AMSC ASA — AGM Information 2016

Apr 27, 2016

Annual General Meeting

American Shipping Company ASA 27 April 2016 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 (nonvoting).
• 1. Amendment of the Company's Articles of Association.
• 1. Approval of the 2015 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 2015.
• 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 for investment purposes or subsequent sale or deletion or such shares.
• 1. Authorization to the Board of Directors to acquire treasury shares in connection with acquisitions, mergers, de-mergers or other transactions.
• 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 Lysaker, Norway with main operations office in Pennsylvania, USA
• Listed on the Oslo Stock Exchange (ticker: AMSC)

Key Events of 2015

• Refinancing of secured vessel debt completed with MUSD 450 in new secured vessel debt
• Quarterly dividend growth of 3% over 2014 and guided on 15% dividend growth in 2016

Philly Tankers secured two long-term time charters on its first two ships, declared its two options and entered into agreements to sell all four tanker contracts upon delivery for MUSD 568

4. Amendment of the Company's Articles of Association

The Board of Directors proposes that the General Meeting passes the following resolution:

"§ 2 of the Articles of Association is amended to read as follows:

The Company's registered office is in the municipality of Bærum.

§ 10 of the Articles of Association is amended to include a new last sentence which reads as follows:

The General Meeting may be held in Oslo."

5. Approval of the 2015 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	2015	2014
ASSETS
Property, plant and equipment	813,826	847,990
Deferred tax assets	2,020	-
Interest-bearing long-term receivables	32,569	33,204
Other non-current assets	24,874	24,926
Total non-current assets	873,289	906,120
Other receivables	250	112
Tax receivable	167	136
Cash held for specified uses	1,541	8,107
Cash and cash equivalents	31,737	85,201
Total current assets	33,695	93,556
Total assets	906,984	999,676

Consolidated Statement of Financial Position – Equity and Liabilities

Amounts in USD thousands	2015	2014
EQUITY AND LIABILITIES
Share capital and share premium	294,372	319,372
(Accumulated deficit)	(70,135)	(84,827)
Total equity	224,237	234,545
Interest-bearing loans	660,630	676,157
Deferred tax liabilites	1,720	275
Derivative financial liabilities - long term portion	153	7,514
Total non-current liabilities	662,503	683,946
Interest-bearing loans	10,148	52,205
Deferred revenues and other payables	9,504	9,060
Derivative financial liabilities - short term portion	592	19,920
Total current liabilites	20,244	81,185
Total liabilites	682,747	765,131
Total equity and liabilities	906,984	999,676

Consolidated Income Statement

Amounts in USD thousands (except per share amounts)	2015	2014
Operating revenues	87,788	87,641
Wages and other personnel expenses	(956)	(1,059)
Other operating expenses	(1,943)	(2,045)
Operating profit before depreciation	84,889	84,537
Depreciation	(34,165)	(33,865)
Operating profit	50,724	50,672
Financial income	14,650	32,208
Financial expenses	(51,239)	(59,623)
Income before income tax	14,134	23,257
Income tax expense	575	(275)
Net income for the year	14,709	22,982
Earnings per share	0.24	0.38

American Shipping Company ASA – Statement of Financial Position

Amounts in USD thousands	2015	2014
ASSETS
Shares in subsidiaries and associates	352,355	352,381
Long-term receivable group companies	87,603	32,188
Total non-current assets	439,958	384,569
Other short-term receivables	82	63
Cash and cash equivalents	7,300	72,624
Total current assets	7,382	72,687
Total assets	447,340	457,256
27-Apr-16			Slide 10

Amounts in USD thousands	2015	2014
EQUITY AND LIABILITIES
Share capital	96,366	96,366
Share premium reserve	198,006	223,006
Total paid in capital	294,372	319,372
Other equity	(79,733)	(65,601)
Total retained earnings	(79,733)	(65,601)
Total equity	214,639	253,771
Bond obligation	210,370	201,285
Other interest-bearing debt	20,481	527
Total long-term liabilities	230,851	201,812
Other short-term debt	1,850	1,673
Total short-term liabilities	1,850	1,673
Total equity and liabilities	447,340	457,256

American Shipping Company ASA – Income Statement

Amounts in USD thousands	2015	2014
Operating revenues	69	127
Other operating expenses	(1,460)	(1,897)
Operating loss	(1,391)	(1,770)
Interest income from group companies	3,675	2,890
Other interest and financial income	45	579
Other interest and financial expenses	(16,443)	(20,959)
Loss after financial items	(14,114)	(19,260)
Taxes	-	-
Loss for the period	(14,114)	(19,260)
Allocation of net profit:
Loss	(14,114)	(19,260)
Other equity	14,114	19,260
Total	-	-

6. 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 29 of the 2015 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.

7. Statement of Corporate Governance 2015

American Shipping Company ASA's corporate governance report is included on pages 45-48 of the 2015 Annual Report

8. 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 48 of the 2015 Annual Report
• Remuneration for the Board also includes work on the Audit 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 rates for members of the Board of Directors for the period from the 2015 Annual General Meeting up to the 2016 Annual General Meeting shall be as follows:

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

9. 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 the 2015 Annual General Meeting up to the 2016 Annual General Meeting shall be NOK 33,000 for each member."

10. Approval of Auditor Fees

"The remuneration to the auditor of NOK 856,185 ex. VAT for the audit of the Company's 2015 annual accounts is approved. In addition, the Group has paid fees to KPMG of NOK 684,799 ex. VAT for services other than audit."

11. 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, Peter Ditlef Knudsen is re-elected as member of the Board of Directors and Audun Stensvold is elected as new member of the Board of Directors, both 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

Audun Stensvold."

12. Election of member 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, Christine Rødsæther is re-elected as member of the Nomination Committee for a period of two years. The Nomination Committee of American Shipping Company ASA will then consist of the following members: Arild Støren Frick (Chair) Christine Rødsæther."

Authorizations to the Board of Directors

1. Authorization to the Board of Directors for payment of dividends.

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

3. Authorization to the Board of Directors to acquire treasury shares for investment purposes or subsequent sale or deletion or such shares.

4. Authorization to the Board of Directors to acquire treasury shares in connection with acquisitions, mergers, de-mergers or other transactions.

5. 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.