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Odfjell Group AGM Information 2010
3700_rns_2010-05-05_b75a30a2-b485-44d7-a140-65180aed47df.pdf
AGM Information
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Annual General Meeting
Bergen 4 May 2010
ODFJELL
Annual General Meeting 4 MAY 2010
- Opening
- Election of Chairperson and a shareholder to co-sign the protocol
- Approval of this meeting's Chairman
- Approval of notice of meeting and agenda
- President/CEO's orientation
- Adoption of the parent company's and the consolidated profit and loss accounts and balance sheets for 2010
- Allocation of the parent company's profit for the year
- Proposal concerning Directors' remuneration for 2009
- Election of Directors
- Further authorisation of acquiring treasury shares
- Board of Directors' statement on salary and other benefits to the management and the advisory vote of the General Meeting
- Amendment to Article 4 of the Article of Associations
ODFJELL
HIGHLIGHTS 2009
- Soft parcel tanker market with time-charter results 7% lower than third quarter
- Continued strong operating results from tank terminals
- Compensation from Sevmash of USD 43 million
- Pre-tax effect of impairment charges of USD 14 million relating to Odfjell Terminals Maritiem and one ship planned for recycling
- EBITDA 2009 USD 182 million
- Net result 2009 USD 121 million
ODFJELL
RESULT 2009
| (USD million) | 2009 | 2008 | Change |
|---|---|---|---|
| Gross Revenue | 1 264 | 1 476 | (212) |
| Voyage Expenses | (449) | (548) | 99 |
| TC Expenses | (191) | (197) | 6 |
| Operating Expenses | (329) | (330) | 1 |
| General and Administrative Expenses | (113) | (117) | 4 |
| Operating Result before Depr. (EBITDA) | 182 | 286 | (104) |
| Depreciation | (151) | (141) | (10) |
| Compensation | 43 | 0 | 43 |
| Impairment fixed assets | (14) | 0 | (14) |
| Capital Gain/Loss on Fixed Assets | 1 | 53 | (52) |
| Operating Result (EBIT) | 61 | 198 | (137) |
| Net finance | (35) | (52) | 17 |
| Taxes | 95 | 17 | (78) |
| Net Result | 121 | 163 | (42) |
STATEMENT OF COMPREHENSIVE INCOME
| (USD mill) | 31.3.2010 | 31.3.2009 | 31.12.2009 |
|---|---|---|---|
| Net result | (4) | (8) | 121 |
| Cash flow hedges changes in fair value | 5 | 12 | 85 |
| Cash flow hedges transferred to profit and loss statement | (12) | 17 | 23 |
| Net gain/(loss) on available for-sale investments | 0 | (0) | 5 |
| Exchange rate differences on translating foreign operations | (10) | (13) | 1 |
| Other comprehensive income | (17) | 15 | 115 |
| Total comprehensive income | (20) | 7 | 236 |
| --- | --- | --- | --- |
Allocated to:
Minority interest (0) (8) (1)
Shareholders 20 8 237
ODFJELL
ALLOCATION OF PARENT COMPANY'S PROFIT FOR THE YEAR
Dividend USD 0 mill
Other equity USD 100 mill
Total allocated USD 100 mill
ODFJELL
FLEET DEVELOPMENT 2009
- Bare-boat charter with National Chemical Carriers (NCC) of MT NCC Jubail (1996), MT NCC Mekka (1995) and MT NCC Riyad (1995), all stainless steel for 10 years with purchase option.
- Time charter for MT Bow Baha (24 728 DWT/1988), MT Bow Asir (23 001 DWT/1982) and MT Bow Arar (23 002 DWT/1982).
- The time charter agreement of MT Bow Arar and Bow Asir were later cancelled and replaced by sale and short-term charter back of MT Bow Hunter (23 002 DWT/1983) and MT Bow Pioneer (23 016 DWT/1982).
- Acquisition of MT Bow Victor (33 190 DWT/1986), sister vessel to MT Bow Viking.
ODFJELL
FLEET DEVELOPMENT 2009
-
In June 2009, Odfjell signed a 50/50 joint venture agreement with NCC to establish NCC-Odfjell in Dubai. The company is set up to commercial operate our respective fleets of coated (IMO) 2/3) chemical tankers of 40 000 DWT and above. Start-up early 2010 with 15 vessels and a total capacity of nearly 660 000 DWT. Plan to grow to 31 vessels and a total DWT of nearly 1.4 millions over the next 3 years.
-
Termination of Odfjell Ahrenkiel Europe and relocation of the pool management to Odfjell Bergen, Norway.
ODFJELL
TANK TERMINAL DEVELOPMENT 2009
- Successful commissioning of expansion projects in Oman, Houston and Singapore.
- Start-up of green field project in Iran.
- Start-up of new tank bay expansion of totally 80 000 cbm at Odfjell Terminals Korea.
- Two new long-term contracts for additional 425 000 cbm in Oman, scheduled for completion in 2011.
- Commissioning of a new quay wall, adding valuable berth capacity at Odfjell Terminals Rotterdam.
ODFJELL
HIGHLIGHTS FIRST QUARTER 2010
- Net result a loss of USD 4 million, EBITDA of USD 49 million and EBIT of USD 10 million
- Stable time-charter results (exclusive of bunker hedging) compared to fourth quarter 2009
- Continued strong results from tank terminals
- Contribution of USD 12 million to EBITDA from hedging of bunkers and currency
- Four ships sold for recycling
ODFJELL
RESULT 1ST QUARTER 2010
| (USD million) | 1Q2010 | 1Q09 | Change |
|---|---|---|---|
| Gross Revenue | 310 | 311 | (1) |
| Voyage Expenses | (110) | (98) | (12) |
| TC Expenses | (48) | (52) | 4 |
| Operating Expenses | (75) | (82) | 7 |
| General and Administrative Expenses | (28) | (28) | 0 |
| Operating Result before Depr. (EBITDA) | 49 | 51 | (2) |
| Depreciation | (38) | (36) | (2) |
| Capital Gain/Loss on Fixed Assets | (1) | 0 | (1) |
| Operating Result (EBIT) | 10 | 15 | (5) |
| Net finance | (9) | (18) | 9 |
| Taxes | (5) | (5) | 0 |
| Net Result | (4) | (8) | 4 |
OPERATING RESULT PER SEGMENT
| USD million | 1Q09 | 2Q09 | 3Q09 | 4Q09 | 1Q10 |
|---|---|---|---|---|---|
| Parcel Tankers | 24 | 25 | 18 | 6 | 19 |
| Tank Terminals | 27 | 27 | 29 | 27 | 30 |
| Sum EBITDA | 51 | 52 | 47 | 32 | 49 |
| USD million | 1Q09 | 2Q09 | 3Q09 | 4Q09 | 1Q10 |
| --- | --- | --- | --- | --- | --- |
| Parcel Tankers | (5) | (4) | (11) | 14 | (11) |
| Tank Terminals | 20 | 20 | 21 | 6 | 21 |
| Sum EBIT | 15 | 20 | 10 | 20 | 10 |
ODFJELL
NET RESULT
Per Quarter (in USD million)
Accumulated
163
11
(16)*
ODFJELL
*Annualised
BALANCE SHEET
USD mill
ASSETS
USD mill
LIABILITIES & EQUITY
ODFJELL
FLEET DEVELOPMENT 2010
- In February Odfjell Tankers took the MT Southern Jaguar (19,997 DWT/2009) on two years time charter for worldwide trading.
- During first quarter, four ships, Bow Maasslot, Bow Maasstroom, Bow Power and Bow Fighter were sold for recycling.
- Late April, Odfjell took delivery of one 51,000 DWT IMO 3 product tanker from SLS Shipbuilding Co Ltd, Korea.
Newbuilding at the SLS yard in Korea
| Yard | Number | Delivery | Owner |
|---|---|---|---|
| Chuan Dong | 6 | 2011-2012 | Odfjell |
ODFJELL
FLEET DEVELOPMENT – VESSEL AGE
ODFJELL
TANK TERMINAL DEVELOPMENT 2010
- Completion of the Exir Chemical Terminals PJCCO (Iran) project with a total of 22,000 cbm.
- Expansion construction of two tanks with a total of 10,700 cmb started in Houston.
- Expansion construction of 15 tanks with a total of 63,120 cmb will start at Odfjell Terminals (Korea).
| Location | CBM Expansion | New total | Completion |
|---|---|---|---|
| Houston | 10 700 | 331 300 | Q3 2010 |
| Oman | 425 000 | 1 267 500 | Q1 2011 |
| Korea | 63 120 | 313 710 | Q1 2011 |
Start up for expansion construction in Houston
Exir Chemical Terminals PJCCO
ODFJELL
PROSPECTS – ODFJELL
- On the shipping side the recovery is slow.
- Good second quarter activity in certain trades, but pressure on freight rates will probably continue.
- Certain operators are entering new trades.
- Disposal of older units has made our tonnage situation tighter.
- Further fleet reduction (older units).
- Deliveries of newbuildings will continue.
- Ships on order will probably be delayed or not delivered.
- The rise of bunkers prices concerns, and may hamper recovery of out time charter results.
- Continued challenging market, but believe we will see a slow but gradual improvement of our time charter earnings.
- Tank terminal results expected to remain strong.
ODFJELL
STATEMENT ON SALARY AND OTHER BENEFITS TO THE MANAGEMENT FOR 2010 AND 2011
It is Odfjell’s policy that Management shall be offered competitive terms of employment in order to ensure continuity and to enable the Company to recruit qualified personnel. The remuneration is structured so that it promotes the creation of value for the Company. The remuneration shall not be of such a kind or magnitude that it may impair the business or the public reputation of the Company.
A basic, straight salary is normally the main component of the remuneration. The remuneration may however consist of a basic salary and other supplementary benefits, hereunder but not limited to payment in kind, incentive/recognition pay, termination payments and pension- and insurance schemes. The Company does not run any share option schemes, nor other benefit programs as mentioned in the Public Limited Companies Act section 6-16 subsection 1 no. 3. There are no specific limits regulating the different categories of benefits nor the total muneration of Management.
ODFJELL
STATEMENT ON SALARY AND OTHER BENEFITS TO THE MANAGEMENT FOR 2010 AND 2011 CONT.
Remuneration to Management in 2009 was in compliance with the above guidelines. The total remuneration to the managers in the Executive Management Group in 2009 was NOK 11.3 million. This amount is comprised of fixed and variable remuneration as follows;
- Fixed remuneration 94%
- Variable remuneration 6%
Variable remuneration was awarded in 2008 and paid out in 2009. The award was based on a discretionary evaluation system extended by the Board.
Please also see Note 8 to the Odfjell Group accounts for more details about the remuneration to the Management in 2009.
ODFJELL
Amendment to Article 4 of the Articles of Association
"It is not necessary to forward to the shareholders documents relating to matters to be deliberated by the General Meeting, hereunder documents required by statute to be included in, or appended to, the notice of the General Meeting, provided that such documents are available on the website of the Company. A shareholder may nevertheless request that documents relating to matters to be deliberated by the General Meeting are forwarded to him or her."
ODFJELL
ODFJELL