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AMSC ASA AGM Information 2021

Apr 20, 2021

3533_rns_2021-04-20_fb85c569-cce3-4a73-8b17-24b61d31d991.pdf

AGM Information

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Annual General Meeting

American Shipping Company ASA 20 April 2021 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. Approval of the 2020 annual accounts of American Shipping Company ASA, group consolidated accounts and the Board of Directors' report.
    1. Approval of the policy for salary and other remuneration to executive management of the Company.
    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 2020.
    1. Election of members 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 for investment purposes or subsequent sale or deletion of 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.

American Shipping Company (AMSC)

Introduction to AMSC Fleet overview

  • Oslo listed with market capitalization of USD ~228m*
  • o OSE ticker: AMSC
  • o U.S. OTC ticker: ASCJF
  • o Bond ticker: ATI02
  • Pure play Jones Act tanker owner with a modern tanker fleet
  • Long-term bareboat contracts generate stable, predictable cash flow
  • Solid balance sheet with no debt maturities before 2025
  • Strong cash flow supporting dividends and solid debt service coverage
#
Vessel
Design Type Built
1
Overseas Houston
Veteran Class MT 46 MR 2007
2
Overseas Long Beach
Veteran Class MT 46 MR 2007
3
Overseas Los Angeles
Veteran Class MT 46 MR 2007
4
Overseas New York
Veteran Class MT 46 MR 2008
5
Overseas Texas City
Veteran Class MT 46 MR 2008
6
Overseas Boston
Veteran Class MT 46 MR 2009
7
Overseas Nikiski
Veteran Class MT 46 MR 2009
8
Overseas Martinez
Veteran Class MT 46 MR 2010
9
Overseas Anacortes
Veteran Class MT 46 MR 2010
10
Overseas Tampa
Veteran Class MT 46 Shuttle tanker 2011

* Market cap. based on closing share price of NOK 31.20 per April 19, 2021

Fleet deployment overview

Long-term fixed rate bareboat charters to OSG secures cash flow

  • AMSC's fleet is on firm BB Charters to OSG with evergreen extension options
  • AMSC receives fixed annual bareboat revenue of USD 88 million + ~50% of the profits generated by OSG under the time charter contracts
  • OSG time charters the vessels to oil majors for U.S domestic trade

2020 Highlights

  • USD 305 million bank debt refinancing in April and USD 200 million bond debt refinancing in June at significantly improved terms
  • Continued dividends with USD 0.36 per share paid for the financial year
  • Covid-19 had significant negative demand impact for fuel and crude oil consumption in the USA through 2020, although only had limited impact on the Jones Act tanker market as almost all vessels were chartered to end-users for most of the year

4. Approval of the 2020 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 2020 2019
ASSETS
Property, plant and equipment 649,521 678,850
Deferred tax assets 14,751 -
Interest-bearing long-term receivables 23,333 25,278
Total non-current assets 687,605 704,128
Other receivables 325 380
Cash held for specified uses 872 1,606
Cash and cash equivalents 34,861 46,244
Total current assets 36,058 48,230
Total assets 723,663 752,358

Consolidated Statement of Financial Position – Equity and Liabilities

Amounts in USD thousands 2020 2019
EQUITY AND LIABILITIES
Share capital and share premium 183,806 205,627
(Accumulated deficit) (22,521) (40,656)
Total equity 161,284 164,971
Interest-bearing loans 516,767 522,643
Deferred tax liabilites 9,212 11,385
Derivative financial liabilities 1,211 840
Total non-current liabilities 527,190 534,868
Interest-bearing loans 26,862 44,333
Deferred revenues and other payables 8,309 8,068
Tax payable 18 117
Total current liabilites 35,189 52,519
Total liabilites 562,379 587,387
Total equity and liabilities 723,663 752,358

Consolidated Income Statement

Amounts in USD thousands (except per share amounts) 2020 2019
Operating revenues 88,203 87,804
Wages and other personnel expenses (1,127) (1,146)
Other operating expenses (1,899) (1,979)
Operating profit before depreciation 85,177 84,679
Depreciation (34,170) (33,860)
Operating profit 51,007 50,820
Net income from equity accounted investees - (113)
Financial income 1,736 2,189
Financial expenses (51,076) (46,098)
Income before income tax 1,667 6,798
Income tax (expense) / benefit 16,513 1,505
Net income for the year 18,181 8,302
Earnings per share 0.30 0.14

American Shipping Company ASA – Statement of Financial Position

Amounts in USD thousands 2020 2019
ASSETS
Shares in subsidiaries 38,457 35,947
Deferred tax asset 14,751 -
Long-term receivable group companies 89,451 86,938
Total non-current assets 142,659 122,885
Tax receivable 18 30
Other short-term receivables 134 114
Cash and cash equivalents 13,711 20,486
Total current assets 13,863 20,630
Total assets 156,522 143,516
Amounts in USD thousands 2020 2019
EQUITY AND LIABILITIES
Share capital 96,366 96,366
Share premium reserve 81,378 104,412
Total paid in capital 177,744 200,778
Other equity (27,632) (62,533)
Total retained earnings (27,632) (62,533)
Total equity 150,112 138,246
Dividend payable 6,062 4,849
Other short-term debt 348 421
Total short-term liabilities 6,410 5,270
Total equity and liabilities 156,522 143,516

American Shipping Company ASA – Income Statement

Amounts in USD thousands 2020 2019
Operating revenues 1,404 1,016
Other operating expenses (1,701) (1,835)
Operating loss (297) (819)
Interest income from group companies 8,739 8,523
Net income from equity accounted investees - (113)
Other interest and financial income 11,762 2,931
Other interest and financial expenses (1) (38)
Profit / (loss) after financial items 20,202 10,485
Deferred income tax benefit 14,744 (198)
Income tax benefit - (63)
Profit / (loss) for the period 34,947 10,223
Allocation of net profit / (loss):
Profit / (loss) 34,947 10,223
Other equity (34,947) (10,223)

5. Approval of the policy for salary and other remuneration to executive management of the Company

  • In accordance with section 6-16a of the Norwegian Public Limited Liability Companies Act, the Board of Directors has established a policy for determining salary and other remuneration to the executive management of the Company. The policy is available at the Company's website.
  • The policy is subject to approval by the general meeting upon any material changes and in any event every 4th year. As of and starting from the annual general meeting in 2022, the Board of Directors will prepare a report on salary and other remuneration to executive management based on the policy, that will be subject to the advisory vote by the general meeting in accordance with section 6-16b of the Norwegian Public Limited Liability Companies Act.
  • The Board of Directors proposes that the General Meeting passes the following resolution with regard to the policy:

"The General Meeting approves the policy for determining salary and other remuneration to executive management pursuant to the Norwegian Public Limited Liability Companies Act section 6-16a."

6. Statement of Corporate Governance 2020 (no voting)

American Shipping Company ASA's corporate governance report is included on pages 71 - 76 of the 2020 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 75 of the 2020 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 2020 Annual General Meeting up to the 2021 Annual General Meeting shall be as follows:

  • • NOK 520,000 to the Chairperson of the board
  • • NOK 410,000 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 recommendation from the Nomination Committee is available on the Company's website
  • 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 2020 Annual General Meeting up to the 2021 Annual General Meeting shall be NOK 25,000 for each member."

9. Approval of Auditor Fees

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

"The remuneration to the auditor of NOK 735,000 ex. VAT for the audit of the Company's 2020 annual accounts is approved. In addition, the Group has paid fees to KPMG of NOK 303,184 ex. VAT for services other than audit."

10. Election of Board members

  • The recommendations from the Nomination Committee are available at the Company's website.
  • 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 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. - 15. 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 of 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.