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AMSC ASA — AGM Information 2018
Apr 25, 2018
3533_rns_2018-04-25_38f7b707-1220-4ff9-9d06-09b7ce57cf7d.pdf
AGM Information
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Annual General Meeting
American Shipping Company ASA 25 April 2018 Oslo, Norway
Agenda
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- Opening of the annual general meeting of American Shipping Company ASA, including approval of the notice and agenda.
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- Election of a person to co-sign the meeting minutes along with the meeting chair.
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- Presentation of business activities (nonvoting).
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- Approval of the 2017 annual accounts of American Shipping Company ASA, group consolidated accounts and the Board of Directors' report.
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- 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
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- Consideration of the statement of corporate governance (no voting).
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- Determination of the board members' remuneration.
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- Determination of the remuneration to the members of the Nomination Committee.
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- Approval of remuneration to the auditor for 2017.
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- Election of members to the Board of Directors.
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- Election of member to the Nomination Committee.
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- Authorization to the Board of Directors for payment of dividends.
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- Authorization to the Board of Directors to acquire treasury shares in connection with incentive scheme for employees.
-
- Authorization to the Board of Directors to acquire treasury shares for investment purposes or subsequent sale or deletion of such shares.
-
- Authorization to the Board of Directors to acquire treasury shares in connection with acquisitions, mergers, de-mergers or other transactions.
-
- Authorization to the Board of Directors to increase the share capital in connection with future investments etc.
3. Presentation of Business Activities
- Established in 2005
- Oslo listed with mcap. of USD ~212m
- oOSE ticker: AMSC
- oU.S. OTC ticker: ASCJF
- oBond ticker: AMTI01
- Pure play Jones Act tanker owner with a modern tanker fleet
- Long-term bareboat leases generate stable, predictable cash flow
- Solid balance sheet with no debt maturities before Q4 2020
- Exploring growth and diversification opportunities in the U.S. Jones Act market
- Admitted to OTCQX International to increase awareness and public profile among U.S. investors
About AMSC Fleet overview
| Ve l # ss e |
De ig s n |
Ty p e |
Bu i l t |
|---|---|---|---|
| Ov 1 Ho to er se as us n |
C Ve las M T 4 6 te ra n s |
M R |
2 0 0 7 |
| Ov Lo Be h 2 er se as ng ac |
Ve C las M T te 4 6 ra n s |
M R |
2 0 0 7 |
| Ov 3 Lo An les er se as s g e |
C Ve las M T 4 6 te ra n s |
M R |
2 0 0 7 |
| 4 Ov Ne Yo k er se as w r |
Ve C las M T 4 6 te ra n s |
M R |
2 0 0 8 |
| Ov C 5 Te i ty er se as xa s |
C Ve las M T 4 6 te ra n s |
M R |
2 0 0 8 |
| 6 Ov Bo to er se as s n |
Ve C las M T 4 6 te ra n s |
M R |
2 0 0 9 |
| Ov N i k is k i 7 er se as |
Ve C las M T te 4 6 ra n s |
M R |
2 0 0 9 |
| Ov 8 Ma ine t er se as r z |
C Ve las M T 4 6 te ra n s |
M R |
2 0 1 0 |
| 9 Ov An te er se as ac or s |
Ve C las M T 4 6 te ra n s |
M R |
2 0 1 0 |
| Ov 1 0 Ta er se as m p a |
C Ve las M T 4 6 te ra n s |
S hu le ke t t ta n r |
2 0 1 1 |
Long Term Contracts Returning Stable Cash Flow
*Illustrative TC contract duration **Tampa was converted to a shuttle tanker and is on a 10 year BBC backed by a 10 year TC
2017 Highlights
- Refinanced unsecured bond with a new five year USD 220 million senior unsecured bond, with a fixed rate of 9.25%
- Sale of Philly Tankers AS' last three product tankers, with USD 12.5 million received in distributions and used to repay a portion of the Aker loan
- Listing of the Company's ordinary shares on the OTCQX Best Market in the U.S. under the symbol "ASCJF"
- Continued dividends with USD 0.32 per share paid for the financial year
4. Approval of the 2017 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 7 |
2 0 1 6 |
|---|---|---|
| A S S E T S |
||
| Pr lan d ip ty, t a t op er p n eq me n u |
7 4 5, 6 3 6 |
7 7 9, 4 9 0 |
| In be ing lon iva b les te t- te re s ar g- rm re ce |
2 8, 6 8 1 |
3 0, 6 2 5 |
| f De iva ive ina ia l a t ts r nc ss e |
1, 6 4 7 |
- |
| O he t t a ts r n on -c ur re n ss e |
1 6, 6 8 6 |
2 7, 5 5 9 |
| To l n ta t a ts on -c ur re n ss e |
5 7 9 2, 6 0 |
8 3 7, 6 7 4 |
| O he iva b les t r r ec e |
2 1 0 |
3 0 7 |
| Ta iva b le x r ec e |
- | 1 2 |
| Ca h he l d fo i f ie d s r s p ec us es |
2, 3 2 1 |
2, 3 4 7 |
| Ca h a d h e iva len ts s n ca s q u |
5 1, 9 4 8 |
4 9, 0 4 6 |
| To l c ta t a ts ur re n ss e |
5 4, 4 9 7 |
5 1, 1 2 7 |
| To l a ta ts ss e |
8 4 7, 1 2 9 |
8 8 9, 3 8 6 |
Consolidated Statement of Financial Position Equity and Liabilities
| Am in U S D ho ds ts t ou n us an |
2 0 1 7 |
2 0 1 6 |
|---|---|---|
| E Q U I T Y A N D L I A B I L I T I E S |
||
| S ha i l a d s ha ium ta re ca p n re p rem |
2 4 4, 4 2 2 |
2 6 6, 4 8 5 |
| ( Ac la d de f ic i ) te t cu mu |
( ) 5 7, 5 5 0 |
( ) 7 0, 8 4 3 |
| i To l e ta ty q u |
1 8 6, 8 7 2 |
1 9 5, 6 4 2 |
| In be ing loa ter t- es ar ns |
6 0 0, 0 6 7 |
6 3 6, 0 3 4 |
| De fe d l ia b i l i tax tes rre |
1 1, 6 1 3 |
1 4 4 0 7, |
| f De iva ive ina ia l l ia b i l i ies lon ion t t ter t r nc g m p or - |
- | 5 7 |
| To l n l ia b i l i ies ta t t on -c ur re n |
6 1 1, 6 8 0 |
6 5 3, 5 3 1 |
| In be ing loa ter t- es ar ns |
2 8, 3 3 3 |
2 8, 3 3 3 |
| De fe d r d o he b les t rre ev en ue s a n r p ay a |
1 8, 8 1 4 |
1 1, 8 8 0 |
| Ta b le x p ay a |
1, 4 3 0 |
- |
| To l c l ia b i l i ta t te ur re n s |
4 8, 5 7 7 |
4 0, 2 1 3 |
| To l l ia b i l i ta te s |
6 6 0, 2 5 7 |
6 9 3, 4 4 7 |
| To l e i d l ia b i l i ies ta ty t q a n u |
8 4 7, 1 2 9 |
8 8 9, 3 8 6 |
Consolidated Income Statement
| Am in U S D ho ds ( ha ) ts t t p ts ou n us an ex ce p er s re am ou n |
2 0 1 7 |
2 0 1 6 |
|---|---|---|
| Op ing t era re ve nu es |
8 8 0 1 7, |
8 8, 0 4 2 |
| W d o he l e t ag es a n r p ers on ne xp en se s |
( ) 1, 1 4 0 |
( ) 1, 1 3 1 |
| O he ing t t r o p er a ex p en se s |
( ) 1, 8 2 8 |
( ) 1, 7 9 1 |
| ing f i fo ia ion Op be de t t t er a p ro re p re c |
8 4, 8 3 3 |
8 5, 1 2 0 |
| De ia ion t p rec |
( ) 3 3, 8 5 4 |
( ) 3 4, 3 3 6 |
| ing f i Op t t er a p ro |
5 0, 9 7 9 |
5 0, 7 8 4 |
| fro Ne inc i d inv t ty te tee om e m eq ac co un es s u |
4, 1 8 0 |
2, 6 6 8 |
| F ina ia l inc nc om e |
3, 8 2 3 |
2, 7 1 1 |
| F ina ia l e nc xp en se s |
( ) 4 7, 9 7 3 |
( ) 3 9, 1 2 1 |
| Inc be fo inc ta om e re om e x |
1 1, 0 1 0 |
1 0 4 2 7, |
| Inc ( ) / be f i tax t om e ex p en se ne |
2, 2 9 9 |
( ) 9, 9 3 2 |
| Ne inc fo he t t om e r y ea r |
1 3, 3 0 8 |
7, 1 1 0 |
| Ea ing ha rn s p er s re |
0. 2 2 |
0. 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 7 |
2 0 1 6 |
|---|---|---|
| A S S E T S |
||
| Inv in ia tm t tes es en as so c |
6 1 6, 6 8 |
2 7, 5 5 9 |
| S ha in bs i d iar ies res su |
2 3 9 3 5, |
3 0 2, 4 9 3 |
| De fe d tax t rre as se |
8 1 9 |
9 2 |
| Lo iva b le ies -te ng rm re ce g ro up co mp an |
3 8 5, 6 6 |
8 4, 1 4 8 |
| To l n ta t a ts on -c ur re n ss e |
9 1 3 8, 4 7 |
4 1 4, 2 9 2 |
| O he ho iva b les t t- ter r s r m rec e |
2 2 0 |
1, 1 7 8 |
| Ca h a d c h e iva len ts s n as q u |
6 3 3, 3 5 |
2, 2 3 9 |
| To l c ta t a ts ur re n ss e |
8 3 3, 5 5 |
3, 4 1 7 |
| To l a ta ts ss e |
1 2, 0 3 7 7 |
4 1 0 9 7, 7 |
| Am in U S D ho ds ts t ou n us an |
2 0 1 7 |
2 0 1 6 |
|---|---|---|
| Q S E U I T Y A N D L I A B I L I T I E |
||
| S ha i l ta re ca p |
6 9 6, 3 6 |
9 6, 3 6 6 |
| S ha ium re p rem re se rve |
7 1 4 3, 2 0 |
1 7 0, 1 1 9 |
| To l p i d in i l ta ta a ca p |
3 2 3 9, 5 7 |
2 6 6, 4 8 5 |
| O he i t ty r e q u |
) ( 8 3, 0 6 0 |
( ) 8 6, 0 6 0 |
| To l r ine d e ing ta ta e ar n s |
) ( 8 3, 0 6 0 |
( 8 6, 0 6 0 ) |
| To l e i ta ty q u |
3 1 5 6, 5 1 |
1 8 0, 4 2 5 |
| Bo d o b l ig ion t n a |
- | 2 1 2, 7 8 3 |
| O he in be ing de b t ter t- t r es ar |
9 6, 8 9 |
2 0, 3 8 3 |
| To l lon l ia b i l i ies ta te t g- rm |
9 6, 8 9 |
2 3 3, 1 6 6 |
| Ta b le x p ay a |
2 9 |
- |
| D iv i de d p b le n ay a |
9 4, 8 4 |
- |
| O he ho de b t t- ter t r s r m |
5 3, 6 8 |
4, 1 1 8 |
| ia i i ies To ta l s ho t- te l b l t r rm |
5 8, 6 2 |
4, 1 1 8 |
| To l e i d l ia b i l i ies ta ty t q u an |
7 1 7 2, 0 3 |
4 1 7, 7 0 9 |
American Shipping Company ASA Income Statement
| Am in U S D ho ds ts t ou n us an |
2 0 1 7 |
2 0 1 6 |
|---|---|---|
| Op ing t er a re ve nu es |
0 6 |
5 0 |
| O he ing t t r o p er a ex p en se s |
) ( 1, 7 9 1 |
( ) 1, 6 4 0 |
| Op ing los t er a s |
) ( 1, 3 1 7 |
( 1, 5 9 0 ) |
| fro In inc ies ter t es om e m g ro up c om p an |
1 8, 3 8 |
8, 5 4 6 |
| Ne inc fro i d inv t ty te tee om e m eq u ac co un es s |
0 4, 1 8 |
2, 6 6 8 |
| O he in d f ina ia l inc t ter t a r es n nc om e |
3 2, 9 6 |
3, 1 3 9 |
| O he in d f ina ia l e t ter t a r es n nc xp en se s |
) ( 8, 2 2 3 |
( 1 9, 1 0 ) 7 |
| Pr f i / ( los ) f f ina ia l i t te te o s a r nc ms |
0 5, 5 7 |
( 6, 4 0 ) 7 |
| De fe d inc be f i tax t rre om e ne |
6 1 0 |
9 2 |
| Inc be f i tax t om e ne |
) ( 2, 6 6 0 |
- |
| Pr f i / ( los ) fo he io d t t o s r p er |
6 3, 0 1 |
( 6, 3 1 5 ) |
| / ( ) A l loc ion f n f i los t t p t a o e ro s : |
||
| f / ( ) Pr i los t o s |
6 3, 0 1 |
( ) 6, 3 1 5 |
| O he i t ty r e q u |
) ( 3, 0 1 6 |
6, 3 1 5 |
| To l ta |
- | - |
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 48 of the 2017 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 2017
American Shipping Company ASA's corporate governance report is included on pages 73-78 of the 2017 Annual Report
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 77 of the 2017 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 2017 Annual General Meeting up to the 2018 Annual General Meeting shall be as follows:
- • NOK 475,000 to the Chairperson of the board
- • NOK 375,000 to each of the other board members
The above fees include remuneration for audit committee-related work."
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 the 2017 Annual General Meeting up to the 2018 Annual General Meeting shall be NOK 30,000 for each member."
9. Approval of Auditor Fees
"The remuneration to the auditor of NOK 599,000 ex. VAT for the audit of the Company's 2017 annual accounts is approved. In addition, the Group has paid fees to KPMG of NOK 365,465 ex. VAT for services other than audit."
10. Election of Board members
The Nomination Committee proposes that the General Meeting passes the following resolution:
"In accordance with the revised proposal from the Nomination Committee received from the floor, in replacement of the proposal included in the notice, Peter Ditlef Knudsen is re-elected as member and Kristian Røkke is elected as new member of the Board of Directors 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 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
-
Authorization to the Board of Directors for payment of dividends.
-
Authorization to the Board of Directors to acquire treasury shares in connection with incentive scheme for employees.
-
Authorization to the Board of Directors to acquire treasury shares for investment purposes or subsequent sale or deletion of such shares.
-
Authorization to the Board of Directors to acquire treasury shares in connection with acquisitions, mergers, de-mergers or other transactions.
-
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.