AMSC ASA — AGM Information 2015

Apr 22, 2015

Annual General Meeting

American Shipping Company ASA 22 April 2015 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 meeting minutes along with the meeting chair.
• 1. Presentation of business activities (non-voting).
• 1. Approval of the 2014 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.
• a. Advisory guidelines
• b. Binding guidelines
• 1. Consideration of the statement of corporate governance (no voting).
• 1. Determination of the board members' remuneration.
• 1. Determination of the remuneration to the members of the Nomination Committee.
• 1. Approval of remuneration to the auditor for 2014.
• 1. Election of members to the Board of Directors.
• 1. Election of member 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 acquire treasury shares in connection with buy-back programs for the Company's shares etc.
• 1. Authorization to the Board of Directors to increase the share capital in connection with future investments etc.

3. 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

Apply the tools of financial engineering to ensure an optimal use of capital

Key Events of 2014

• Completed recapitalization of the Company which raised approximately USD 128 million in cash and increased equity by approximately USD 166 million
• OSG emerge from Chapter 11 bankruptcy with all of AMSC's agreements assumed as part of OSG's plan of reorganization
• Overseas Tampa converted to a shuttle tanker for a ten year time charter to Shell beginning in 2015
• Invested USD 25 million in Philly Tankers AS, a pure play U.S. Jones Act shipping company with orders for two product tankers and options for two additional tankers

4. Approval of the 2014 annual accounts of American Shipping Company ASA, Group consolidated accounts, and Board of Directors' Report

Consolidated Statement of Financial Position - Assets

Am in U S D ho ds ts t ou n us an	2 0 1 4	2 0 1 3
S S S A E T
Pr la d ip ty t a t op er p n n eq m en u ,	8 4 7, 9 9 0	8 8 1, 8 5 6
In te t- be ing lo -te iva b les re s ar ng rm re ce	3 3, 2 0 4	2 9, 5 8 1
O t he t a ts r n on -c ur re n ss e	2 4, 9 2 6	-
To ta l n t a ts on -c ur re n ss e	9 0 6, 1 2 0	9 1 1, 4 3 7
Tr de d t he iva b le a a n o r r ec e s	1 1 2	1, 5 3 3
Ta iva b le x re ce	1 3 6	2 8 9
Ca h he l d fo i f ie d s r s p ec us es	8, 1 0 7	7, 2 8 3
Ca h d h iva le ts s an ca s eq u n	8 2 0 1 5,	1 2, 3 4 0
To l c ta t a ts ur re n ss e	9 3, 6 5 5	2 1, 4 4 5
To l a ta ts ss e	9 9 9, 6 7 6	9 3 2, 8 8 2

21-Apr-15 Slide 7

Consolidated Statement of Financial Position Equity and Liabilities

S Am in U D ho ds ts t ou n us an	2 0 1 4	2 0 1
E Q U I T Y A N D L I A B I L I T I E S
S ha i ta l a d ha ium re c ap n s re p re m	3 1 9, 3 7 2	1 8 0, 4 0
/ ( f ) Re ta ine d ing Ac la te d de ic i t ea rn s cu m u	( ) 8 4, 8 2 7	( 1 0 7, 6 1
To l e i ta ty q u	2 3 4, 4 5 5	2, 9 7 7
In te t- be ing loa re s ar ns	6 7 6, 1 5 7	7 5 3, 1 7
De fe d ta l ia b i l i te rre x s	2 7 5
De iva t ive f ina ia l l ia b i l i t ies lon te t ion r nc g rm p or -	7, 5 1 4	2 5, 2 1
To ta l n t l ia b i l i t ie on -c ur re n s	6 8 3, 9 4 6	7 7 8, 3 9
In te t- be ing loa re s ar ns	5 2, 2 0 5	4 8, 3 4
Tr de d t he b les a a n o r p ay a	9, 0 6 0	1 0, 9 9
f De iva t ive ina ia l l ia b i l i t ies ho t te t ion r nc s r rm p or -	1 9, 9 2 0	2 2, 3 5
To ta l c t l ia b i l i te ur re n s	8 1, 1 8 5	8 1, 6 9
To ta l l ia b i l i te s	7 6 5, 1 3 1	8 6 0, 0 8
To ta l e i ty d l ia b i l i t ie q u a n s	9 9 9, 6 7 6	9 3 2, 8 8

Consolidated Income Statement

S ( ) Am in U D ho ds ha ts t t p ts ou n us an ex ce p er s re a m ou n	2 0 1 4	2 0 1 3
O t ing p er a re ve nu es	8 7, 6 4 1	8 7, 3 5 3
W d t he l e ag es a n o r p er so nn e xp en se s	( ) 1, 0 5 9	( ) 1, 4 7 2
O t he t ing r o p er a e xp en se s	( ) 2, 0 4 5	( ) 1, 6 4 3
O in f i be fo de ia io t t t p er a g p ro re p re c n	8 4, 5 3 7	8 4, 2 3 8
De ia t io p re c n	( 3 3, 8 6 5 )	( 3 3, 5 2 1 )
O f t in i t p er a g p ro	5 0, 6 7 2	5 0, 7 1 7
F ina ia l inc nc om e	3 2, 2 0 8	2 1, 1 0 7
F ina ia l e nc xp en se s	( 9, 6 2 3 ) 5	( 4 1, 1 8 ) 5
Pr f i t / ( lo ) be fo in ta o ss re co m e x	2 3, 2 5 7	3 0, 9 0 9
In ta co m e x e xp en se	( ) 2 7 5	-
Pr f i fo he t t o r ea r y	2 2, 9 8 2	3 0, 9 0 9
Pr f i t p ha o er s re	0. 3 8	1. 1 2

American Shipping Company ASA – Statement of Financial Position

S Am in U D ho ds ts t ou n us an	2 0 1 4	2 0 1 3
A S S E T S
S ha in bs i d iar ies re s su	3 2, 3 8 1 5	3 2 8 0 3 7,
Lo iva b le ies -te ng rm re ce g ro up c om p an	3 2, 1 8 8	2 9, 2 9 8
To ta l n t a ts on -c ur re n ss e	3 8 4, 5 6 9	3 5 7, 1 0 1
O he ho iva b les t t- te r s r rm re ce	6 3	1 1 1 6 7, 7
Ca h d h iva le ts s an ca s eq u n	2, 6 2 4 7	5 7
To ta l c t a ts ur re n ss e	7 2, 6 8 7	1 1 7, 2 3 3
To ta l a ts ss e	4 5 7, 2 5 6	4 7 4, 3 3 4
2 1- Ap 1 5 r-		Sli de	10

Am in U S D ho ds ts t ou n us an	2 0 1 4	2 0 1 3
Q S E U I T Y A N D L I A B I L I T I E
S ha i ta l re c ap	9 6, 3 6 6	4 2, 4 6 2
S ha ium re p re m re se rv e	2 2 3, 0 0 6	1 3 7, 9 4 6
Eq i ty la te d to ha to be iss d u re s re s ue	-	1 4 5, 1 7 5
To ta l p i d in i ta l a c ap	3 1 9, 3 2 7	3 2 8 3 5, 5
O he i t ty r e q u	( 6 5, 6 0 1 )	( 4 6, 1 4 2 )
To ta l r ta in d in e e ea rn g s	( 6 5, 6 0 1 )	( 4 6, 1 4 2 )
To ta l e i ty q u	2 5 3, 7 7 1	2 7 9, 4 4 1
Bo d b l ig ion t n o a	2 0 1, 2 8 5	1 9 1, 0 3 4
O he in be ing de b t te t- t r re s ar	2 5 7	6 1 7
To ta l lo -te l ia b i l i t ie ng rm s	2 0 1, 8 1 2	1 9 1, 6 5 1
O he ho de b t t- te t r s r rm	1, 6 7 3	3, 2 4 2
To ta l s ho t- te l ia b i l i t ie r rm s	1, 6 7 3	3, 2 4 2
To ta l e i ty d l ia b i l i t ie q u a n s	4 5 7, 2 5 6	4 7 4, 3 3 4

American Shipping Company ASA – Income Statement

S Am in U D ho ds ts t ou n us an	2 0 1 4	2 0 1 3
O t in p er a g re ve nu es	1 2 7	1 0 9
O t he t in r o p er a g ex p en se s	( 1, 8 9 7 )	( 1, 8 6 5 )
O t in lo p er a g ss	( 1, 0 ) 7 7	( 1, 6 ) 7 5
In in fro ie te t re s co m e m g ro up c om p an s	2, 8 9 0	2, 6 3 0
O he in d f in ia l r t te t a r re s n an c ev en ue s	9 5 7	2 6, 4 0 2
O f t he in te t a d in ia l e r re s n an c xp en se s	( 2 0, 9 9 ) 5	( 1 9 2 9 ) 5,
In / ( lo ) f te f in ia l i te co m e ss a r an c m s	( 1 9, 2 6 0 )	1 1, 3 4 7
Ta xe s	-	-
Pr f i / ( lo ) fo he io d t t o ss r p er	( 1 9, 2 6 0 )	1 1, 3 4 7
A l lo io f n f i t t p t: ca n o e ro
Pr f i t / ( lo ) o ss	( 1 9, 2 6 0 )	1 1, 3 4 7
O t he i ty r e q u	1 9, 2 6 0	( 1 1, 3 4 7 )
To l ta	-	-

21-Apr-15 Slide 11

5. Statement from the Board of Directors regarding determination of salary and other remuneration to the Management of the Company

The statement from the Board of Directors regarding determination of salary and other remuneration to the Management of the Company is made available on the Company's website and is also included in note 17 to the consolidated accounts on page 27 of the 2014 Annual Report.

(a) Advisory Guidelines

The General Meeting endorses the advisory guidelines in the declaration from the Board of Directors pursuant to the Norwegian Public Limited Liability Companies Act section 6-16a.

(b) Binding Guidelines

The General Meeting approves the binding guidelines in the declaration from the Board of Directors pursuant to the Norwegian Public Limited Liability Companies Act section 6-16a.

6. Statement of Corporate Governance 2014

7. Determination of Board Members' remuneration

• The recommendation from the Nomination Committee is available on the Company's website
• Guidelines for remuneration to Board members are included in the Company's Corporate Governance report on page 45 of the 2014 Annual Report
• The Board of Director's term runs from 1 April through 31 March
• The Nomination Committee proposes that the General Meeting passes the following resolution:

In accordance with the proposal from the Nomination Committee, the General Meeting approves that the remuneration rates for the period 2014–2015 shall be as follows:

NOK 450,000 to the Chairperson of the board NOK 350,000 to each of the other board members

21-Apr-15 Slide 14

8. Determination of remuneration to members of the Nomination Committee

The Nomination Committee proposes that the General Meeting passes the following resolution

In accordance with the proposal from the Nomination Committee, the General Meeting approves that the remuneration rate for members of the Nomination Committee for the period from 2014-2015 shall be NOK 33,000 for each member.

9. Approval of Auditor Fees

The remuneration to the auditor of NOK 831,250 ex. VAT for the audit of the Company's 2014 annual accounts is approved. In addition, the Group has paid fees to KPMG of NOK 202,445 ex. VAT for services other than audit.

2 1- Ap 1 5 r-	Sli de 16

10. Election of Board members

The Nomination Committee proposes that the General Meeting passes the following resolution:

In accordance with the proposal from the Nomination Committee, Annette Malm Justad is re-elected as Chairperson of the Board for a period of two years.

The Board of Directors of American Shipping Company ASA will then consist of the following members:

Annette Malm Justad (Chairperson)

Peter Ditlef Knudsen

Kristian Røkke

11. Election of members to the Nomination Committee

The Nomination Committee proposes that the General Meeting passes the following resolution:

In accordance with the proposal from the Nomination Committee, Arild Støren Frick is elected as new member of the Nomination Committee for the period up to the Annual General Meeting in 2017, and Trond Brandsrud withdraws from the committee.

The Nomination Committee in American Shipping Company will then consist of the following members:

Arild Støren Frick (Chair) Christine Rødseter

Authorizations to the Board of Directors

• 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 acquire treasury shares in connection with buy-back programs for the Company's shares etc.

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

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.