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AMSC ASA AGM Information 2022

Apr 22, 2022

3533_rns_2022-04-22_15cdf935-b371-4769-abb6-88ae878e8a08.pdf

AGM Information

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Annual General Meeting

American Shipping Company ASA 22 April 2022 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 2021 annual accounts of American Shipping Company ASA, group consolidated accounts and the Board of Directors' report.
    1. Advisory vote on the report on salary and other remuneration to the executive management for 2021.
    1. Consideration of the statement of corporate governance (non-voting).
    1. Stipulation of remuneration of the members of the board of directors.
    1. Stipulation of the remuneration to the members of the Nomination Committee.
    1. Approval of remuneration to the auditor for 2021.
    1. Election of new auditor.
    1. Election of members to the Board of Directors.
    1. Election of members to the Nomination Committee.
    1. Reduction of the share capital.
    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 ~229m*
    • 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 ▪ Fixed rate 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
  • Presently trading at a 12-13% dividend yield

#
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

Fleet employment overview

Fixed rate bareboat charters to OSG secures cash flow

2021 Highlights

  • Covid-19 had significant negative demand impact for fuel and crude oil consumption in the USA through 2020, but gradually recovered through 2021. This had strong negative impact on the Jones Act tanker market in 2021, with 8 tankers in warm layup during the summer. Currently one tanker remain in layup, but expected to return to active service during Q2 2022
  • Raised USD 20 million through a tap issue under the existing bond agreement. Total outstanding on the unsecured bond is USD 220 million
  • Continued dividends with USD 0.42 per share paid for the 2021 calendar year, an increase of 17% from 2020
  • In December 2021, OSG decided to not extend 3 of the contracts which were up for renewal. The 3 vessels will be returned to us in December 2022, and we are currently developing alternatives for these vessels

4. Approval of the 2021 annual accounts of American Shipping Company ASA, group consolidated accounts, and Board of Directors' report

Consolidated Statement of Financial Position – Assets

thousands
Amounts
in
USD
2021 2020
ASSETS
, plant
and
Property
equipment
615
117
,
649
521
,
Deferred
tax
assets
11
333
,
14
751
,
Interest-bearing
long
receivables
-term
7
292
,
23
333
,
financial
Derivative
assets
3
631
,
-
Total
non-current
assets
637
373
,
687
605
,
Other
receivables
14
553
,
325
receivable
Tax
317 -
for
specified
Cash
held
uses
5
449
,
872
Cash
and
cash
equivalents
872
55
,
34
861
,
Total
current
assets
76
192
,
36
058
,
Total
assets
713
564
,
723
663
,

Consolidated Statement of Financial Position – Equity and Liabilities

thousands
Amounts
in
USD
2021 2020
EQUITY
AND
LIABILITIES
Share
capital
and
share
premium
158
347
,
183
806
,
(Accumulated
deficit)
(9
141)
,
(22
521)
,
Total
equity
149
205
,
161
284
,
Interest-bearing
loans
511
761
,
516
767
,
Deferred
liabilites
tax
16
172
,
9
212
,
financial
liabilities
Derivative
- 1
211
,
Total
liabilities
non-current
527
933
,
527
190
,
Interest-bearing
loans
26
862
,
26
862
,
Trade
and
other
payables
9
455
,
8
309
,
payable
Tax
110 18
Total
liabilites
current
36
427
,
35
189
,
Total
liabilites
564
359
,
562
379
,
Total
and
liabilities
equity
713
565
723
663
, ,

Consolidated Income Statement

thousands
(except
share
amounts)
Amounts
in
USD
per
2021 2020
Operating
revenues
88
193
,
88
203
,
and
other
personnel
Wages
expenses
(1
683)
,
(1
127)
,
Other
operating
expenses
(2
900)
,
(1
899)
,
profit
before
depreciation
Operating
83
610
,
85
177
,
Depreciation (34
404)
,
(34
170)
,
profit
Operating
49
206
,
51
007
,
Financial
income
6
623
,
1
736
,
Financial
expenses
(32
268)
,
(51
076)
,
before
Income
income
tax
23
561
,
1
667
,
/
(expense)
benefit
Income
tax
(10
151)
,
16
513
,
for
the
Net
income
year
13
409
,
18
181
,
share
Earnings
per
0
22
0
30

American Shipping Company ASA – Statement of Financial Position

thousands
Amounts
in
USD
2021 2020 thousands
Amounts
in
USD
2021 2020
ASSETS EQUITY
AND
LIABILITIES
Shares
subsidiaries
in
36
457
,
38
457
,
Share
capital
96
366
,
96
366
,
Deferred
tax
asset
11
333
14
751
Share
premium
reserve
54
707
,
81
378
,
, , Total
paid
capital
in
151
073
,
177
744
,
receivable
Long-term
companies
group
89
604
,
89
451
,
Other
equity
(10
255)
,
(27
632)
,
Total
non-current
assets
137
393
,
142
659
,
Total
retained
earnings
(10
255)
,
(27
632)
,
receivable
Tax
- 18 Total
equity
140
818
,
150
112
,
Other
short-term
receivables
97 134 Dividend
payable
274
7
,
6
062
,
Cash
cash
equivalents
and
339
11
,
13
711
,
Other
short-term
debt
738 348
Total
current
assets
436
11
,
13
863
,
Total
short-term
liabilities
8
012
,
410
6
,
Total
assets
148
830
,
156
522
,
Total
and
liabilities
equity
148
830
,
156
522
,

American Shipping Company ASA – Income Statement

thousands
Amounts
in
USD
2021 2020
Operating
revenues
1
271
,
1
404
,
Other
operating
expenses
(2
381)
,
(1
701)
,
loss
Operating
(1
110)
,
(297)
from
Interest
income
companies
group
8
839
,
8
739
,
Dividends
from
subsidiaries
11
000
,
7
000
,
financial
Other
and
interest
income
2
225
,
4
762
,
Other
and
financial
interest
expenses
(607) (1)
/
Profit
(loss)
after
financial
items
20
347
,
20
203
,
Deferred
benefit
income
tax
(2
945)
,
14
744
,
benefit
Income
tax
4 -
/
(loss)
Profit
for
the
period
17
406
,
34
947
,
/
Allocation
of
profit
(loss):
net
/
(loss)
Profit
17
406
,
34
947
,
Other
equity
(17
406)
,
(34
947)
,

5. Advisory vote on the report on salary and other remuneration to the executive management for 2021

  • In accordance with section 6-16b of the Norwegian Public Limited Liability Companies Act, the Board of Directors has prepared a report on salary and other remuneration to the executive management of the Company for the year 2021. The report is available at the Company's website.
  • The Board of Directors proposes that the General Meeting passes the following resolution with regards to the report:

"The General Meeting endorses the report on salary and other remuneration to executive management for 2021 pursuant to the Norwegian Public Limited Liability Companies Act section 6-16b."

6. Statement of Corporate Governance 2021 (no voting)

American Shipping Company ASA's corporate governance report is included on pages 71 - 76 of the 2021 Annual Report

7. Stipulation of remuneration to the members of the board of directors

  • The recommendation from the Nomination Committee is available on the Company's website
  • The Board of Directors proposes that the General Meeting passes the following resolution:

"In accordance with the recommendation from the Nomination Committee, the General Meeting approves that the remuneration rates for members of the Board of Directors for the period from the 2021 Annual General Meeting up to the 2022 Annual General Meeting shall be as follows:

  • • NOK 535,000 to the Chairperson of the board
  • • NOK 420,000 to each of the other board members

The above fees include remuneration for audit committee-related work."

8. Stipulation of remuneration to the members of the Nomination Committee

  • The recommendation from the Nomination Committee is available on the Company's website
  • The Board of Directors proposes that the General Meeting passes the following resolution:

"In accordance with the recommendation from the Nomination Committee, the General Meeting approves that the remuneration rate for members of the Nomination Committee for the period from the 2021 Annual General Meeting up to the 2022 Annual General Meeting shall be NOK 25,000 for each member."

9. Approval of the remuneration to the auditor for 2021

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

"The remuneration to the auditor of NOK 761,151 ex. VAT for the audit of the Company's 2021 annual accounts is approved. The Group has not paid any other fees to KPMG for services other than audit during 2021."

10. Election of new auditor

  • The recommendation from the Audit Committee is available at the Company's website.
  • The Board of Directors proposes that the General Meeting passes the following resolution:

"The General Meeting resolves to appoint PricewaterhouseCoopers AS, with registered address at Dronning Eufemias gate 71, 0194 Oslo, and registration number 987 009 713, as the Company's new auditor."

11. Election of members to the Board of Directors

  • The recommendations from the Nomination Committee are available at the Company's website.
  • The Board of Directors proposes that the General Meeting passes the following resolution:

"In accordance with the recommendation from the Nomination Committee, Frank O. Reite is elected and Peter Ditlef Knudsen is re-elected as members 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

Frank O. Reite"

12. Election of members to the Nomination Committee

  • The recommendations from the Nomination Committee are available at the Company's website.
  • The Board of Directors proposes that the General Meeting passes the following resolution:

"In accordance with the recommendation from the Nomination Committee, Charlotte Håkonsen is elected as chair and Ingebret G. Hisdal 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:

Charlotte Håkonsen (Chairperson)

Ingebret G. Hisdal"

13. Reduction of the share capital

  • The Board of Directors proposes that the General Meeting passes the following resolution:
  • 1. The share capital is reduced by NOK 606,165,050 to NOK 60,616,505 by reducing the nominal value of each share from NOK 10 to NOK 1. The reduced amount will be transferred to other equity and will constitute unrestricted other deposited equity. When this resolution takes effect, § 4 of the Company's articles of association shall be amended to state the Company's share capital and number of shares following the reduction in the share capital.
  • 2. The CEO is authorized to make such amendments as may be necessary to register this resolution with the Norwegian Register of Business Enterprises (Foretaksregisteret).

14. - 18. 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.