Saga Pure — Proxy Solicitation & Information Statement 2010

Sep 28, 2010

SAGA TANKERS

Summons to Extraordinary General Meeting in Saga Tankers ASA

An Extraordinary General Meeting in Saga Tankers ASA will take place on 21 October 2010 at 09:00 hrs (CET) at the premises of the Company at Haakon VII gt. 1, 8th floor in Oslo.

The Board has proposed the following agenda:

1. Opening of the general meeting by Einar J. Greve
2. Election of Einar J. Greve to lead the general meeting
3. Election of a person to co-sign the minutes from the General Meeting together with the chairman of the meeting
4. Approval of the summons and agenda
5. Proposal for a reduction of the share premium fund. The reduced amount will be transferred to Other Equity.

Voting guidance

Shareholders may submit their votes electronically in advance by logging on to www.sagatankers.no under the Investors Relations section. Please follow the instructions.

If you are not already pre-registered with "Investortjenester" as described in the proxy form, you will be sent the PIN CODE and REFERENCE number by postal mail so that you can submit your votes electronically by logging into www.sagatankers.no. Please note electronic voting requires the investor to use his/hers PIN CODE and REFERENCE number.

Shareholders who are unable to attend the General Meeting, or unable to use electronic voting, may submit a proxy to a person of their own choice or to the Chairman of the meeting. Shareholders or persons acting under a proxy who wants to participate in the General Meeting must notify the company beforehand. The notification regarding participation or proxy must be received at the latest by 20 October 2010 at 12:00 CET.

Additional information regarding item 5.) together with a notice of attendance/proxy are attached.

Oslo, 28. September 2010

SAGA TANKERS ASA

On behalf of the Board according to proxy

Arne Blystad

Chairman of the Board

Saga Tankers ASA Haakon VII s gate 1, 8th floor, 0161 Oslo, Norway

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SAGA TANKERS

Attachment

Attachment to item 5 - Proposal for a reduction of the share premium fund

The Board is of the opinion that the share premium fund, which is tied-up equity, is larger than necessary. The Board proposes to reduce the share premium fund and transfer the reduced amount to Other Equity, see the Norwegian Public Limited Liability Act § 3-2 and Chapter 12. This will enable greater flexibility, hereunder by increasing the Company's ability to distribute dividend to its shareholders in the future.

The Board, based on the audited balance sheet of 31 March 2010 and the subsequent capital increases, propose that the General Meeting approve the following resolution:

1. The share premium fund will be reduced with NOK 838.039.937 from NOK 838.039.937 to NOK 0,- (zero). The reduced amount will be transferred to Other Equity ("Annen egenkapital").

Please find the audited balance sheet of 31st March 2010 attached.

Saga Tankers ASA Haakon Vills gate 1, 8th floor, 0161 Oslo, Norway

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SAGA TANKERS

Saga Tankers ASA

Audited Financial Statements for the period from 24 March 2010 to 31 March 2010

Address:
Saga Tankers ASA
Haakon Villegi 1
0134 Oslo, Norway
Phone: +47 21 11 82 70
Telefax: +47 22 81 21 31
www.sagatanters.no

Contents

Statement of comprehensive income
Statement of financial position
Statement of change in equity
Cash flow statement
Notes to the financial statements

Saga Tankers ASA Haakon Vills gate 1, 8th floor, 0161 Oslo, Norway

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SAGA TANKERS

Saga Tankers ASA
Statement of comprehensive income
in NOK	Period from 24 March 2010 to 31 March 2010
Operating revenues	-
Operating expenses	-
Operating profit	-
Net financial items	-
Profit-loss before tax	-
Tax expenses	-
Net profit-loss	-
Other comprehensive income	-
Total comprehensive income	-
Saga Tankers ASA
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Statement of changes in equity
in NOK	Issued capital
Incorporation at 24 March 2010	1 000 000
Comprehensive Income	-
Transaction cost	-
Equity per 31 March 2010	1 000 000
Number of shares, beginning of period	1 000 000
Number of shares, end of period	1 000 000

Saga Tankers ASA Haakon Vills gate 1, 8th floor, 0161 Oslo, Norway

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SAGA TANKERS

Saga Tankers ASA

Cash flow statement

Period from	24 March 2010 to 31 March 2010
Profit before tax
Change in current liabilities	74 102
Net cash provided by/(used in) operating activities	74 102
Cash flow from financing activities	-
Issues of share capital	1 030 000
Cost of incorporation	(26 190)
Net cash flow provided by (used in) financing activities	1 003 810
Net increase/(decrease) in cash and cash equivalents	1 077 912
Cash and cash equivalents at the beginning of the period
Cash and cash equivalents at the end of the period	1 077 912

Saga Tankers ASA

Notes to The Financial Statements 31 March 2010

Note 1 General

Saga Tankers ASA is a company domiciled in Norway with business address Haakon VII gt. 1, 0118 Oslo. The company is fully owned by Blystad Shipholding Inc, a privately owned company domiciled in Oslo.

The principle activity of the company is to own interest in subsidiaries.

The Financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS), as endorsed by the European Union.

The company's financial year is from 1 January to 31 December. The financial statement is for the period from the date of incorporation to 31 March 2010.

The financial statements were approved by the board of directors on April 19th 2010.

Note 2 Summary of significant Accounting Policies

Basic policies:

The Financial Statement has been prepared under the historic cost convention.

Preparing financial statements in conformity with IFRS requires the management to make use of estimates and assumptions which affect the application of the accounting policies and the reported amounts of assets and liabilities, revenues and expenses. Estimates and associated assumptions are based on historical experience and other factors regarded as reasonable under the circumstances.

Cash and cash equivalents

Cash and short-term deposits in the balance sheet comprise cash at bank and in hand and short-term deposits with an original maturity of three months or less.

Other liabilities

Accounts payable and other short term liabilities are recorded in the financial statements at cost.

Balance Sheet Classification

Current assets and short-term liabilities include items due to less the one year from the balance sheet date.

Equity

Ordinary shares are classified as equity. Costs directly related to capital increases are regarded as a reduction in paid-in capital and are recorded against equity.

Saga Tankers ASA Haakon VII's gate 1, 8th floor, 0161 Oslo, Norway

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SAGA TANKERS

Saga Tankers ASA

Saga Tankers ASA

Statement of financial position

in NOK	Note	31 March 2010
CURRENT ASSETS	Cash and cash equivalents	3
Total current assets		1 077 912
TOTAL ASSETS		1 077 912
EQUITY	Share Capital	5
Share premium reserve		5
Retained earnings		3 810
Total equity		1 003 810
CURRENT LIABILITIES	Other current liabilities and accruals	26 190
Debt to group companies		6
Total current liabilities		74 102
TOTAL EQUITY AND LIABILITIES		1 077 912

Saga Tankers ASA Haakon Vills gate 1, 8th floor, 0161 Oslo, Norway

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SAGA TANKERS

Saga Tankers ASA Haakon Vills gate 1, 8th floor, 0161 Oslo, Norway

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SAGA TANKERS

PIN code:
Ref no:

Notice of Extraordinary General Meeting

An extraordinary general meeting in Saga Tankers ASA will be held 21 October 2010 at 9:00 CET at Haakon Vlls gate 1, 8th floor, Oslo, Norway

In the event the shareholder is a legal entity it will be represented by:

Name of representative
(To grant proxy, use the proxy form below)

Attendance form

If you wish to attend the extraordinary general meeting, we kindly ask you to send this form to Saga Tankers ASA c/o DnB NOR Bank ASA, Verdipapirservice, N-0021 Oslo, Norway, or fax to +47 22 48 11 71. Attendance may also be registered on Saga Tankers ASA's homepage on www.sagatankers.no or through "Investortjenester", a service provided by most Norwegian registrars. The pin code and the reference number are required for registration.

The form must be registered by DnB NOR Bank Verdipapirservice no later than 20 October 2010 12:00 CET.

The undersigned will attend at Saga Tankers ASA's extraordinary general meeting on 21 October 2010 and vote for

____ own shares
______ other shares in accordance with enclosed proxy

In total
________ Shares

Place
Date
Shareholder's signature
(If attending personally. To grant proxy, use the form below)

Proxy (without voting instructions)

PIN code:
Ref no:

If you are not able to attend the extraordinary general meeting, a nominated proxy holder can be granted your voting authority. Any proxy not naming proxy holder will be deemed given to Einar J. Greve or a person designated by him. The present proxy form relates to proxies without instructions. To grant proxy with voting instructions, please go to page 2 of this form.

We kindly ask you to send the proxy form to Saga Tankers ASA c/o DNB NOR Bank ASA, Verdipapirservice, N-0021 Oslo, Norway, or fax to +47 22 48 11 71. Web-based registration of the proxy is available through "Investortjenester", a service provided by most Norwegian registrars. The pin code and the reference number are required for registration.

The proxy must reach DnB NOR Bank Verdipapirservice no later than 20 October 2010 12:00 CET.

The undersigned : _____ (first name, last name)
hereby grants : ☐ Einar J. Greve (or a person designated by him)
or
Name of nominated proxy holder (Please use capital letters)

proxy to attend and vote at the extraordinary general meeting of Saga Tankers ASA on 21 October 2010 for my/our shares

Place
Date
Shareholder's signature
(Signature only when granting proxy)

With regard to rights of attendance and voting we refer you to The Norwegian Public Limited Liability Companies Act, in particular Chapter 5. A written power of attorney dated and signed by the beneficial owner giving such proxy must be presented at the meeting.

Saga Tankers ASA Haakon Vlls gate 1, 8th floor, 0161 Oslo, Norway

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SAGA TANKERS

Proxy (with voting instructions)

PIN code:
Ref no:

If you wish to give voting instruction to the proxy holder, please use the present proxy form. The items in the detailed proxy below refer to the items in the extraordinary general meeting agenda. A detailed proxy with voting instructions may be granted a nominated proxy holder. A proxy not naming a proxy holder will be deemed given to Einar J. Greve or any person designated by him.

We kindly ask you to send the proxy with voting instructions by mail or fax to Saga Tankers ASA c/o DnB NOR Bank ASA, Verdipapirservice, NO-0021 Oslo, Norway, or faxed to +47 22 48 11 71.

The proxy must reach DnB NOR Bank Verdipapirservice no later than 20 October 2010 12:00 CET.

The undersigned: _____ (first name, last name)

hereby grants (check-off):

☐ Einar J. Greve (or a person designated by him), or:
☐ Name of nominated proxy holder (please use capital letters)

proxy to attend and vote at the extraordinary general meeting of Saga Tankers ASA on 21 October 2010 for my/our shares.

The votes shall be submitted in accordance with the instructions below. Please note that any items below not voted for (not ticked off), will be deemed as an instruction to vote "in favour" of the proposals in the notice. Any motion from the floor, amendments or replacement to the proposals in the agenda, will be determined at the proxy holder's discretion. In case the contents of the voting instructions are ambiguous, the proxy holder will base his/her understanding on a reasonable understanding of the wording of the proxy. Where no such reasonable understanding can be found, the proxy may at his/her discretion refrain from voting.

Agenda EGM 21 October 2010	In favour	Against	Abstention
2. Election of Einar J. Greve to chair the meeting	☐	☐	☐
4. Approval of summons and agenda	☐	☐	☐
5. Proposal for a reduction of the share premium fund. The reduced amount will be transferred to Other Equity	☐	☐	☐

The abovementioned proxy holder has been granted power to attend and to vote for my/our shares at the extraordinary general meeting in Saga Tankers ASA to be held 21 October 2010.

Place ____
Date ____

Shareholder's signature
(Only for granting proxy with voting instructions)

With regard to rights of attendance and voting we refer you to The Norwegian Public Limited Liability Companies Act, in particular Chapter 5. A written power of attorney dated and signed by the beneficial owner giving such proxy must be presented at the meeting.

If the shareholder is a company, please attach the shareholder's certificate of registration to the proxy.

Saga Tankers ASA Haakon Vlls gate 1, 8th floor, 0161 Oslo, Norway