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a n n u a l r e p o r t 09

Wilson is one of Europe’s leading shipowning companies in the short sea bulk sector.

Wilson’s strength is the ability to combine

various contracts of affreightment in order to provide Norwegian and European industrial customers with competitive offers.

c o n t e n t s

3 2009 – and outlook 2010

4 Key financial figures

6 Continous presence

8 COA - Contract of affreightment

12 International network

16 Shareholder information

18 Risk factors

22 Corporate governance

26 Board of Directors’ report

31 Consolidated income statement

32 Consolidated balance sheet

34 Consolidated cash flow statement

35 Consolidated equity statement

37 Consolidated notes to financial statement

67 Wilson ASA income statement

68 Wilson ASA balance sheet

70 Wilson ASA cash flow statement

71 Wilson ASA notes to financial statement

77 Auditor’s report for 2009

78 Newbuildings

79 Wilson’s fleet

80 Organisation

2009 and outlook 2010

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009 has been a difficult year. The economic down turn and resulting fall in industrial production caused a 2 sharp drop in demand for maritime transport services, which in Wilson’s sailing area was evident in all markets.

The sharp reduction in contract volumes and a generally weak market had a marked impact on the company’s earnings. Given our historically high rate of contract coverage and the fact that our shipping segment does not normally experience the highest “peaks”, we must acknow ledge that the fall in volumes was more dramatic than expected. It has also taken longer than anticipated for the first signs of recovery to show.

Having said that, our startingpoint is nevertheless better than it was a year ago. The company is once again delivering positive cash flow from operations, and the improvements through the year have been satisfactory.

Costs have been reduced and we are now more “stream lined” than before the crisis began. Nominations from clients have begun to return, so that as we go into 2010 our momentum is at a completely different level than that seen generally in 2009. Increased volumes are also helping the system to function more efficiently. Overall, all these factors constitute a positive element in the continued strengthening of our relative competitive position.

In a longerterm perspective, we believe that the decisive factor for earnings will be the development in demand for transport services in our tonnage categories. Unlike other shipping segments, a rise in demand in our segment will not be offset by an increased supply of offerings from newbuildings. We believe, therefore, that the fundamental conditions, concurrent with improved economic develop ments, indicate positive developments for the company.

We will consequently go on working hard to continue delivering a competitive product with the flexibility and reliability that our clients demand.

Bergen, February 2010

Øyvind Gjerde CEO

Key Financial Figures

	2009	2008	2007	2006	2005	2004
INCOME STATEMENT(MNOK)	IFRS	IFRS	IFRS	IFRS	IFRS	NGAAP
Gross freight income	1 648	2 157	1 831	1 659	1 633	1 468
EBITDA	56	404	392	294	291	234
Operatingresult(EBIT)	-133	234	257	185	198	179
Financial result	101	-63	-120	-25	-1	-19
of which interest expense	65	89	63	36	31	23
Proft/loss before tax	-32	170	132	160	197	160
Proft/loss after tax	1	250	96	120	159	118

Earningsper share(NOK)	0.01	5.91	2.28	2.85	3.77	3.16
BALANCE SHEET(MNOK)
Equity	799	837	626	549	475	311
Total assets	2 385	2 584	2 090	1 760	1 330	1 083
Net interest-bearingdebt1)	1 326	1 351	898	816	559	566
MARGINER
EBITDA margin,%2)	3.4	18.7	21.4	17.7	17.8	15.9
EBIT margin,%3)	-8.1	10.8	14.0	11.1	12.1	12.2
Proft margin,%4)	-1.9	7.9	7.2	9.6	12.1	10.9
RETURNS
Return on equity,%5)	0.1	34.1	16.4	23.5	40.4	55.0
Return on total capital,%6)	-5.4	10.6	14.3	12.4	16.5	19.6
CAPITAL STRUCTURE
Debt-to-equityratio7)	1.7	1.6	1.4	1.5	1.2	1.8
Interest cover ratio8)	0.5	2.9	3.1	5.5	7.3	7.9
Equityratio,%9)	33.5	32.4	29.9	31.2	35.8	28.7

1) Excluding financial commitments arising from acquisitions

2) Operating result before depreciation and amortisation (EBITDA) as a percentage of gross freight income

3) Operating result (EBIT) as a percentage of gross freight income

4) Pre-tax result as a percentage of gross freight income

5) Result for the year after tax as a percentage of average equity

6) Operating result (EBIT) plus financial income, excluding profit on exchange, as a percentage of average total capital

7) Net interest-bearing debt over equity

8) Pre-tax result plus interest expense as a share of interest expense

9) Equity as a percentage of total capital

Wilson – European Short Sea Champion

3 LARGE FLEET
3 LARGE CLIENT BASE
3 EFFICIENT OPERATIONS
3 CONTINUOUS PRESENCE

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Continous presence

Wherever there is cargo, you will find a Wilson vessel. ilson’s business concept is to offer Norwegian and European industry competitive, reliable, flexible and longterm maritime W

ilson’s business concept is to offer Norwegian and European industry competitive, reliable, flexible and longterm maritime W transport services. In doing so, Wilson has gradually built up a fleet which as of 31 December 2009 totalled 108 vessels. The fleet consists mainly of dry cargo vessels between 1 500 dwt and 10 000 dwt which operate primarily in European waters. Wilson’s philosophy is for every vessel to be able to take any cargo at any time, and so most of the ships in the fleet have flexible hold solutions capable of accommodating most types of dry bulk and project cargoes.

The map to the left is a snapshot of the fleet’s position on a randomly selected day, in this case 20 December 2009. As the map shows, Wilson’s vessels are spread throughout European waters. Most of the vessels are active in the North Sea Basin and around the European continent, but in total the fleet covers an area stretching from the Mediterranean and north Africa in the south to the Barents Sea in the northeast, and from the Baltic in the east to Iceland in the west. Wilson has continously vessels in European waters and can adapt the transport patterns to meet clients’ varying requirements.

Owing to a very large fleet of vessels operating with relatively short voyages, the company makes many port calls during the year. Wilson’s bulk carriers made 9 102 port calls in 2009, an average of approximately one port call every hour – every day – throughout the year. The fleet’s sailing pattern also means that approxi mately 38 % of total sailing days are spent in loading and discharging ports.

For more information on individual vessels, please see the fleet list on page 79.

COA Contract of Affreightment

Wilson has a diversified client base and enjoys good, long-term relationships with many of its major clients. High contract coverage contributes to stability of earnings over time.

Cargo volume (1 000 tons)

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16 162
15 084
14 540 14 630 14 602
5 382
3 249 3 826 4 422 12 820
4 597 Spot
CoA
5 673
11 291 10 804 10 022 10 662 10 780 7 147
2004 2005 2006 2007 2008 2009
Solid customer base through more than 50 years
HYDRO ALUMINIUM
YARA
ELKEMYARA
STATOIL
FESIL
NORTH CAPE MINERALS
CELSA
NORSILDMEL
GERMAN STEEL PRODUCERS
FINNFJORD
1960 1970 1980 1990 2000 2010
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ilson’s contracts (Contracts of Affreightment COAs) are requirements contracts entered W into with Norwegian and European industrial clients for terms which normally vary from one to five years, although some have a term of 69 months and others up to 10 years. The average term of a COA is 2.5 years.

Volumes

In 2009, Wilson shipped a total of 12.8 million tons of cargo, of which around 7.1 million tons were contract cargo. The remain ing almost 5.7 million tons were transported in the spot market. This is an overall fall of 3.4 million tons (21%) on 2008, which is made up of a decrease of 3.7 million tons (34 %) in contract volumes and an increase of 0.3 million tons (6 %) in spot volumes. The fall in COA volumes occurred as a result of the broad collapse in transport require ments among industrial clients owing to the economic down turn. The surplus shipping capacity that arose at Wilson was, however, utilised in the spot market, giving rise to the increase in spot volumes carried.

Client portfolio

Contract turnover for 2009 derived from around 100 diffe rent clients in total, with the 10 largest clients accounting for about 36 % of the turnover, but with no single client account ing for more than 10 %. The company has in other words a welldiversified client base, and it also enjoys longstanding business relationships with the majority of clients. Among Wilson’s largest clients in 2009 are several whose relations with the company go right back to the 1960s and ’70s.

As a result of the steadily growing pace of internationali sation, a number of foreign companies have entered the list of our 10 biggest clients, such as Rio Tinto and Omya. This trend towards internationalisation is as a result of Wilson’s aim to increase activity outside Norway and to target international companies with transport requirements into

and out of Norway. An overall breakdown of Wilson’s transport patterns into foreign, domestic, import and export is shown on page 18. As the graph shows, the company’s activity in the past few years has been greatest in areas that do not involve Norwegian ports.

Wilson’s client base is thus made up of a combination of new and longstanding clients. Once the client contact has been established, it is highly likely for the relationship to continue, which is evidenced by the fact that Wilson has a high renewal rate on existing contracts.

Through the years, Wilson has shown the ability and the willingness to think innovatively in order to create the best possible solutions for clients’ transport requirements. New transport patterns and methods are being developed continually in collaboration with our clients, strengthening already good relationships.

Net/Day vs. spot earnings estimates

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NOK
50 000
40 000
30 000
20 000
10 000
2005 2006 2007 2008 2009
Estimate 3 500 dwt Estimate 6 500 dwt WEC net/day
Source: Norbroker Shipping & Trading AS
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Stability

High contract coverage makes Wilson’s earnings more stable than in a volatile spot market, as is well illustrated by the graph to the right. The graph shows Wilson’s net average earnings per day/T/Cequivalent daily earnings and market rates illustrated by spot earnings estimates for 3 500 dwt and 6 500 dwt vessels. Net earnings per day per vessel are defined as gross turnover less voyage costs, which typically include bunker and port charges. A comparison of Wilson’s net earnings per day and spot estimates shows that Wilson’s earnings over time have been less volatile than the fluctuating spot market. Through a high contract coverage the company achieves a more stable and predictable flo ~~w~~ of income than if the company had been more exposed to the spot market. The inherent risk i ~~n C~~ OAs did, however, become evident in 2009 with the substantial fall in volumes we experienced, although the company takes the view that the fall would have been even more pronounced if our exposure to the spot market had been greater.

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36 %
64 %
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Wilson’s 10 largest customers in 2009

Wilson’s 10 largest customers are equivalent to approximately 36 % of the turnover.

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Norsild-
Aggregates mel
Ind. 3 %
Omya 3 %
4 %
Finnfjord
Smelteverk
4 %
Elkem
20 %
Fesil
9 %
Rio Tinto
9 %
Yara
20 %
North Cape
Minerals
9 %
Hydro Aluminium
19 %
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3 Follafoss
4 Herøya
8 Klaipeda
2 Cork
7 Stettin
West Thurrock 11 6 Amsterdam
1 Antwerp
5
Terneuzen
Ballast
9 Bayonne
Bilbao 10
10
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COA Efficient operation

High capacity utilisation achieved through effective deployment of a large fleet carrying varying combinations of contract cargoes and spot cargoes, enables Wilson to provide Norwegian and European industry with competitive offerings across an extensive geographical area.

ne of Wilson’s strengths is the ability to combine vessels and cargoes effectively. By putting together Odifferent requirement contracts (COAs) and spot cargoes, Wilson is able to tailor competitive offerings for Norwegian and European industry across the company’s entire market area.

covered a geographical area stretching from Follafoss in the north to Bilbao in the south, and from Cork in the west to Klaipeda in the east.

The round trip which starts in Antwerp and ends in West Thurrock lasts about 46 days, where 6 of these are days in ballast. This equals a ballast percentage of about 13 %. To achieve such good average figures, it is essential to arrive at the port in question at the right time so as to avoid unnecessary waiting. Loading and discharging in European industrial ports normally occurs on weekdays only, so weekends need to be used for moving ships between different destinations in order to optimise time use.

An effective combination of different COAs, supplemented with a number of spot cargoes, enabled Wilson to maintain average capacity utilisation as high as 87 % throughout 2009, i.e. a ballast percentage of 13 % as the share of total days. Owing to the difficult state of the market, the company laid up a small number of ships in 2009, the effect of which is not included in the estimated capacity utilisation.

Wilson aims to constantly increase the number of contracts to optimise capacity utilisation, where low ballast and efficient operations benefit customers through a range of new offerings. By supplementing volume with new contracts in and out of strategic areas, there is continued scope for making sailing patterns even more efficient.

As an illustration of capacity utilisation, the map to the left shows the sailing pattern over a period of approximately 1.5 months for a randomly selected vessel, in this case the Wilson Heron (4 230 dwt). As the table shows, over this period the Wilson Heron carried a variety of cargoes and

Wilson Heron during the period 19.09.2009 - 04.11.2009:

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From To	Cargo	Ballast	Days	Total
Antwerp Cork	Fertiliser		4.10
Cork Cork		0.02
Cork Follafoss	Woodpulp		7.00
Follafoss Herøya		2.58
Herøya Terneuzen	Fertiliser		5.19
Terneuzen Amsterdam		0.50
Amsterdam Stettin	Coal		4.57
Stettin Klaipeda		2.57
Klaipeda Bayonne	Urea		10.80
Bayonne Bilbao		0.38
Bilbao West Thurrock	Sodium sulphate		8.45
		6.04	40.11	46.15

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International network

Wilson has several companies established in areas of strategic importance. Common to them all is that each company individually is important to maintain the high quality of Wilson’s services. This strategy has enabled Wilson to gain a foothold in markets outside Norway and to capture a more central position in the value chain associated with the company’s activity.

hrough Wilson’s international operations, the company has access to a large network of knowledge, T experience and resources. The challenges facing the industry have many parallel similarities, despite the slightly differing basic premises in the different countries. The inter nationalisation of the industry has also created a need to be able to view many areas from an international perspective.

Nesskip hf.

Nesskip hf. has its head office in Seltjarnarnes outside Reykjavik, Iceland, from where it runs its affreightment and ships agency business with a staff of eight. Nesskip serves the whole of the Icelandic market, and enjoys a leading position in both affreightment and ships clearance.

Through Nesskip, Wilson is ensured a longterm presence in Iceland. Nesskip deals with the daytoday contact with Wilson’s Icelandic clients, and is important for securing Wilson’s market position in the country.

The localisation of the international subsidiaries in key areas for Wilson enables the Group to adapt to the prevailing conditions. Wilson’s international network enables know ledge sharing across borders, and increases the company’s ability to identify and manage local fluctuations in demand and other challenges. A local presence further more ensures quicker and more direct interaction with clients, suppliers and local authorities. This again leads to greater efficiency and productivity for Wilson, and problemfree and more reasonably priced total logistics for many of Wilson’s clients.

Although clearance and affreightment services for the Wilson fleet are a major element of Nesskip’s operations, clients outside the Wilson system form a very important

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9
5
7
Wilson’s offices 1
1 Wilson - Bergen
2 Wilson NRL Transport GmbH - Duisburg
3 Wilson Agency B.V. - Rotterdam
4 NSA Schifffahrt und Transport GmbH - Hamburg
5 Nesskip hf. - Reykjavik
4
6 Unistar Shipping Co. Ltd. - Limassol
3
7 Wilson Crewing Agency Ltd. - Arkhangelsk 2
8 Wilson Crewing Agency Odessa Ltd. - Odessa
9 Wilson Murmansk Ltd. - Murmansk
8
6
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Wilson Stadt with project cargo.

part of the company’s activities. Both shipping companies and cargo owners collaborate with Nesskip to create good solutions to meet their unique requirements, enabling Nesskip’s competence to satisfy most needs in the maritime transport of both dry and liquid goods.

Following further share acquisitions in Nesskip, as of 31 December 2009 Wilson controlled 87.7 % of Nesskip. By the middle of 2012 Wilson aims to have taken over the remaining 12.3 % of the shares in the company, making Nesskip wholly owned by Wilson.

For more information about Nesskip, please see the company’s website at www.nesskip.is.

Wilson Agency BV

Wilson Agency BV represents the Wilson Group in Rotterdam, Europe’s largest port. Wilson Agency is run by a staff of eight and in 2009 handled 605 port calls. This makes the agency an important link in the chain of coordination and optimisation of Wilson’s many port calls in Rotterdam and surrounding parts. In addition the company handles pre and posttransport for many of Wilson’s clients.

Wilson Agency also handles marketing and client contacts for Wilson’s NorwayRhine Line and is a point of contact for both public authorities and suppliers in the Netherlands.

The establishment of Wilson Agency has enabled Wilson to offer its clients a number of services. Several of Wilson’s

contractual clients have already chosen to employ the agency to arrange midsea transfer of cargo, customs clearance and temporary warehousing. Wilson is thus able to deliver a “doortodoor” service to its clients, in which costs can be minimised and the client need only deal with one point of contact for the entire logistics chain.

Wilson NRL Transport GmbH

Wilson NRL Transport GmbH is located in new, modern premises in the centre of Duisburg, Germany. The company is well placed in the heart of the Ruhr area, where it handles all of Wilson’s port calls in Duisburg and surrounding parts. Wilson NRL Transport is responsible for an important part of the marketing of Wilson’s NorwayRhine Line. The proxi mity to the German steel industry permits Wilson NRL Transport both to maintain and develop the 50year long collaboration Wilson has enjoyed with German industry. In addition, Wilson NRL Transport has close contacts with other suppliers of steel and general cargo destined for Norway. The company can thus ensure that cargo is collected from all over Europe and brought to Duisburg, for shipping by Wilson vessels to Norway.

The company employs a staff of five, and is highly know ledge able and expert with regard to local conditions in the Ruhr area. This expertise is used to assist Wilson’s clients with both pre and posttransport of goods for carriage on Wilson’s vessels.

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Wilson Gdynia in Swedish waters.

Wilson Murmansk Ltd.

Wilson became established in Murmansk in the spring of 2009 with the setting up of the company Wilson Murmansk Ltd. The purpose of the company is to maintain contacts with Russian industry, and to help coordinate Wilson’s many port calls in the region.

In addition to maintaining client contacts the local network also enables the company to provide ships clearance and to handle pre and posttransport of goods both for Wilson and for third parties. The company currently has a staff of one.

NSA Schifffahrt und Transport GmbH

NSA Schifffahrt und Transport GmbH operates an ordinary ships agency business for Euro Container Line, and acts as a line, port, cruise and affreightment agent for shipping companies and line operators and for European exporters and importers. The company assists its clients with cargo bookings, shipping focused on Scandinavia and the Baltic, and administration and execution of various port activities. Approximately twothirds of the activity is related to Euro Container Line, the rest to external clients. The company’s head office is in Hamburg, Germany.

Wilson Crewing Agency Ltd.

Competent mariners are one of Wilson’s decidedly most important resources, and Wilson Crewing Agency Ltd. (WCA) is an important tool for ensuring that Wilson’s vessels are well crewed. The business, which is located in Arkhangelsk in Russia, started operations more than 10 years ago, and is now responsible for the major part of Wilson’s crew recruitment and training. Wilson employs in total more than 1 000 mariners through WCA, most of whom are recruited from Arkhangelsk and the northwest of Russia. They are a loyal and stable workforce with a good knowledge of Wilson and of the needs and requirements of Wilson’s clients.

WCA organises officers’ conferences regularly in partner ship with Wilson Ship Management. This is part of Wilson’s strategy of ensuring that the officers on board the vessels are always professionally and technically up to date. WCA currently has nine employees.

Wilson Crewing Agency has a sister company in Odessa, Ukraine, which does similar work to WCA but aimed at the Ukraine market. This company was established in 2007 and has to date recruited close to 120 mariners to sail on Wilson’s vessels.

Analytical information

3 SHAREHOLDER INFORMATION 3 RISk FACTORS

Shareholder information

he, liquidity in the Wilson share was limited also in 2009 due to the company’s highly concentrated T ownership structure, with the principal share holder, Caiano AS, owning 90.2 % of the shares. At the same time, the company’s other major shareholders maintained relatively stable positions. The share was traded on average only about once every fourth trading day during the year and volumes were limited.

Irrespective of Caiano’s dominant position in Wilson, the established principles for the company’s dividend, share holder and investor policy remain fixed.

pay the dividend as soon as practically possible following that decision.

As a result of 2009 being an extremely difficult year in the market, Wilson’s liquidity came under pressure and the company was granted deferral of the downward adjustment of a loan facility totalling MNOK 45. The downward adjust ment, which should have taken place in December 2009, has been deferred until 2011 and 2012. The company has been charged by the lender not to pay dividend until the deferred downward adjustment has taken place.

Investor policy

Shareholder policy

Wilson aims to provide its shareholders with a high, stable return on their investment over time, through the payment of dividends and positive share price performance. Both the dividend and share price performance will reflect the company’s relative economic development.

The company underlines the importance of providing the securities market and other interested parties with relevant and timely information in order to give investors a full and complete basis on which to make their investment decisions.

At an Extraordinary General Meeting on 18 December 2009, the Board of Directors was authorised to raise a convertible bond loan where any new shares from the conversion may not exceed a maximum of 10 000 000 new shares, i.e. equal to around 24 % of issued shares at the current time. The authorisation will remain valid until the Annual General Meeting in 2011 and has to date not been used. The General Meeting has not authorised the company to purchase own shares.

Wilson publishes interim (quarterly) and annual financial statements in accordance with the financial calendar as communicated to the market and as reproduced on the company’s website. The company’s management have previously held presentations in connection with the announce ment of results in both Oslo and Bergen. As atten dance at these presentations has been falling off and at times very limited, the company found it no longer appropriate to continue holding them. The management is instead available to interested parties following the announce ment of interim results when it will comment on the figures and the content of the interim report. The company will keep under review the possible need to revive presentations of interim results.

For the announcement of regulatory information, Wilson has entered into an agreement with the information service Hugin, which will ensure broad and unison distribution of information.

Wilson maintains a selfimposed ”quiet period” for two weeks prior to the public announcement of interim results, during which contact with external analysts, investors and journalists is limited to a minimum.

Dividend policy

The Board recommends no dividend payment for the 2009 financial year.

Wilson’s established dividend policy is to aim to pay a final annual dividend of 2530 % of the company’s profit after tax. The dividend recommended to the Annual General Meeting by the Board of Directors will, however, take into account the company’s growth ambitions in a cyclical upturn and solidity/solvency performance in a cyclical downturn. Where the Annual General Meeting adopts the Board’s recommendation, the company will endeavour to

Wilson – share performance

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20,00
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14,00
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02.01 02.02 02.03 02.04 02.05 02.06 02.07 02.08 02.09 02.10 02.11 02.12
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Share price performance

The share price performance was negative in 2009, from NOK 19.10 per share at the start of the year to NOK 17.50 per share at yearend. The highest trading price in 2009 was NOK 20.00 (8 April) and the lowest NOK 16.10 (15 December).

The graph to the right shows the relative share performance in 2009 visàvis the Oslo Børs Benchmark Index and the Oslo Børs Industrial Index. The Wilson share did not perform as well as the Oslo Børs Benchmark Index, but since the share in many ways reflects the general industrial activity, it performed on level with the Industrial Index.

WILS vs. Oslo Børs

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60 %
50 %
40 %
30 %
20 %
10 %
0 %
-10 %
-20 %
-30 %
-40 %
02.01 02.03 02.05 02.07 02.09 02.11 30.12
Wilson OSE20GI OSEBX
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Shareholders at 31 December 2009

At 31 December 2009 Wilson had 213 shareholders.

The 20 largest shareholders

20 largest shareholders in Wilson at 31 December 2009

Name	No. of shares	Shareholding%	Nationality
Caiano AS	38 070 599	90.2	NOR
Pareto Aksje Norge	956 800	2.3	NOR
Ivan AS	623 000	1.5	NOR
Pareto Aktiv	501 600	1.2	NOR
Garms HoldingAS	372 000	0.9	NOR
Slethei AS	367 100	0.9	NOR
Casavi AS	160 000	0.4	NOR
Pareto Verdi	110 200	0.3	NOR
Bergtor AS	102 000	0.2	NOR
Slethei	73 500	0.2	NOR
Holter-Sørensen Invest AS	72 500	0.2	NOR
Crown Hill CharteringAS	50 000	0.1	NOR
Carrera Industrier AS	49 000	0.1	NOR
Torei IV AS	45 000	0.1	NOR
MP Pensjon	44 000	0.1	NOR
Steinsbø	36 500	0.1	NOR
Baia IV AS	28 000	0.1	NOR
Eidesvik Invest AS	27 000	0.1	NOR
Crown Hill ShippingAS	25 000	0.1	NOR
Throndsen	21 100	0.0	NOR
Total 20 largest shareholders	41 734 899	98.9
Total other shareholders	481 101	1.1
Total number of shares	42 216 000	100.00

Financial Calendar 2010

Financial Statements Q4 2009 and final Financial Statements 2009 25.02.2010 Financial Statements Q1 2010 05.05.2010 Financial Statements Q2 2010 12.08.2010 Financial Statements Q3 2010 04.11.2010 Ordinary General Meeting 08.04.2010

Risk factors

ilson’s core business activity is to supply Norwegian and European industry with Wmaritime transport solutions, primarily by means of flexible requirement contracts (COAs). The main activity is dry cargo freight, a market that is exposed to global and regional economic fluctuations. Earnings in this industry are in other words cyclical, at a pace with economic developments. Wilson’s activities are principally carried on in European waters, so that the general trend in demand in Europe will have great significance for clients’ needs for transport services.

Maritime transport services in the short sea shipping segment compete with other transport modules, including primarily road and rail transport, where the relative position of strength between these categories can be influenced by political decisions. Stable external conditions that do not disfavour maritime transport are therefore crucial for earnings in the segment.

Wilson’s overall risk position can be divided into three main categories: market risk, financial risk and operational risk.

Market risk

The most important factor affecting the company’s business is general economic activity. Wilson’s earnings will in many ways be a reflection of the general economic cycle in the areas where the company operates, which will again be influenced by fluctuations in global supply and demand. As a result of Wilson’s European focus, intraEuropean trends will have most significance for the company’s earnings.

Wilson’s core business activity is maritime transport, with ships sized from 1 500 to 10 000 dwt. Traditionally, the small bulk market has been less volatile and less influenced by global fluctuations than the market for major bulk carriers. Recent events with considerable falls in volume and falls in freight rates have on the other hand shown quite clearly that the short sea market is not protected from global fluctuations, although freight rate volatility through the economic downturn has been less marked for the small bulk sector than for larger tonnage.

The company has worked purposefully over the years to create a portfolio of contracts with Norwegian and international industrial clients, where the plan for the

Turnover divided into trade patterns 2004-2009

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Mill NOK
800
2004
2005
700
2006
2007
600 2008
2009
500
400
300
200
100
0
Foreign trade Domestic trade Import Export
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portfolio contains an important restriction which involves not becoming overly dependent on individual clients or specific trades. Furthermore, the company works hard to optimise its contract portfolio by securing return cargoes from areas with a lot of incoming cargo. The fall in volumes in 2009 is not a result of the company having lost contracts; the number of contracts has remained relatively stable throughout the year – but is to do with the inherent nature of COAs: when clients’ needs diminish or fall away entirely, the transport service is reduced or disappears.

The geographic dispersion of Wilson’s shipping activity is sum marised in the graph above. Historically, the company has derived much of its sales revenues from Norwegian industry, but this dependence has been consciously modified over the years. As the diagram shows, the volume of transported goods that does not pass through Norwegian ports has been increasing in recent years, with relative growth being highest in the past year. Pure foreign transport now considerably exceeds both import and export volumes. Pure domestic transport has levelled out at around 67 % of overall company sales revenues. For 2009, dispersion was impacted by a decrease in contract volumes, which resulted in more capacity becoming available in the spot market, where spot activity was predominately in foreign transport only.

Company contract coverage in 2009 was at a low level,

approximately 48 % measured in terms of sailing days. The duration of underlying contracts normally varies from just under one year to as many as five. Contracts typically regulate price and maximum volume. Requirement contracts (COAs) seldom indicate, per definition, a minimum volume that clients are obliged to ship. The drop in clients’ transport needs in 2009 illustrates the volume risk in this type of contract. However, based on our experience data with respect to transport patterns, combined with the composition of the contract portfolio, this is an overall volume risk that the company has deemed acceptable. The events of 2009 have not changed this view. The ability to optimise the sailing pattern and, through that, generate economies of scale, has historically given the company greater predictability on the earnings side than with greater exposure to the spot market. It is the company’s view that this is also the case for 2009.

The 2009 downturn in the sector occurred as a result of a broad collapse in demand. Unlike other shipping markets, however, the short sea market is not viewed as being exposed to a destructive supply side as a result of over contracting. Deliveries of newbuildings to the sector in the time ahead are expected to be moderate and not to bring about further pressure on freight rates.

Wilson is exposed to a general increase in costs. Bunker costs is one of the Group’s major cost items, with trends in bunker prices closely tied to changes in the price of crude oil. The price of bunkers rose through 2009. Despite this, Wilson’s results have been only slightly impacted by the price increase, since most of the company’s contracts contain a bunker clause. The bunker clauses vary somewhat in their structure, but all of them help reduce the effect of fluctu ations in bunker prices. Lower contract volumes in 2009 had more of an impact than in previous periods, however, since there is currently no corresponding risk cover for spot market activity. It is Wilson’s opinion that, over time, the spot market will partly reflect changes in bunker prices.

Operational risk

Wilson is run as a fully integrated shipping company, with technical and commercial operations gathered under one roof. This gives shorter routes for decisionmaking, and more efficient management and operation. The company owns most of its available tonnage.

Technical management is done by a dedicated team who follow up everything from ordinary technical purchases for the ships to project planning and necessary upgrades and dockings. Continual maintenance is ensured by having each vessel undergo a thorough inspection at full docking, on average once every 30 months. This ensures that vessels are in good operating order and maintain their secondhand value.

The size of the company fleet allows less dependency on each ship. Having many ships in each segment permits the company always to have tonnage available if one or more ships are offhire.

Operational activity always involves some risk of accidents. Operational risk is mapped out using a comprehensive reporting system and measures are carried out to limit risk according to this. The economic consequences of operational risk are further reduced by using different insurance contracts. The company has Hull, Freight Interest, P&I and War Risk insurance for all its ships. Wilson also has a policy of taking out offhire insurance for the tonnage according to need, in the light of alternative tonnage costs.

The parameters for the company’s operational activities are set by, among others, national and international laws and regulations, including in particular flag state requirements and IMO regulations. Any amendments to these laws and regulations may impose extra costs and as an utmost consequence limit the use of tonnage.

Bunker prices 2004-2009

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USD/ton
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2004 2005 2006 2007 2008 2009
Source: Bergen Bunkers AS
MGO 30 CST 180 CST
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Financial risk

Wilson’s financial risk is primarily tied to trends in exchange rates and interest rate levels. The company has established strategies within defined limits for controlling and managing acceptable currency and interest rate risk.

Currency risk

Currency risk arises as a consequence of several factors. Wilson’s turnover is primarily in NOK and EUR. With a major increase in activity outside Norway, this means that the proportion of transactions in EUR has been increasing in the past few years. On the cost side, bunkers are primarily handled in USD, port costs and other voyage costs are primarily in EUR and NOK, crew costs in USD and administrative costs primarily in NOK. Chartering of ships on time charterparties is almost exclusively in EUR.

Where it is natural to do so, the company seeks to achieve a match on currency flows in the same currency. In addition, the company employs forward exchange contracts to hedge the level of currency that is bought or sold. Note 18 to the consolidated financial statements gives a detailed description of the company’s use of such financial instruments.

The company’s fleet and sales in the secondhand market are valued almost exclusively in EUR.

Interest rate risk

The company is exposed to changes in interest rate levels. Interest rate risk relates primarily to longterm liabilities. The company has used interestrate hedging instruments (interest swap agreements) to only a limited extent. Note 18 to the consolidated financial statements provides a detailed description of the company’s use of such financial instruments.

Credit risk

The risk that counterparties will not have the financial capacity to fulfil their commitments is viewed as low, and historically there have been few bad debts. As in recent years, there was no significant loss on claims in 2009.

Liquidity risk

The company’s liquidity position at 31 December 2009 consisted of bank deposits totalling MNOK 43 and available operating credit totalling MNOK 55. The Group’s liquidity at 31 December 2009 was low but acceptable. A loan raised from the principal shareholder will considerably strengthen the liquidity position.

Wilson has a loan offer amounting to MNOK 75 or the equivalent value in EUR from Caiano AS and will enter into the final agreement in March 2010. Interest will be charged on the loan at market rates and the loan will be interestonly for three years. The additional liquidity will strengthen the company’s working capital and be a buffer against the fulfil ment of financial obligations in the newbuildings programme, and the put options declared by Nesskip shareholders.

Sensitivity analysis

The risk factors described above will have a direct influence on company profitability. The table below shows the company’s sensitivity to changes in a selection of external parameters. The calculations are based on the effects on pre tax profit or loss of an isolated change to the parameter in question. For example, the effect of changes to port costs presupposes a stable currency rate. The calculations are based on the actual factors from 2009 in terms of fleet composition, expense levels, currency flows and hedging agreements. These are all factors that can change over time. The effects on pretax profit or loss must also be seen as estimates, and not 100 % exact calculations.

Effect on pretax profit or loss for 2009 of specific changes to different parameters:

Parameter	Change	Effect onpre-taxproft/loss
EUR rate	+/- NOK 0.1	-/+ TNOK 900
USD rate	+/- NOK 0.1	-/+ TNOK 2 200
Interest rate	+/- 1 %-point	-/+ TNOK 9 200
Port costs	+/- 1 %	-/+ TNOK 2 700
Net T/C earnings
per day	+/- NOK 100	+/- TNOK 2 900

Financial Statements and Board of Directors’ Report

3 CORPORATE GOVERNANCE

3 BOARD OF DIRECTORS’ REPORT

3 FINANCIAL STATEMENTS WILSON ASA – GROUP

3 FINANCIAL STATEMENTS WILSON ASA

Corporate governance

1. Corporate Governance report

The following report shows how Wilson complies with the principles and guidelines laid down in the Norwegian Code of Practice for Corporate Governance of 21 October 2009 issued by the Norwegian Corporate Governance Board (NUES). The report deals with the division of roles between shareholders, the Board of Directors and the daytoday management team at Wilson, and compliance with the mentioned principles. Corporate governance is regularly discussed by the company’s Board of Directors.

Deviation from the recommendations.

Wilson deviates from the recommendations in Section 7 concerning nomination committees for the reason that, owing to the company’s present concentrated shareholder structure, the Board of Directors does not deem it appropriate to have a nomination committee.
Wilson also deviates from the recommendations in Section 9 concerning the use of board committees. Wilson’s Board of Directors has no committees, with the exception of an audit committee.

Core values

As part of its corporate culture, Wilson has prepared and intro duced core values and ethical guidelines for the company’s operations. Wilson’s core values are to be reliable, service minded, professional, longsighted, sound, competitive and innovative. The employees shall reflect these core values in their conduct and in the work they do.

2. Activities

Wilson’s operations and activities are defined in the Articles of Association, which sets out the company’s objects as follows: “The Company’s business is to own, operate, manage and charter vessels, to engage in ship brokerage, clearance, commercial and agency activities, and industry, to own and manage real property, to conduct investment activities and to participate in other companies in Norway and abroad having similar objects”. The full text of the Articles of Association is available on the company’s website. Within the scope of these objects, the company has focused its business concept on offering Norwegian and European industry competitive, secure, reliable, flexible and longterm maritime transport services, primarily in the field of dry cargo affreightment.

Wilson has a growth strategy, with “growth” defined as an increase in the fleet’s available earning days and with the objective as steady growth relative to the market. Since 2005, the number of earning days in the core business Wilson Euro Carriers has increased from around 26 500 to around 29 000 in 2009, which represents an annual growth of about 3 %, also taking into account the decrease in capacity caused by vessels being laid up in the past year owing to the difficult state of the market.

3. Share capital and dividend

Wilson’s objective in terms of financial strength is to have book equity equal to at least 30 % of the balance sheet total on a consolidated basis. Considerable volatility in the currency markets has resulted in major unrealised changes in value for the company’s foreign currency loans and financial instruments. The company will take such unrealised changes in value into account in connection with reconciliation against the target figures.

Wilson wishes to generate a good, stable return for its shareholders. Return on shareholder capital, or shareholder value, is defined as the total of share price performance and dividends. Shareholder value should reflect the economic development of the company. In the case of direct yield in the form of dividends, Wilson’s aim is to pay an annual dividend of 2530 % of profit after tax. This objective will be assessed against the company’s growth ambitions in cyclical upturns and solidity/solvency performance in cyclical downturns, as well as the effect of unrealised items on profits. As a result of 2009 being an extremely difficult year in the market, Wilson’s liquidity came under pressure and the company was granted deferral of the downward adjustment of a loan facility totalling MNOK 45. The downward adjustment, which should have taken place in December 2009, has been deferred until 2011 and 2012. The company has been ordered by the lender not to pay a dividend until the deferred downward adjustment has taken place.

The General Meeting has not authorised the company to purchase own shares. At an Extraordinary General Meeting on 18 December 2009, the Board of Directors was authorised to raise a convertible bond loan where any new shares from the conversion may not exceed a maximum of 10 000 000 new shares, i.e. equal to around 24 % of issued shares at the current time. The authorisation will remain

valid until the Annual General Meeting in 2011 and has to date not been used.

4. Equal treatment of shareholders and transactions with related parties

Wilson has only one class of share.

The company did not trade in its own shares in 2009.

In connection with the payment of the final dividend for 2008, the company agreed with the principal shareholder, Caiano AS, to delay payment of MNOK 20 of their dividend, out of a total dividend of MNOK 38. The agreement has been converted to a longterm loan on commercial terms.

Wilson has a loan offer amounting to MNOK 75 or equiva lent value in EUR from Caiano AS and will enter into a final agreement in March 2010. Interest will be charged on the loan at market rates and the loan will be an interestonly loan for three years.

Transactions with related parties are shown in Note 20 to the consolidated financial statements.

Minority shareholders in the subsidiary Nesskip declared put options during 2009 in accordance with agreement. Details of the agreement are provided in Note 23 to the consolidated financial statements.

5. Free transferability

The shares in Wilson ASA can be freely transferred, and no limit to such transfer is laid down in the Articles of Association.

7. Nomination committee

The company has no nomination committee. With the current concentrated shareholding structure, the company does not deem it necessary to have a nomination committee.

8. Corporate Assembly and Board of Directors; their composition and independence

Wilson has no corporate assembly. As of 31 December 2009, the company had 151 office staff, of whom 102 are employed at the company’s head office in Bergen and 49 at the various offices located abroad.

The company’s Board of Directors shall consist of 58 members elected by the General Meeting for a period of two years. The CEO is not a member of the Board.

As of 31 December 2009, the Board of Wilson ASA was composed of two women and four men, one of whom is the employee representative. Deputy board members are also elected as well a personal deputy for the employee represen ta tive. Of the six board members, five are thus elected by the shareholders. All the shareholderelected board members are independent of the company’s daytoday management and significant business associates. Three of the shareholder elected members are furthermore independent of the company’s principal shareholder.

Details of the board members’ background and experience are published on the company’s website. An overview of board members’ shareholdings is provided in Note 7 to the consolidated financial statements.

9. The work of the Board of Directors

6. General Meeting

The Annual General Meeting of Wilson ASA is normally held during the second quarter. Shareholders with registered addresses are convened by mail, while working documents are made available on the company’s website. Enclosed with the meeting notice is a registration form for attendees and a proxy form for shareholders who are unable to attend. The Annual General Meeting is announced simultaneously to the stock exchange and on the company’s website. The members of the Board of Directors and the auditor are normally present at the Annual General Meeting.

The Board establishes an annual plan of work. Normally, seven or eight ordinary board meetings are held during the course of a year. To date the company has not used committees of any kind to prepare business for board meetings, although the Board has now established an audit committee in accordance with the applicable legislation. The work done by the Board, and its competence and composition, are evaluated regularly by the Board itself.

10. Risk management and internal control

All employees shall uphold and maintain security and quality levels established by and for Wilson at all times. Ethical

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Wilson Split outbound from Iceland.

guidelines have been established for the office staff, including a duty of compliance with laws and regulations. Management and organisation of the business operations are reported to the Board. Wilson has defined the processes to be employed in the operating activities and has documented procedures for their compliance.

Financial risk areas are defined and security measures implemented in accordance with the company’s guidelines. For financial reporting, budgetary controls are used, as well as variance analyses, division of tasks and descriptions of procedures. A separate controller function has been established in the business’s core area.

The company’s auditor carries out regular reviews of internal control areas of systems related to auditing. The auditor’s recommendations are presented to the Board. Wilson is furthermore certified under the International Safety Management (ISM) Code for the safe operation of ships, and the certifying body regularly audits the business.

11. Remuneration to the Board

Remuneration to board members is determined by the Annual General Meeting. The remuneration reflects the responsi bilities, competence, time spent on business and complexity of the business dealt with by the Board and is not dependent on results. The board members have not been allotted share options. Remuneration paid to the Board in 2009 is shown in Note 7 to the consolidated financial statements.

12. Remuneration to senior executives

The Board has established guidelines for remuneration to senior executives. The main principle for setting manage ment pay at Wilson is that senior executives should be offered competitive pay and conditions in order to retain key staff and create continuity in the management.

The remuneration package offered to senior executives will normally consist of basic salary, pension benefits and car allowance. The Board also makes an annual assessment of whether to pay bonus to the company’s office staff, including senior executives. The performancerelated element of the remuneration package may be up to two months’ salary per year. In the case of the CEO, the performancerelated element may be up to three months’ salary per year. The level of the overall package will reflect Wilson’s aim to offer a salary level that is commensurate with the average salary level in similar shipping companies in Norway.

The guidelines set by the Board are presented annually to the General Meeting for approval.

There are no share option programmes for employees.

Remuneration to the CEO is determined by the Board. The total remuneration paid to the CEO for 2009 appears in Note 7 to the consolidated financial statements. The CEO determines the remuneration paid to senior executives, excluding bonus.

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13. Information and communication

Wilson publishes interim (quarterly) and annual financial statements in accordance with the financial calendar as communicated to the market and as reproduced on the company’s website. Financial information and other regulatory information submitted to the securities market is distributed via the information service Hugin.

Wilson maintains a selfimposed “quiet period” for two weeks prior to the publication of interim results, during which contact with external analysts, investors and journalists is kept to a minimum. Company insiders have a selfimposed prohibition on trading in the Wilson share during these periods.

The company aims to supply the securities market and other interested parties with relevant and timely information in order to assist a correct perception of the company and to give investors a full and complete basis on which to make decisions to purchase or sell the company’s shares.

14. Takeovers

In the event of a takeover bid for the company, the Board will assess the bid either on an independent basis or by engaging independent financial advisers, and then give its recommen dations as to whether the shareholders should accept the bid or not. The Board will work to ensure that any takeover bid is presented to all the shareholders on equal terms.

With the exception of the authorisation granted to the Board on 18 December 2009 to raise a convertible bond loan, the Board has not been granted authority to increase the company’s share capital and it would be unnatural to request such authority from the General Meeting following a possible takeover bid for the company.

15. Auditor

The company’s auditor participates in board meetings as required and is always present at the meeting that deals with the annual report and financial statements. At this meeting the auditor reviews any significant changes in the company’s accounting policies, and evaluates significant accounting estimates and any lack of agreement between the auditor and the administration.

The auditor also makes an annual audit of the company’s internal controls and presents a plan for conducting the audit work. The Board and the auditor hold one meeting annually at which the CEO or other representatives from the administration are not present.

The fees paid to the auditor are split into auditing and other services, and appear in Note 7 to the consolidated financial statements. This information is also reviewed at the company’s Annual General Meeting, which the auditor attends.

Directors’ Report

Business concept and strategy

ilson’s business concept is to offer Norwegian and European industry competitive, safe, W reliable, flexible and longterm maritime transport services. Large volumes and longterm contract portfolios have enabled Wilson to optimise sailing patterns and ensure longterm, stable earnings.

The strategy on which the company’s business concept is based is centred on development and expansion of the European dry cargo sector. Focusing on cargo, the company is seeking to increase the volume of longterm freight contracts. The underlying chartering risks are covered in the first instance by purchasing ships to increase the Group’s own cargo capacity and by chartering tonnage through time charterparties. The company seeks to achieve a reasonable balance between the contract portfolio and overall shipping capacities and between owned and chartered tonnage.

High contract coverage has enabled Wilson to attain a more stable and predictable flow of earnings than the case would have been if the company had been more exposed to the spot market. The inherent risk in requirements contracts was, however, made evident throughout 2009 by a consider able fall in volume, although the view is that the fall would have been even greater with higher spot market exposure.

Business activity

Wilson’s core business activity is maritime transport through chartering and operation of small dry cargo vessels of 1 50010 000 dwt. Wilson is one of the leading European operators within its sector. The Wilson system operated 108 ships as of 31 December 2009, 75 of which were owned and controlled by Wilson. Wilson EuroCarriers, the Group’s core business, operated 93 ships in total at 31 December 2009, 22 of which were on time charter. In addition to these, Bergen Shipping Chartering AS operated 11 ships, of which two were owned and nine operated on behalf of external owners. Euro Container Line, the Group’s container business, operated four ships, two of which were owned. The technical management and operation of the Group’s own ships are carried out by the wholly owned subsidiary, Wilson Ship Management. The company’s two newbuilding programmes, totalling 16 vessels in all, are both slightly delayed. While the first vessel was originally

scheduled for delivery in midDecember 2009, it now appears likely to be delivered in the second quarter of 2010.

2009 was a difficult year in the market, and in response Wilson scaled down its activity slightly in order to better adapt its shipping capacity to the flow of goods. Compared with 2008, activity in the company’s core business Wilson EuroCarriers was approximately 5 % down, measured in the number of sailing days. Chartered tonnage was returned when opportune, and at the same time the company initiated renegotiations for a reduction of rates against extension of charterparty periods.

Cargo quantities and total freight assignments in 2009 were considerably lower than in 2008. For some of the company’s major contract clients, the decrease in volume was over 40 % and, combined with a weak spot market, this brought about a fall in gross turnover as well as profits. The Group’s gross turnover fell from MNOK 2 157 in 2008 to MNOK 1 648 in 2009. Quarterly performance was flat for the first three quarters of the year, before the fourth quarter showed signs of some improvement with an increase in turnover of just under 10 %, partly owing to an increase in own activity.

Going Concern

Pursuant to the Norwegian Accounting Act, section 33a, cf. section 45, it is confirmed that the conditions for continuing operations on a going concern basis are present. The Group has an acceptable economic and financial position.

Administration, employees, working environment and equality/discrimination

The Wilson Group runs its business activities from Bradbenken 1 in Bergen, and also has agencies in Reykjavik, Rotterdam, Duisburg, Hamburg and Murmansk. The Group’s head office for crewing is in Arkhangelsk, with a smaller, similar crewing agency established in Odessa. Through its Icelandic subsidiary, the Group also has a small business activity in Limassol.

The Group’s parent company, Wilson ASA, has no employees of its own and purchases all management services from its subsidiaries Wilson Management AS and Wilson Ship Manage ment AS. The Group had around 1 450 employees at yearend 2009, of whom some 1 300 were mariners. Office

staff numbered 151 fulltime equivalents, 102 of whom worked at the company’s head office in Bergen.

Wilson Management AS aims for equal opportunities between men and women, supported by the company’s human resources and recruitment policies. At yearend, office fulltime equivalents at head office in Bergen numbered 40 women and 62 men. The Group has two women in managerial positions, and two women members of the Board of Directors.

The sick leave rate for 2009 for office staff at head office was 3.6 %, divided between longterm sick leave of 2.0 % and shortterm sick leave of 1.6 %.

Just as it is natural to pursue a policy of gender equality, the Group aims to be a workplace where there is no discri mination on the grounds of ethnicity, nationality, race, skin colour, language, religion, beliefs or impaired functional ability.

Health, environment and safety

The Wilson Group is almost exclusively dedicated to transport of dry cargo products and container transport, where any discharges or emissions from cargo are not expected to give rise to any particular environmental damage. Ordinary ships’ operations give rise to emissions to air of CO2, NOX and SOX. Any discharges of ships’ bunker oil or oil spills caused by shipwreck could potentially lead to environmental damage.

The Group has established internal control systems and procedures to ensure that external and internal rules are followed closely. These procedures are designed to ensure the quality of the services the company provides, as well as preventing undesirable incidents.

There were no collisions in 2009 requiring provision of guarantees on the part of the company. Two cases of very limited oil spillage were registered during the year.

As a consequence of accidents on board ship, eight incidents of personal injury were registered during the year, ranging from slightly to moderately serious, but there were no fatalities.

Outlook

Wilson’s core market remains difficult. The trend in the fourth quarter 2009 was, however, positive in that volumes were slightly up on earlier periods of the year. The moderate upturn is expected to continue into 2010, with activity expected to normalise in the slightly longer term. It is expected to take longer for rates to improve significantly. Nevertheless, the expectation for 2010 is that turnover and operating profits will be significantly higher than in 2009. The forecast of a considerable improvement in operating profits is based on the positive quarterly trend shown in 2009, in which fourthquarter operating profits were MNOK 69 up on the firstquarter figures. In other words, earnings at the start of 2010 are at a considerably better level than for 2009 in general.

Some contract renewals in 2009 were entered into at reduced levels, but there were also instances in which the company was unable to come to agreement with clients owing to conflicting views on pricing. As a result, some of these volumes will become available on the spot market. The company expects to see clients’ activity under the contracts pick up during the year, but there is uncertainty as to how much the nominations are likely to increase. It is, however, important to emphasise that the Group’s market position was not weakened through 2009. The vast majority of client contracts were continued, but prevailing market conditions resulted in considerably lower withdrawals under current contracts. Slightly lower contract coverage than the company’s normal rate which has historically been around 70 % is, however, expected for the current year.

Key risk and uncertainty factors

Wilson’s core business activity is to offer European industry our maritime transport solutions, primarily through flexible requirement contracts (COAs). The company has focused on dry cargo transport, a market that is generally exposed to global economic fluctuations. The company’s business activi ties are carried on principally in European waters, so that the general trend in demand in Europe will have great signifi cance for the client’s needs for the company’s transport services. In reality, Wilson will reflect the level of industrial activity in Europe and where global demand for maritime tran sport services has less of an impact on the company’s activity.

The moderate upturn that was evident in the fourth quarter of 2009 is expected to continue into 2010. The upturn is still fragile, however, and there is still great uncertainty among clients and players in the industry with regard to levels of activity in the near future.

On the costs side, rises in bunker prices, wage costs for crews and docking costs will all be significant uncertainty factors. Even periods with moderate economic growth will exert price pressure on these factors and the possibility of an increase in costs cannot, therefore, be ruled out.

Results as of 31 December 2009

The Group achieved net operating income of MNOK 844 for 2009, compared with MNOK 1 205 for 2008, which is a 30 % decrease. The decrease is attributed to a loss of cargo volumes. At the same time, a general reduction in contract nominations in 2009 saw the shift of a large proportion of the company’s sailing days over to the spot market, where rates where at times very low. The average T/C rate per day fell from NOK 34 882 in 2008 to NOK 23 434 in 2009.

Operating expense, excluding depreciation and amortisation, fell by MNOK 16 during the year. Other operating expense for own ships was reduced by MNOK 52 as a result of cost cutting measures, including laying up ships. Crew costs for own ships were on a level with 2008, while costs for T/C ships showed an increase of MNOK 40 as a result of more chartered tonnage. These items were impacted by the strengthening of the Norwegian krone which occurred in 2009. Administrative expenses in 2009 fell by MNOK 5. Operating profit before depreciation and amortisation (EBITDA) showed a decrease of MNOK 348, from MNOK 404 in 2008 to MNOK 56 in 2009. As mentioned, this fall is a result of a substantial decrease in volumes. Quarterly trends in 2009 were, however, positive, with EBITDA rising from MNOK 21 in firstquarter 2009 to MNOK 44 in the fourth quarter. Improvements in the first three quarters came mainly as a result of cost reductions, while the fourth quarter also saw an improvement in operating income.

Net financial items totalled MNOK 101 for 2009, compared with MNOK 63 for 2008. This item was significantly boosted by net foreign exchange profits of MNOK 197, which arose primarily as a result of a consider

able strengthening of NOK in 2009. In particular the rate against EUR affected net financial items, with the exchange rate against NOK going from 9.88 at 31 December 2008 to 8.32 at 31 December 2009. Of net exchange profits of MNOK 197, MNOK 67 was realised net.

The Group recorded a pretax loss of MNOK 32 for 2009, with the year’s tax giving rise to income recognition of MNOK 32. The tax expense arose mainly as a result of a taxrelated writedown of goodwill as well as the loss for the year.

The Group’s profit for 2009 was MNOK 1, compared with MNOK 250 for 2008.

The Group’s net cash flow from operating activities for 2009 amounted to MNOK 154 which, together with a net cash flow of MNOK 10 from financing activities, has been principally allocated to investment in newbuildings. Total investment of MNOK 176 reduced the Group’s liquidity position by MNOK 32 during 2009.

Financing and capital structure

The Group’s book equity was MNOK 799 at 31 December 2009, compared with MNOK 837 at 31 December 2008. Book capital was 33.5 % of reported total capital at 31 December 2009, compared with 32.4 % at 31 December 2008.

Interestbearing mortgage debt and leasing commitments totalled MNOK 1 348 (MNOK 1 426 at 31 December 2008). The decrease is due to a stronger NOK at 31 December 2009 than at 31 December 2008, primarily against EUR.

The Group did not breach the terms and conditions (covenants) of any loans in 2009, but during the year requested the lender to amend the loan covenants, which was done. More specifically, the covenant concerning long term debt in relation to EBITDA was replaced by a liquidity requirement. Furthermore, the company was granted deferral of the downward adjustment of a loan facility totalling MNOK 45 from December 2009 to 20112012.

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From left: Eivind Eidesvik, Kristian Eidesvik, Jan O. Minde, Ellen Solstad, Gudmundur Asgeirsson, Synnøve Seglem and Bernt Daniel Odfjell (deputy board member).

only for three years. The additional liquidity will strengthen the company’s working capital and be a buffer against the fulfilment of major financial obligations in the newbuildings programme, and the put options declared by Nesskip shareholders.

The company finds no grounds to write down the book value of the fleet as of 31 December 2009.

Total assets at yearend were MNOK 2 385 (MNOK 2 584 at 31 December 2008), of which ships account for MNOK 1 579 (MNOK 1 679 at 31 December 2008). Normally, the company obtains brokers’ valuations so as to be able to indicate thirdparty opinions on values in the fleet. For 2009, however, the company takes the view that such values would not be representative in the current illiquid market where it is not presently possible to find a willing buyer – willing seller, which is key to valuations of this kind. Valuations have been obtained for some selected vessels, which indicate a moderate decrease compared with values

at 31 December 2008. This accords with the company’s view that most of the impairment occurred around the turn of the year 2008/2009. The company’s decision not to write down the book value of vessels for 2009 is thus based on an overall appraisal of the value in use of the fleet, where it shows an acceptable buffer against the book values.

Financial risk

Currency risk

The company’s earnings and cash flows are exposed to fluctuations in exchange rates as a result of mismatches between flows of income and expenditure, where the income is mostly nominated in NOK and EUR while a considerable share of the expenditure is in USD. Where it is natural to do so, the company seeks to achieve a match on currency flows in the same currency. In addition, the company employs forward exchange contracts to hedge the level of currency that is bought or sold.

Interest rate risk

The company is exposed to changes in interest rate levels. Interest rate risk relates primarily to longterm liabilities.

Credit risk

The risk that counterparties will not have the financial capacity to fulfil their commitments is viewed as low, and historically there have been few bad debts. The trend continued in 2009, when there was no significant loss on claims, despite the challenges facing the industry.

Liquidity risk

The company’s liquidity position at 31 December 2009 consisted of bank deposits totalling MNOK 43 and available operating credit of MNOK 55. The Group’s liquidity at 31 December 2009 is considered low but acceptable. A share holder loan raised from the principal shareholder will strengthen the liquidity position to a satisfactory level.

Shareholders

The company’s share capital of NOK 211 080 000 consists of 42 216 000 shares each with a nominal value of NOK 5, all fully paidup. The company was listed on the stock exchange on 17 March 2005. As of 31 December 2009, Wilson had 213 shareholders. The company’s 20 largest shareholders own 98.9 % of the company’s shares.

Through Caiano AS as a related party, the Chairman of the Board, Kristian Eidesvik, now controls 90.2 % of Wilson ASA. Trading and activity in the share is very limited.

At an Extraordinary General Meeting on 18 December 2009, the Board of Directors was authorised to raise a convertible bond loan where any new shares from the conversion may not exceed a maximum of 10 000 000 new shares, i.e. equal to 23.7 % of issued shares at the current time. The authorisation will remain valid until the Annual General Meeting in 2011 and has to date not been used.

Result for the year and equity

The financial statements for the parent company, Wilson ASA, show a loss of NOK 4 888 000 for 2009, while the consolidated financial statements for the Wilson Group show a profit of NOK 668 000 after tax and minority interests. 2009 was in other words a very difficult year for the company, caused by a substantial and initially rapid fall in volumes. The Board is, however, satisfied with the company’s capacity to adapt to the upheavals in the market by responding with a programme of costcutting and capacity reduction measures, which reduced the impact of the consequences of falling turnover. The company’s share capital totals NOK 211 080 000, while net book equity amounts to NOK 336 333 000. The Group’s net book equity at 31 December 2009 was NOK 798 931 000.

Allocations

The Board recommends that Wilson ASA’s accounting loss for 2009 of NOK 4 888 000 (NGAAP) be covered by allocation from other reserves. Owing to the company’s limited scope of action financially and the continuing difficult state of the market, it is recommended that no dividend be paid for 2009.

Declaration by the Board of Directors and CEO

We confirm that the financial statements and Directors’ Report for Wilson ASA, the Group and the parent company, for the period 1 January to 31 December 2009 have, to the best of our belief, been prepared in compliance with current IFRS and Norwegian requirements under the Accounting Act. In our opinion, the disclosures in the consolidated financial statements give a true and fair picture of the Group’s assets, liabilities, financial position and results as a whole, and the disclosures in the Directors’ Report give a true and fair overview of important events during the financial year and their effect on the financial statements. Important trans actions with related parties have been disclosed and the most significant risk and uncertainty factors faced by the company in the next financial period have been discussed.

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The Board of Directors of Wilson ASA
Bergen, 24 February 2010
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Bergen, 24 February 2010
Kristian Eidesvik Gudmundur Asgeirsson Eivind Eidesvik
Chairman of the Board
Jan O. Minde Synnøve Seglem Ellen Solstad
Øyvind Gjerde
CEO of Wilson ASA
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C O N S O L I D AT E D I N C O M E S TAT E M E N T

(Figures in TNOK)

NOTES 3 10 7 9 7,8 3,9,10,11,12 2 5 5 18 18 15 13 23 23 17	IFRS IFRS OPERATING INCOME AND EXPENSES 2009 2008
	Freight income 1 648 255 2 156 560 Voyage-related expenses 816 536 974 807
	Ships income on TC basis 831 719 1 181 753
	Other operatingincome 11 874 23 428
	Total operatingincome 843 593 1 205 181
	Loss from sale of fxed assets -2 632 -19 Crew costs, ships 221 925 220 458 Other operating expenses, ships 192 737 244 834 T/C and BB hires 250 130 210 249 Administration expenses 120 429 125 790
	Total operating expenses 785 221 801 331
	Operating result before depreciations 55 740 403 831 Depreciations 188 982 170 254 Operating result(EBIT) -133 242 233 577
	FINANCIAL INCOME AND EXPENSES Interest income 1 020 6 605 Share of result in jointly controlled entities -1 947 7 411 Agio 167 717 96 379 Value change in fnancial instruments 30 064 83 872 Other interest expenses 64 628 89 020 Disagio 29 193 166 940 Other fnance cost 1 549 1 782
	Financial result 101 484 -63 475
	Result before tax -31 758 170 102
	Tax cost 32 426 -79 476 ANNUAL RESULT 668 249 578
	OTHER COMPREHENSIVE INCOME Translation differences 3 888 -521 Purchase of jointly controlled companies 0 -1040 Mergers 0 4 479
	Other comprehensive income after tax 3 888 2 918
	TOTAL RESULT 4 556 252 496
	Annual result Majority share 600 249 618 Minorityshare 68 -40
	668 249 578
	Total result Majority share 4 488 252 536 Minorityshare 68 -40
	4 556 252 496
	Annual result and diluted resultper share(NOK) 0.01 5.91
	Number of shares 42 216 42 216

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C O N S O L I DAT E D B A L A N C E S H E E T AT 3 1 D E C E M B E R

(Figures in TNOK)

NOTES 11 13 12 10 2,10,15,19 10,18,22 10 5 5 6 2 18 18 16	IFRS IFRS ASSETS 2009 2008
	*Fixed assets* Intangible fxed assets Intangible fxed assets 0 250 Deferred tax assets 29 340 0 Goodwill 154 704 154 704
	Total intangible fxed assets 184 044 154 954
	Tangible non-current assets Land, buildings and other real property 2 465 2 615 Vessels 1 579 013 1 679 213 Vessels under construction 355 019 233 561 Fixtures,inventory,offce machines etc. 7 165 10 388
	Total tangible non-current assets 1 943 662 1 925 777
	Financial fxed assets Investments in jointly controlled entities 26 538 28 485 Loan to jointly controlled entities 5 450 6 477 Financial instruments 0 74 554 Other longterm receivables 2 195 4 330
	Total fnancial fxed assets 34 183 113 846
	Total fxed assets 2 161 889 2 194 577
	*Current assets* Stores and fuel 30 825 29 281
	Receivables Accounts receivable 80 829 109 670 Other receivables 59 475 120 677
	Total receivables 140 304 230 347
	Investments Financial instruments 9 253 54 698
	Total investments 9 253 54 698
	Cash and cash equivalents 42 552 74 767
	Total current assets 222 934 389 093
	TOTAL ASSETS 2 384 823 2 583 670

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C O N S O L I DAT E D B A L A N C E S H E E T AT 3 1 D E C E M B E R

(Figures in TNOK)

NOTES 14 23 8 13 15,18 15,18,20 18,20 18 15,18 15 23	IFRS IFRS EQUITY AND LIABLITIES 2009 2008
	*Equity* Paid-in capital Share capital(42 216 000 shares at NOK 5/share) 211 080 211 080
	Totalpaid-in capital 211 080 211 080
	Retained earnings Groupfunds 576 059 618 690
	Total retained earnings 576 059 618 690
	Minority interest 11 792 6 821
	Total equity 798 931 836 591
	*Liabilities* Accrued liabilities Accrued pension liabilities 9 657 10 181 Deferred tax 0 17 067
	Totalprovisions 9 657 27 248
	Other long term debt Liabilities to fnancial institutions (interest-bearing) 1 149 019 1 241 739 Leasing commitments (interest-bearing) 51 208 54 218 Liabilities to concern company 20 000 0 Financial instruments 2 303 0 Other long-term debt 1 434 1 705
	Total other long-term liabilities 1 223 964 1 297 662
	Current liabilities Current liability of long-term debt (interest-bearing) 147 898 129 588 Accounts payable 76 174 73 449 Social security tax, withholding tax, etc. 9 299 10 380 Financial obligations purchase options 37 176 85 267 Other short term liabilities 81 724 123 485
	Total current liabilities 352 271 422 169
	Total liabilities 1 585 892 1 747 079
	TOTAL EQUITY AND LIABILITIES 2 384 823 2 583 670

The Board of Directors of Wilson ASA Bergen, 24 February 2010 Kristian Eidesvik Chairman of the Board Jan O. Minde Ellen Solstad Synnøve Seglem

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Eivind Eidesvik Gudmundur Asgeirsson Jan O. Minde

Øyvind Gjerde CEO of Wilson ASA

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C O N S O L I D AT E D C A S H F L OW S TAT E M E N T

(Figures in TNOK)

NOTES	IFRS IFRS CASH FLOWS FROM OPERATING ACTIVITIES 2009 2008
10 8 5 18 18 10 23 15 15 15 23	Proft/loss before tax -31 758 170 102 Ordinary depreciation 188 982 170 254 Difference between pension cost and pension paid out -524 -2 998 Loss/gain on sale of fxed assets 2 632 19 Share of result of jointly controlled entities 1 947 -7 411 Items classifed as investing or fnancing activities 28 299 -83 873 Effect of exchange rate changes -81 485 114 351 Interest charged against income 66 177 90 803 Interest paid -61 165 -74 356 Tax paid for the period 1 362 -8 863 Change in stores and fuel -1 545 -2 107 Change in accounts receivable 28 840 203 Change in accounts payable 2 725 18 423 Change in other current assets and other liabilityitems 9 707 -721
	Net cash fow from operating activities 154 194 383 826
	CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from disposal of tangible fxed assets 9 687 0 Purchase of tangible fxed assets -186 307 -600 485 Proceeds from sale of intangible assets 0 0 Proceeds from fxed-asset investments 305 -808 Investments in fxed assets 0 -17 666
	Net cash fow from investing activities -176 315 -618 959
	CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from new long-term borrowing 127 070 423 276 Repayment of long-term debt -61 299 -73 707 Repayment of fnancial lease obligations -3 770 -74 600 Net change in other short-term debt -49 879 -34 542 Dividendspaid -22 216 -42 216
	Net cash fow from fnancing activities -10 094 198 211
	Net change in cash and cash equivalents etc. -32 215 -36 922 Cash and cash equivalents etc. at 1 January 74 767 111 689
	Cash and cash equivalents etc. at 31 December 42 552 74 767

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CONSOLIDATED STATEMENT OF CHANGES IN EQUITy

(Figures in TNOK)

		Minority Total Majority interest interest equity
NOTES	Share capital	Consolidated reserves Total consoli- Other Translation dated Sum reserves difference reserves majority
23 23 23	Equity at 31 December 2007 211 080	398 067 -750 397 317 608 397 17 490 625 887
	Proft/loss for the year Other income and expsenses	249 618 249 618 249 618 -39 249 579 3 439 -521 2 918 2 918 2 918
	Total result	253 057 -521 252 536 252 536 -39 252 497
	Dividend 2007 Financial commitment, settlement Actinor Bulk AS - new minority Equity at 31 December 2008 211 080	-42 216 -42 216 -42 216 -42 216 11 053 11 053 11 053 -11 053 0 423 423 619 961 -1 271 618 690 829 770 6 821 836 591
	Proft/loss for the year Other income and expsenses	600 600 600 68 668 3 888 3 888 3 888 3 888
	Total result	600 3 888 4 488 4 488 68 4 556
	Dividend 2008 Wilson ASA Actinor Bulk AS - new minority Equity at 31 December 2009 211 080	-42 216 -42 216 -42 216 -42 216 -4 903 -4 903 -4 903 4 903 0 573 442 2 617 576 059 787 139 11 792 798 931

It is not proposed dividend for 2009.

Distributions in 2009 based on 2008 accounts were NOK 1,- per share, in total TNOK 42 216.

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Wilson Tyne outbound from Herøya.

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N O T E S

Note 1 – General

Wilson ASA is a Norwegian public limited company established on 21 November 2000. The company’s head office is at Bradbenken 1, NO-5835 Bergen. The principal activities of Wilson ASA and the Group are described in Note 3. Wilson ASA is a subsidiary of Caiano AS, whose registered office is in Haugesund at Strandgaten 92, NO-5528 Haugesund. Caiano AS prepares consolidated financial statements in which Wilson ASA is included as a subsidiary.

The consolidated financial statements for Wilson ASA for 2009 were approved by the Board of Directors on 24 February 2010.

IAS 23 Borrowing Costs . Wilson implemented the changes in 2008.
IAS 32/IAS 1 Puttable Financial Instruments . Wilson has no such instruments.
IAS 39 Reclassification of Financial assets : Effective Date and Transition . Wilson had no reclassifications of financial assets after the effective date of 1 November 2008.
IFRIC 9 and IAS 39 related to embedded derivatives. Wilson has no embedded derivatives.
IFRIC 11 Group and Treasury Share Transactions . Wilson has no agreements regarding share-based payments.
IFRIC 13 Customer Loyalty Programmes . Wilson does not use loyalty programmes with its customers.

Functional currency and presentation currency

Note 2 – Accounting policies

Main policies

The consolidated financial statements for Wilson ASA and subsidiaries are prepared in compliance with International Financial Reporting Standards (IFRS) as established for businesses in the European Union. IFRS have been applied consistently for the years 2009 and 2008, with the exceptions described below.

The financial statements are prepared on a going concern basis, and on the basis of the historical cost principle, with the exception of financial derivatives, which are measured at fair value.

Amendments to standards and guidance with effect for Wilson in 2009:

The revised version of IAS 1 Presentation of Financial Statements requires the presentation of a statement of comprehensive income showing the total result which also includes other income and expenses. This can be done by showing other income and expenses in a separate statement or together with the statement of profit or loss for the year. Wilson has elected to present other income and expenses together with the statement of profit or loss for the year. In the statement of changes in equity, changes in equity are now specified in, respectively, changes deriving from the total result and changes that are attributable to transactions with the owners. The amendment was implemented as of 1 January 2009, and the comparative figures have been restated.
Amendment to IFRS 7 Financial Instruments – Particulars, which involves changes in the disclosure requirement relating to financial instruments measured at fair value and to liquidity risk. Each class of financial instrument measured at fair value shall be specified according to a fair value measurement hierarchy on three levels, based on which input is used for the measurement at fair value. The changes relating to liquidity risk clarify the disclosure requirements concerning liquidity risk for financial derivatives. The fair value hierarchy is presented in Note 18. The liquidity risk disclosures are provided in Note 18. The amendments to IFRS 7 have not brought about any significant changes relating to the liquidity risk disclosures.

Other amendments to standards and interpretations with effect for 2009 have had no material significance for Wilson’s consolidated financial statements for 2009. A brief overview of these amendments is provided below.

IFRS 8 Operating Segments . Wilson implemented this standard in 2008.

The Norwegian krone is used as the functional and reporting currency for the financial statements. The figures are stated in NOK thousands (TNOK).

For purposes of consolidation, the balance sheet figures for subsidiaries using other functional currencies are translated at the exchange rate at the end of the reporting period, and the income statement is translated at the mean rate of exchange for the period. This translation difference is carried in the financial statements as other income and expenses and accumulated in a separate component of equity until the subsidiary or its operations are disposed of, when they are recognised in the financial statements. With the transition to IFRS on 1 January 2004, all accumulated currency differences were recognised as a permanent component of equity.

Consolidation principles

The consolidated financial statements for the Group include Wilson ASA and entities in which Wilson ASA has a controlling interest (subsidiaries). A controlling interest is achieved when Wilson exercises actual control over the subsidiary’s financial and operating activities in a manner that benefits Wilson. A controlling interest normally exists when Wilson ASA has a voting share in the subsidiary of more than 50 % through ownership or agreements.

Consolidation is accounted for using the purchase method. Acquisition cost is the sum of fair value at the acquisition date of assets acquired and liabilities assumed or acquired as payment for control of the acquired company, plus costs that can be directly attributed to the consolidation. Companies that are bought or sold during the year are consolidated from/to the date of transfer of control of the entity.

The identifiable assets and liabilities at the date of the transaction are carried at fair value on the transaction date.

If, following the acquisition, more information emerges concerning assets and liabilities at the transaction date, the measurement of the fair value of assets and liabilities may be changed within 12 months of the acquisition.

Minority interests in subsidiaries are included in the Group’s equity and shown on a separate line of the balance sheet. Minority interests consist of minority interests on the date of consolidation (net fair value of assets, liabilities and commitments, except goodwill) and minority interest share of the changes in equity since consolidation. Any increase in minority interests through contribution of capital in subsidiaries or on acquisition of shareholdings from the majority is carried at fair value as a minority interest. Excess value or decrease in value is allocated to the minority, and is amortised and written down through allocation of share of profit to the minority.

W i l s O N a s a – g r O u p

Interests in jointly controlled entities are recognised in the consolidated financial statements using the equity method.

Intercompany transactions and balances, including internal earnings and unrealised gains or losses, are eliminated. Unrealised gains arising from transactions with associates and jointly controlled entities are eliminated with the Group’s share. Unrealised losses are similarly eliminated, but only to the extent that there is no indication of an impairment in value of the asset sold internally.

The consolidated financial statements are prepared on the basis of uniform accounting policies for like transactions and other events in similar circumstances.

Accrual accounting for income

Freight income is recognised in the income statement according to the percentage of completion of the transaction, using the immediate settlement method, and voyage earnings are accrued based on the number of days the voyage lasted before or after the end of the reporting period. Freight income is accrued over a period that runs from discharging the previous contracts to discharging the current contract, providing there are no freight-seeking periods or dead time between contracts. In such cases, the income is accrued from the date of loading on the next contract.

Distribution of freight income

Gross freight income and voyage cost are allocated to the individual vessels included in affreightment activity in relation to actual voyage earnings and costs.

Voyage cost

Voyage cost is recognised in the income statement in relation to the percentage of completion of the transaction using the immediate settlement method. The costs of voyages are accrued based on the total number of days the voyage lasted before or after the reporting period, compared with appurtenant incomes.

Classification of assets and liabilities

An asset is classified as a fixed asset when it is part of the Group’s circulation of goods, will be sold within 12 months or is a cash equivalent. Other assets are classified as current assets. The classification of current and long-term liabilities is based on similar criteria, with the exception of the first year of instalments on mortgage debt, which is classified as a current liability.

Receivables and liabilities in foreign currencies

Receivables and liabilities in foreign currencies are translated at the exchange rate at the end of the reporting period. Transactions in foreign currencies that are recognised in the income statement are translated into Norwegian kroner at the exchange rate ruling on the date of the transaction.

Tangible fixed assets and depreciation

Fixed assets are measured at cost price less accumulated write-downs and depreciation. When assets are sold or disposed of, the cost price and accumulated depreciation are reversed in the accounts, and any loss or gain on the disposal is recognised in the income statement.

The cost price of fixed assets is their purchase price, including charges/taxes and direct acquisition costs related to preparing the asset for use. Expenses incurred after the asset comes into use, such as repairs and maintenance, are normally charged as expenses. In cases where repairs or maintenance represent an enhancement of quality which is expected to last over time, the costs of this will be capitalised on the balance sheet as an addition to fixed assets and depreciated over the useful remaining life of the asset.

Important component parts with useful lives different from the useful life of the vessel are differentiated and depreciated separately.

Depreciation is calculated using the straight-line method, based on the assumed useful life and residual value at the end of the asset’s useful life. The depreciation period and method are assessed annually to ensure the method and period used correspond to the economic realities of the fixed asset. The same applies to residual value.

Newbuilding contracts

Newbuilding contracts are classified as fixed assets. The capitalised value of newbuilding contracts includes contractual payments made to shipyards, interest on building loans and other costs directly related to newbuilding projects. Newbuilding contracts are not amortised until the vessel is delivered and taken into use.

Classification costs and maintenance costs

Costs related to docking/classification of vessels are capitalised and accrued as amortisation until the next docking/classification (two dockings during a 60-month period). With the purchase of a vessel, a portion of the cost price is decomposed and amortised until the next docking/classification takes place. Other maintenance work is charged to operations immediately. In cases where docking includes significant additional costs or improvements that represent an enhancement of quality of a significant duration, the expenses related to this are capitalised in the balance sheet as additions to vessels and depreciated over the rest of their useful life.

Actual expenses for ongoing maintenance are charged to operating results when the maintenance has been completed. In the case of accident and loss, the own risk (co-payment) is charged as an expense at the date of the accident/loss. Expenses included in average claims are capitalised and classified as short-term receivables when it is highly probable that the insurance company will reimburse the expenses.

Intangible assets

An intangible asset is capitalised in the balance sheet if it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity, and if the cost of the asset can be measured reliably. Intangible assets are recognised in the financial statements at cost. Intangible assets with indefinite useful lives are not amortised, but are tested annually for impairment. Intangible assets with definite lives are amortised using the straight-line method over the estimated useful economic life. The amortisation estimate and amortisation method are re-assessed annually on the basis of the economic realities.

Goodwill

Goodwill arising from the acquisition of a company that cannot be allocated to asset or liability items on the date of the purchase is classified as goodwill in the balance sheet. With investments in associates, goodwill is included in the capitalised value of the investment.

Goodwill is recognised in the balance sheet at acquisition cost less any accumulated write-downs. Goodwill is not amortised, but is tested for impairment at least once a year.

Any negative goodwill arising from acquisition of a company is recognised as income immediately at the date of the acquisition.

Leasing

Leasing agreements are measured as financial or operating leasing, following evaluation of each individual agreement.

W i l s O N a s a – g r O u p

Financial leasing agreements

Leasing agreements, where the Group takes over the significant part of the risk and yield associated with ownership of the asset, are financial leasing agreements. The Group presents financial leasing agreements in the financial statements as assets and liabilities equal to the cost of the asset or, if lower, the present value of the cash flow for the leasing contract. Calculation of the present value of the leasing contract uses the implicit interest cost in the leasing contract. Direct costs associated with the leasing contract are included in the cost price of the asset. Monthly leasing amounts are separated into an interest element and a repayment element.

Assets included in a financial leasing agreement are depreciated. The same depreciation period is used as for similar assets owned by the Group. If it is not certain whether the company will take over the asset at the end of the leasing contract, then the asset is depreciated over the shortest period of the leasing contract’s duration and the depreciation period for similar assets owned by the Group.

If a ”sale and leaseback” transaction results in a financial leasing agreement, any gain will be deferred and recognised as income over the leasing period.

Operating leasing agreements

Leasing contracts where the greater portion of the financial risk lies with the contract’s counterparty are classified as operating leasing agreements. Lease payments are classified as operating expense and are recognised in the income statement across the entire contract period.

If a ”sale and leaseback” transaction results in an operating leasing agreement, and it is clear that the transaction has been carried out at fair value, then any gain or loss will be recognised in the income statement when the transaction is carried out. If the selling price is below fair value, any gain or loss will be recognised in the income statement directly, except in situations where this would result in future lease payments below market price. In such cases, gains and losses are amortised over the leasing period. If the selling price is higher than fair value, the excess is amortised over the estimated period of use for the assets.

Write-downs

At the end of the reporting period Wilson assesses whether there are any impairment indicators for the assets. If there are impairment indicators, a recoverable amount is calculated. In the case of goodwill and other intangible assets that are not amortised, the recoverable amount is assessed at least once yearly irrespective of the impairment indicators. If the recoverable amount is less than the carrying amount, the asset is written down to the recoverable amount.

The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use. The assessment is made for each asset individually. In those cases where there is no fair value less costs to sell for each asset or independent cash flows for each asset, the assessment is made for several assets combined. This means among other things that for individual vessels that are managed in the portfolio, the assessment can be made for several vessels together.

Goodwill is allocated to the cash-generating units or groups of cash-generating units that are expected to benefit from the synergy effects of the business combination. If the recoverable amount of the cash-generating unit is less than the carrying amount, the write-downs first reduce the carrying amount of goodwill, and then the carrying amount of other assets of the unit are reduced on a pro rata basis.

Value-in-use is calculated as the present value of the future cash flows that are expected from the asset. Cash flows are based on a weighted average for the past two financial years

and next year’s adopted budget, without growth. As the discount rate used in measuring value-in-use, the Group has applied its weighted average cost of capital (WACC), which is calculated as the weighted return on interest on debt and return on equity on which Wilson bases its profitability assessments at all times.

If the basis for previous write-downs is no longer present, the write-down is reversed up to the lower of the recoverable amount and the capitalised value the asset would have had if there had been no write-down. Write-downs of goodwill are not reversed.

Inventories

Inventories of bunkers are measured at the lower of acquisition cost (FIFO method) and net realisable value.

Financial instruments

Wilson capitalises financial instruments in the balance sheet when they are part of the contractual provisions of the instrument. Financial assets are derecognised when contractual rights associated with the financial assets expire. Financial liabilities are derecognised when the specific, contractual obligations expire.

Financial assets are classified in the following categories:

1) Financial assets at fair value with changes in value through profit or loss
2) Loans and receivables

The Group has no financial instruments in the categories “Held-to-maturity” or “Available-for-sale”. The Group has not voluntarily classified financial instruments into the category “Financial assets at fair value with changes in value through profit or loss”.

Financial instruments held principally for the purpose of selling or re-purchasing them in the near term, or derivatives that are not designated as hedging instruments, are classified as held for trading purposes. These instruments are included in the category of financial instruments carried at fair value with changes in value recognised in profit or loss.

Financial assets with fixed or determinable cash flows that are not quoted in an active market are classified as loans and receivables.

Financial liabilities which do not fall into the category of held for trading purposes are classified as other liabilities.

Financial liabilities are included in long-term liabilities unless they have term of less than 12 months. In that case, they are categorised as current liabilities.

Loans and receivables and other liabilities are recognised at amortised cost. The interest element is disregarded if this is insignificant. Where there is objective evidence of impairment, the difference between the carrying value and the present value of future cash flows discounted by the original effective interest rate of the receivable is charged as a loss against income. Financial instruments classified as held for trading purposes are recognised at fair value, as observed in the market at the end of the reporting period, without deductions for costs to sell.

Changes in the fair value of financial instruments classified as held for trading purposes are recognised in the income statement and presented as financial income/expense.

The Group carries out hedge accounting for some of the newbuildings. When this is done, the hedging instruments are recognised at fair value in the balance sheet and the change in value is carried against the capitalised value of the newbuildings.

W i l s O N a s a – g r O u p

Tax

The Group’s main business activity is taxed in Norway.

As of 31 December 2009, no group company was subject to regulation by the new shipping company tax scheme in Norway. However, the acquired Nesskip Group has a business that falls within the tonnage tax system in Cyprus, with effective tax rates equal to just about zero.

Tax expenses in the income statement include both tax payable for the period and changes in deferred tax. Deferred tax is computed at a rate of 28 % based on the temporary differences that exist between accounting and taxation values, as well as tax loss carryforwards at the end of the financial year. Tax-adding and tax-deducting temporary differences that are reversed or can be reversed during the same period are offset within the separate legal entity subject to taxation, and the associated deferred tax liabilities and deferred tax assets are presented net in the balance sheet. Deferred tax assets are recognised in the balance sheet to the extent it is probable they can be applied.

Pensions

Defined-benefit pension schemes are measured at the present value of the future pension benefits which for accounting purposes are considered to have been earned at the end of the reporting period. Pension assets are measured at fair value. Net pension costs are wholly classified as wage costs and comprise the period’s pension contributions and interest cost on the liability, less estimated yield on the pension assets. The net pension liability is presented on the balance sheet under provisions for liabilities and charges. That portion of the effect of estimate variances and changes in assumptions that exceeds 10 % of the greater of pension assets and pension liabilities is recognised in the income statement over the average remaining contribution period.

The Group cleared all accumulated estimate variances on the date of transition to the IFRS system, 1 January 2004.

equal to the amount needed to settle the obligation. When the time factor is significant, the provision will be the present value of future disbursements to cover the obligation. Increases in the present value of provisions because of time factors are presented as interest expense.

Cash and cash equivalents

Cash equivalents are short-term liquid investments that can be converted into cash within three months’ time and at a known amount, and which contain insignificant risk. In statement of cash flows, bank overdrafts are included in cash and cash equivalents.

Statement of cash flows

The statement of cash flows is prepared according to the indirect method. The indirect method entails that cash flows from investing and financing activities are shown gross, while cash flow tied to operating activities results from reconciliation of the accounting results against the net cash flow from operating activities.

Reclassification

Where income statement and balance sheet items are reclassi fied, the comparative figures are restated accordingly.

Adopted IFRSs and IFRICs with future effective date:

IFRS 2 Group Cash-settled Share-based Payment Transactions

The amendments to IFRS 2 entail more guidance relating to share-based payment transactions settled in cash. The definition of share-based payments has also been changed slightly. The effective date set for the amendment was 1 January 2010, although it has still not been approved by the EU. Wilson has no agreements for sharebased payment transactions. The Group expects to apply the amendment as of 1 January 2010 if agreements for share-based payment transactions are entered into.

IFRS 3 (revised) Business Combinations

Estimates

Preparing financial accounts in compliance with IFRS requires the company to make measurements, estimates and assumptions that influence the application of accounting policies and recognised amounts for assets and liabilities, income and expense. Estimates and appurtenant assumptions are based on historical experience and other factors seen to be reasonable given the circumstances. These calculations form the basis for measuring the balance sheet values of assets and liabilities that are not clear from other sources. Actual results may deviate from these estimates.

Estimates and underlying assumptions are measured on a current basis. Changes in accounting estimates are recognised in the income statement in the period in which the changes occur if they only apply to that period. If the changes are also applicable to future periods, the effect is then distributed between current and future periods.

Measurements made by the company when applying IFRS that have a significant effect on the financial accounts, and estimates with significant risk of material adjustments in the coming financial year, are all reported in Note 19.

In relation to the current IFRS 3, the revised standard entails some changes and specifications regarding application of the acquisition method of accounting. Specific elements affected include goodwill in step acquisitions, minority interests and contingent consideration. Acquisition costs in addition to costs of issuing debt or equity instruments and borrowing costs shall be expensed as they are incurred. The effective date set for the revised IFRS 3 is 1 July 2009. The Group will apply IFRS 3 (R) as of 1 January 2010.

IFRS 9 Financial Instruments

IFRS 9 replaces the classification and measurement rules for financial instruments in IAS 39 Financial Instruments: Recognition and Measurement. According to IFRS 9, financial assets that contain ordinary loan terms are carried at amortised cost, unless it is decided to carry them at fair value, while other financial assets shall be carried at fair value. The effective date set for IFRS 9 is 1 January 2013, although the standard has still not been approved by the EU. The Group expects to apply the standard as of 1 January 2013.

IAS 24 (revised) Related Party Disclosures

Provisions

A provision is recognised when, and only when, the Group has a present obligation (legal or assumed) arising from past events, the settlement of which is expected to result in an outflow of resources embodying economic benefits, and if the amount of the obligation can be measured reliably. Provisions are reviewed at the end of every reporting period, and the level will reflect the best estimate on the obligation. When the time factor is insignificant, the provision will be

In relation to the current IAS 24, the revised standard provides a clarification and simplification of the definition of related parties. The revised standard also provides some relief in the requirements for additional disclosures for public enterprises. The effective date is set as 1 January 2011, although the amendment has not yet been approved by the EU. The Group expects to apply the revised IAS 24 as of 1 January 2011.

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IAS 27 (revised) Consolidated and Separate Financial Statements

In relation to the current IAS 27, the revised standard provides more guidance relating to accounting for partial disposal or full disposal of an investment in a subsidiary. The introduction of the revised standard entails that when the Group loses control of a subsidiary any residual holding in the former subsidiary shall be measured at fair value and the gain or loss recognised in the income statement. Further, there is a change in the current rule relating to the apportionment of loss between majority and minority so that the loss is charged to the noncontrolling holdings (minority interests) even if the carrying value of the minority interest is negative. The effective date is 1 July 2009. The Group is planning to apply IAS 27 (R) as of 1 January 2010.

Amendments to IAS 32 Financial Instruments – Presentation – Classification of Rights Issues

The amendments to IAS 32 entail that pre-emptive rights to subscribe for shares issued in a currency other than the enterprise’s functional currency may be classified as equity instruments. The effective date set is 1 February 2010. The Group will apply the amendments as of 1 January 2011, if relevant.

Amendments to IAS 39 Financial Instruments –

Recognition and Measurement – Eligible Hedged Items

The amendments to IAS 39 entail a clarification of the rules when a financial instrument (hedge object) is hedged according to selected risks or components of cash flows. The adopted amendments initially provide further guidelines for hedging of unilateral risk (hedging with options) and hedging of inflation risk, but also clarify the guidelines that the selected risks and cash flows must be identifiable and can be reliably measured. The effective date is 1 July 2009. The Group will apply the amendments to IAS 39 as of 1 January 2010.

IFRIC 12 Service Concession Arrangements

IFRIC 12 applies to public service concessions relating to infrastructure given to the private sector when the public authority regulates or controls which services are provided and at what price. The interpretation comes into effect on 29 March 2009. IFRIC 12 is not relevant for Wilson.

Amendments to IFRIC 14 IAS 19 – The Limit on a Defined Benefit Asset, Minimum Funding Requirements and Their Interaction – Prepayments of a Minimum Funding Requirement

The amendments entail that enterprises with a minimum funding requirement for a pension scheme will be able to treat advance payment of premium demands in a defined benefit-based pension scheme as an economic benefit. Following the amendment, such advance payments will qualify for balance sheet recognition. The effective date for the amendments to IFRIC 14 is 1 January 2011, although it has still not been approved by the EU. IFRIC 14 is not relevant for Wilson.

IFRIC 15 Agreements for the Construction of Real Estate

This interpretation deals with the recognition of revenue from real estate projects, and provides guidance as to whether a construction project falls within IAS 11 Construction Contracts or IAS 18 Revenue . The effective date of the interpretation is 1 January 2010. IFRIC 15 is not relevant for Wilson.

qualify for measurement under hedge accounting and which risks can be hedged. The effective date for this interpretation is 1 July 2009. The Group will apply IFRIC 16 as of 1 January 2010.

IFRIC 17 Distributions of Non-cash Assets to Owners

This interpretation deals with accounting for distributions to owners that are settled in assets other than cash. The effective date for the interpretation is 1 November 2009. The Group will apply IFRIC 17 as of 1 January 2010.

IFRIC 18 Transfers of Assets from Customer

This interpretation applies to accounting at the seller when the customer transfers tangible fixed assets to the seller as part of the agreement. The seller shall recognise the asset at fair value in the financial statements and take it to income in line with the underlying substance in the transfer. The effective date for the interpretation is 1 November 2009. The Group will apply IFRIC 18 as of 1 January 2010.

IFRIC 19 Extinguishing Financial Liabilities with Equity

Instruments

This interpretation provides guidance regarding accounting for transactions when a company settles all or some of its financial liabilities by issuing equity instruments. The interpretation applies when the debt conversion takes place as a result of a renegotiation of the loan agreement. The effective date for the interpre tation is 1 July 2010, although it has still not been approved by the EU. The Group expects to apply IFRIC 19 as of 1 January 2011

IASB’s annual improvement project

Through its annual improvement project, IASB has adopted amendments to a number of standards, which will come into force with effect for the 2010 financial year. The amendments have not yet been approved by the EU

IFRS 2 Share-based Payment: Contribution of operations on the establishment of jointly controlled entities and business combinations under the same control is outside the scope of IFRS 2.
IFRS 5 Non-current Assets Held for Sale and Discon tinued Operations: A specification is included whereby it is only the disclosure requirements in IFRS 5 that apply to noncurrent assets held for sale and discontinued operations. Disclosure requirements in other standards do not apply unless it is specified that they also apply to assets and op-erations that fall within the scope of IFRS 5.
IFRS 8 Operating Segments: A specification is included whereby it is only segment assets and liabilities that are reported separately for internal decision-making purposes that are required to be reported in the segment information.
IAS 1 Presentation of Financial Statements: A specification is included that if the lender has the right at any time to convert a convertible loan into equity, it does not affect the classification of the loan.
IAS 7 Statement of Cash Flows: A specification is included whereby only expenses that are recognised in the balance sheet shall be included in the cash flow from investing activities.
IAS 17 Leases: The separate mention of the criteria for classification of a lease as a financial leasing agree ment for land is removed.

IFRIC 16 Hedges of a Net Investment in a Foreign

Operation

This interpretation deals with accounting for hedges of foreign currency exposure relating to net investment in foreign entities. It clarifies which type of hedges will

IAS 18 Revenue: More guidance is included with regard to considering whether a com-pany is an agent or a seller trading for own account and risk as principal.

W i l s O N a s a – g r O u p

IAS 36 Impairment of Assets: A specification is included that operating segment is the highest level at which goodwill can be allocated in a business combination.
IAS 38 Intangible Assets: A specification is included that if an intangible asset is only identifiable together with another intangible asset, the two can be presented as a single asset provided that the period of use is virtually identical.
IAS 39 Financial Instruments – Recognition and Measurement:
A specification is included whereby an advance payment option is regarded as being closely related to the host contract when the exercise price is virtually identical to the present value of the remaining interest payments in the host contract.
A specification is included whereby the exception for agreements between acquirer and acquiree in business combinations that concern future transfer of assets in the target company, only applies to forward contracts.
A specification is included whereby gains or losses on instruments in cash flow hedges where the expected future cash flow will lead to balance sheet recognition of a financial instrument, shall be recognised in the income statement only when the hedged future cash flows affect the profit or loss
IFRIC 9 Reassessment of Embedded Derivatives: A specification is included whereby IFRIC 9 does not apply to the reassessment of embedded derivatives in business combi-nations between companies under the same control or on the establishment of jointly controlled entities.
IFRIC 16 Hedges of a Net Investment in a Foreign Operation: A specification is included whereby hedges of net investments in foreign operations can be carried out using hedge instruments in any group company. There is thus no requirement for the parent company itself to acquire the hedge instrument.

Wilson’s principal business strategy is to offer Norwegian and European industry competitive, safe, reliable, flexible, and long-term transport services. Large volumes and long-term contract portfolios enable Wilson to optimise sailing patterns and ensure long-term, stable earnings.

The company strategy is to focus on development and expansion within the European dry cargo freight market by: • Increasing contract portfolio size

Ship purchases
Acquisition of companies and alliances with other operators

As part of their management of the Group, the Group’s executive management receive regular financial reporting on the activities in the segments. Reporting is divided into the following segments:

“2 000 dwt/System”:

“2 000 dwt” represents shipping with tonnage sizes of around 2 000 dwt. The vessels sail primarily in fixed transport patterns between Norway and the Continent, including the UK, as well as making routine port calls to industries in the Ruhr area. A range of finished goods and minerals are exported from Norway, with mostly a variety of steel products being transported from the Continent to Norway in return. In 2009, 60 % of operating days were contract-based.

“System” currently represents seven vessels, five of which sail fixed, long-term contract routes between Norway and the Continent and two between Iceland and the Continent.

“3 500-4 500 dwt”:

The “3 500-4 500 dwt” segment represents mainly contract shipping with input factors, semi-fabricated and manufac tured articles for Norwegian-controlled and Northern European commodities-based industry. In 2009, 41% of sailing days were contract-based.

“6 000-10 000 dwt”:

The “6 000-10 000 dwt” segment represents mainly contract shipping with input factors, semi-fabricated and manufactured articles for Norwegian-controlled and European commoditiesbased industry. In 2009, 48 % of sailing days were contractbased.

Note 3 – Segment information

“Other”:

Wilson runs affreightment enterprises and operations in the small bulk market with vessels between 1 500 dwt and 10 000 dwt, primarily in European waters. Segmental division is in accordance with practical considerations and clients’ historical demand for tonnage. As of 31 December 2009, the Wilson system operated 108 vessels, 75 of which are ownercontrolled by the company.

The “Other” segment comprises different activities such as container line, self-discharger vessels and management services. As of 10 October 2008, Euro Container Line’s container business has been included in the segment. See also Note 23.

2	000 dwt/	3 500-4 500	6 000-10 000
Year 2009	system	dwt	dwt	Other	Total
Operating income	188 273	351 549	185 854	115 285	840 961
Operating expenses *	155 852	358 548	179 143	91 678	785 221
Operating result before deprec. & amort. (EBITDA)	32 421	-6 999	6 711	23 607	55 740
Depreciation/amortisation	34 888	80 630	52 559	20 906	188 983
Operating result (EBIT)	-2 467	-87 629	-45 848	2 701	-133 243
Capitalised value, ships	298 347	862 500	616 948	156 236	1 934 031
Of which:
Additions, ships	-	-	-	-	0
Ships under construction	-		89 144	-	89 144
Year 2009	Import	Export	Domestic	Foreign	Total
Operating income	210 240	260 698	50 458	319 565	840 961
in %	25 %	31 %	6 %	38 %	100 %

*) Operating expense inc. cost of T/C hire

Turnover from the 10 largest clients in 2009 is approximately 36 % of the Group’s total gross turnover.

W i l s O N a s a – g r O u p

2	000 dwt/	3 500-4 500	6 000-10 000
Year 2008	system	dwt	dwt	Other	Total
Operating income	201 885	568 886	341 605	92 785	1 205 161
Operating expenses*	158 312	392 803	209 061	41 155	801 331
Operating result before deprec. & amort. (EBITDA)	43 573	176 083	132 544	51 630	403 830
Depreciation/amortisation	22 134	86 749	52 029	9 342	170 254
Operating result (EBIT)	21 439	89 334	80 515	42 288	233 576
Capitalised value, ships	215 606	961 902	566 883	168 383	1 912 774
Of which:
Additions, ships	10 100	143 016	-	119 381	272 497
Ships under construction	-	82 093	194 628	-	276 721
Year 2008	Import	Export	Domestic	Foreign	Total
Operating income	325 393	361 548	84 361	433 858	1 205 161
in %	27 %	30 %	7 %	36 %	100 %

*) Operating expense inc. costs of T/C hire

Turnover from the 10 largest clients in 2008 was approximately 39 % of the Group’s total gross turnover.

Note 4 – Shares in subsidiaries

	Acquistion	Main	Registered	Voting &
Subsidiary	year	activity	offce	ownership
Wilson EuroCarriers AS	2000	Affreightment	Bergen	100 %
Bergen Shipping Chartering AS	2000	Affreightment	Bergen	100 %
Euro Container Line Holding AS	2008	Affreightment	Bergen	100 %
Euro Container Line AS *	2008	Affreightment	Bergen	100 %
NSA Schifffahrt und Transport GmbH *	2008	Affreightment	Hamburg	100 %
Wilson Management AS	2000	Administration	Bergen	100 %
Wilson NRL Transport GmbH **	2000/2007	Affreightment	Duisburg	100 %
Wilson Agency BV, Rotterdam **	2003	Affreightment	Rotterdam	100 %
Wilson Ship Management AS **	2000	Ship management	Bergen	100 %
Wilson Crewing Agency Ltd. ***	2004	Crewing	Arkhangelsk	100 %
Wilson Crewing Agency, Odessa Ltd. ***	2007	Crewing	Odessa	100 %
Wilson Murmansk Ltd. **	2009	Affreightment	Murmansk	100 %
Wilson Ship AS	2000	Hiring vessels	Bergen	100 %
Wilson Shipowning AS	2000	Ship owners	Bergen	99.44 %
Altnacraig Shipping Plc.	2000	Hiring vessels	London	100 %
Nesskip hf., Reykjavik	2006/2009	Affreightment	Reykjavik	87.7 %
Unistar Shipping Co. Ltd. ****	2006	Ship owners	Limassol	100 %
Volcano Shipping Services Ltd. *	2006	Administration	Limassol	100 %
MV ”Mautern” Shipping Co. Ltd. *	2006	Ship owners	Limassol	75 %
MV ”Weissenkirchen” Shipping Co. Ltd. ** 2006		Ship owners	Limassol	50 %
MV ”Joching” Shipping Co. Ltd. **	2006	Ship owners	Limassol	50 %

Subsidiary of Euro Container Line Holding AS

** Subsidiary of Wilson Management AS

*** Subsidiary of Wilson Ship Management AS
**** Subsidiary of Nesskip hf.
* Subsidiary of Unistar Shipping Co. Ltd.
** Associate, share owned by Unistar Shipping Co. Ltd.

Changes relating to subsidiaries in 2009:

In 2009, Wilson purchased an additional 17.05 % of the shares in the company Nesskip hf., Iceland, including ship-owning companies in Cyprus. This brought Wilson’s stake from 70.65 % up to 87.70 % as of 31 December 2009. A further 1.4 % stake was taken over in January and February 2010, making the current shareholding 89.10 %. This share purchase was not incorporated into the consolidated financial statements as of 31 December 2009. See also Note 5.

Wilson established Wilson Murmansk Ltd. in Russia in 2009. The company is part of Wilson’s agency and affreightment business.

W i l s O N a s a – g r O u p

Note 5 – Investments in jointly controlled entities

The Group had the following investments in jointly controlled entities as of 31 December 2009:

	Acquisition		Book
Company	date	Cost price	value	Country	Activity	Ownership
MV ”Weissenkirchen” Shipping Co. Ltd.	31.05.06	12 568	13 571	Cyprus	Ship ownership	50 %
MV ”Joching” Shipping Co. Ltd.	31.05.06	12 444	12 967	Cyprus	Ship ownership	50 %
Total investment		25 012	26 538

MV “Weissenkirchen” Shipping Co. Ltd and MV “Joching” Shipping Co. Ltd are both ship-owning companies, owning one vessel each, respectively MV Wilson Sky and MV Wilson Hull.

Changes relating to jointly controlled entities in 2009:

There were no ownership changes relating to jointly controlled entities in 2009.

Changes in capitalised value in 2009 are specified as follows:

Changes in capitalised value in 2009 are specifed as	follows:
TNOK	Weissenk.	Joching	2009 Total	2008 Total
Original acquisition cost	12 568	12 444	25 012	28 760
Balance sheet equity at acquisition	-3 164	-2 339	-5 503	-8 926
Excess value, ships	9 404	10 105	19 509	19 834
Net value at 1 January	15 168	13 317	28 485	39 209
Additions/disposals for the period	0	0	0	-11 807
Share in proft/loss for year	-1 235	24	-1 211	1 819
Amortisation of excess value	-362	-374	-736	-736
Transfers to/from company	0	0	0	0
Other changes during the year	0	0	0	0
Net value at 31 December	13 571	12 967	26 538	28 485

“Share in profit/loss for year” and “Amortisation of excess value” are carried in the income statement under “Share in profit/ loss of jointly controlled entities”.

Below is a summary of company accounts for associates and jointly controlled entities for 2009.

2009
TNOK	Weissenk.	Joching	Total 2009
Fixed assets	25 872	28 033	53 905
Current assets	0	2 228	2 228
Total assets	25 872	30 261	56 133
Long-term liabilities	10 062	17 284	27 346
Current liabilities	4 878	4 566	9 444
Total liabilities	14 940	21 850	36 790
Equity	10 932	8 411	19 343
Group share of equity	5 466	4 206	9 672
Excess value	8 105	8 762	16 867
Group share of equity including excess value	13 571	12 967	26 538
Total income	8 601	12 088	20 689
Proft/loss for theyear	-2 470	48	-2 422
Group share of proft/loss for the year	-1 235	24	-1 211
Correction for negative share	0	0	0
Amortisation of excess value	-362	-374	-736
Group share of proft/loss for the year inc. amortisation
of excess value recognised inproft or loss	-1 597	-350	-1 947

W i l s O N a s a – g r O u p

Below is a summary of company accounts for jointly controlled entities for 2008:

2008
TNOK	Weissenk.	Joching	Total 2008
Fixed assets	32 573	36 362	68 935
Current assets	650	2 100	2 750
Total assets	33 223	38 462	71 685
Long-term liabilities	16 181	24 438	40 619
Current liabilities	3 638	5 661	9 299
Total liabilities	19 819	30 099	49 918
Equity	13 404	8 363	21 767
Group share of equity	6 702	4 182	10 884
Excess value	8 466	9 136	17 602
Group share of equity including excess value	15 168	13 317	28 485
Total income	10 600	10 773	21 373
Proft/loss for theyear	2 454	1 184	3 638
Group share of proft/loss for the year	1 227	592	1 819
Correction for negative share	0	0	0
Amortisation of excess value	-362	-374	-736
Group share of proft/loss for year inc. amortisation
of excess value recognised inproft or loss	865	218	1 083

The Group has the following subordinated loans relating to jointly controlled entities:

		2009	2008
	Interest rate	Book value	Book value
MV ”Weissenkirchen” Shipping Co. Ltd.	0 %	1 402	1 666
MV ”Joching Shipping Co. Ltd.	0 %	4 048	4 811
Total loans		5 450	6 477

Loans to MV “Weissenkirchen” Shipping Co. Ltd. and MV “Joching” Shipping Co. Ltd., are subordinated loans on which interest is not charged.

The fair value of subordinated loans with a 0 % interest rate is estimated at TNOK 4 950 based on a discounted rate of 10 %.

Note 6 – Other long-term receivables

	2009	2008
Seller’s credit	0	1 366
Rebuilding loans	2 195	2 964
Total	2 195	4 330

Seller’s credit of TNOK 1 366 is related to the sale of two chemical tankers (Frigg and Freya) included in the purchase of Nesskip hf. Interest is charged at 9.29 % per annum. Loan repayments were made in 2009 in the sum of TNOK 1 366.

A rebuilding loan of TEUR 300 (TNOK 2 195 at 31 December 2009), relates to MV Havstein, which was rebuilt as a self-discharger and was in the service of Bergen Shipping Chartering AS in 2009. As of 31 December 2008, the loan amounted to TEUR 300. Interest is charged at 5 % per annum. Following a revised agree ment, the loan was repaid in 2009 in the sum of TEUR 36, with the sum of TEUR 264 still outstanding on the loan at 31 December 2009.

The fair value of other long-term receivables is considered to be the capitalised value, as the credit risk relating to the receivables is still considered acceptable.

W i l s O N a s a – g r O u p

Note 7 – Wages and salaries, number of employees, remuneration, loans to employees, etc.

Specifcation of other administrative expenses:
Administrative expenses	2009	2008
Wages and salaries	91 865	93 993
Other operating expense	28 564	31 797
Total	120 429	125 790
Wages and salaries
Salaries, offce staff Bergen	55 000	58 471
Employer’s national insurance contributions	8 884	9 487
Pension costs	9 417	6 942
Other benefts	1 181	2 403
Wages, salaries & social costs, foreign companies	17 383	16 690
Total	91 865	93 993
Average number of full-time equivalents	145	131

The average number of full-time equivalents (FTEs) is weighted in relation to incoming and outgoing staff through the year, and the number of part-time staff. See below for the number of employees at year-end.

NSA Schifffahrt und Transport GmbH, Hamburg with 13 employees was taken over 100 % on 10 October 2008. Costs are included from the takeover date inclusive and the average number of FTEs is similarly weighted in relation to 31 December 2008.

The number of employees at 31 December 2009 comprised 102 (98) in Bergen and 49 (44) in foreign companies.

At year-end the Group employed approximately 1 300 (1 350) mariners. The wage cost for the mariners is included in the crew costs for ships and is specified as follows:

costs for ships and is specifed as follows:
	2009	2008
Crew costs, own ships	221 925	214 061
Crew costs, ships under management	0	6 397
Total crew costs	221 925	220 458

Senior executives

The main principle for fixing senior executives’ pay was adopted by the Annual General Meeting on 3 April 2009 and is as follows:

”The company’s main principle for fixing senior executives’ pay will therefore be to offer senior executives competitive conditions in order to create continuity in the management. The remuneration package offered to employees will normally consist of basic salary, pension benefits and car allowance. In addition, senior executives may individually earn performancerelated pay of to up to two months’ salary per year. In the case of the CEO, this performance-related element of the remuneration package can be up to three months’ salary per year. The level of the remuneration package will reflect Wilson’s aim to offer a salary level that is commensurate with the average salary level in similar shipping companies in Norway.”

There are no share option programmes for employees.

The Chair of the Board of Directors has no agreement with the company to be paid a bonus, “golden parachute”, share options or similar. The Chair of the Board and shareholder-elected board members are not entitled to a pension from the company.

In reviewing the administration’s proposed final financial statements for the year, the Board also considers the question of payment of bonus to the CEO. By the closing of accounts it has normally been determined whether to pay a bonus to senior executives and other employees relative to the company’s profit performance. Any bonus adopted by the Board is allocated as an expense in the current financial year, but is paid out in the following financial year. Where there is a difference in the level of bonus to senior executives, other employees and the CEO, that difference is included in the next financial year.

Following consideration of the administration’s proposed final financial statements for 2008, the Board resolved to pay a bonus to the CEO in the amount of TNOK 161, which is equal to one month’s salary x 1.25. For 2008 the Board also resolved to pay a bonus to senior executives and other employees equal to one month’s salary x 1.25. Both bonuses were paid out in 2009.

Following consideration of the administration’s proposed final financial statements for 2009, the Board resolved that no bonus should be paid to the employees for 2009.

W i l s O N a s a – g r O u p

Senior executives							Earned pension
- pay and pension				Bonus	Other remun-	Total taxable	rights/costs for
rights	Titel	Basic	salary	paid	eration1)	income	company2)
2009				For 2008
Øyvind Gjerde	CEO		1 560	160	122	1 842	83
Petter Berge	CFO		1 078	104	100	1 282	53
Jostein Bjørgo	Commercial Director		1 005	107	105	1 217	53
Jon Are Gummedal	Technical Director		894	83	91	1 068	51
Total			4 537	454	418	5 409	240
2008				For 2007
Øyvind Gjerde	CEO		1 491	350	120	1 961	103
Petter Berge	CFO		976	121	99	1 196	52
Jostein Bjørgo	Commercial Director		904	106	73	1 083	52
Jon Are Gummedal	Technical Director		795	98	16	909	48
Total			4 166	675	308	5 149	255

Jon Are Gummedal took up the post of Technical Director on 1 May 2008, having until then been employed by the company as Inspector. Jostein Bjørgo became Commercial Director on 1 July 2008, having until then been employed by the company as Chartering Manager.

1) Includes car allowance, insurance, ADSL and other minor remunerations.

2) Calculation of earned pension benefits is based on the same assumptions as described in Note 8 Pensions. None of the persons in the table above received compensation from other companies in the Group during the year. All amounts are exclusive of employer’s national insurance contributions.

Senior executives	Title	Term of notice	Bonus appraisal
Øyvind Gjerde *	CEO	6 months	Annual
Petter Berge	CFO	6 months	Annual
Jostein Bjørgo	Commercial Dir.	6 months	Annual
Jon Are Gummedal	Technical Dir.	6 months	Annual

Termination of an employment contract for reasons other than ordinary resignation on the part of the employee entitles the employee to a contractual termination payment of 18 months’ salary including the period of notice.

No loans or guarantees were provided to senior executive or other employees during the year.

Wilson’s employees in Norway are entitled to pension benefits amounting to 66 % of salary up to 12 G at full contribution (where G is the basic amount under the Norwegian national insurance scheme). Employees who commenced working for Wilson after 1 January 2007 are members of a defined-contribution pension scheme.

Members’ fees	Members’ fees	Other benefts	Members’ fees	Other benefts
Board of Directors	paid in 2009	2009	paid in 2008	2008
Kristian Eidesvik, styrets formann	125	0	125	0
Gudmundur Asgeirsson	96	0	96	0
Eivind Eidesvik	96	0	110	0
Ellen Solstad	110	0	110	0
Synnøve Seglem	82	0	0	0
Jan Minde, employee representative	96	0	96	0
Bernt D. Odfjell, deputy member	110	0	110	0
Nina Hjellestad, deputy employee rep.	51	0	51	0
Former Board members
Katrine Trovik	94	0	125	0
Pål M. Hisdal		0	96	0
	861	0	920	0

All amounts are exclusive of employers’ national insurance contributions.

Gudmundur Asgeirsson became a member of the Board of Directors on 30 March 2007 and was at that time employed by Nesskip hf., Iceland. Asgeirsson’s employment with Nesskip ended on 21 May 2008 and he no longer holds elected office in Nesskip hf. See Note 23 (Nesskip) for share options exercised by Gudmundur Asgeirsson in 2009.

W i l s O N a s a – g r O u p

Pål M. Hisdal stepped down as a member of the Board on 18 December 2007 and Synnøve Seglem was elected to the Board. Katrine Trovik stepped down from the Board on 31 October 2008. Bernt D. Odfjell stepped down from the Board on 9 December 2008 and was at the same time elected as a shareholder-elected deputy member. Jan Minde is the employee representative on the Board. Nina Hjellestad is the employee representative’s deputy member.

No loans or guarantees were provided to Board members during the year.

Below is a list of the percentage-wise shareholdings of members of the Board and the group executive management at 31 December 2009. Board members’ and senior executives’ shareholdings include shares held by their close family members.

Shares controlled by the Chair and Board members	2009	2008
Kristian Eidesvik	90.18 %	90.18 %
Ellen Solstad	1.48 %	0.59 %
Eivind Eidesvik	0.01 %	0.01 %
Bernt Daniel Odfjell	0.39 %	0.39 %
Shares controlled by senior executives	2009	2008
CEO	0.00 %	0.00 %
CFO	0.00 %	0.00 %
Commercial Director	0.00 %	0.00 %
Technical Director	0.00 %	0.00 %
Group auditor’s fees	2009	2008
Statutory audits	1 047	1 040
Other attestation services		23
Tax advice related to restructuring	799	286
Other advice	450	561
Total	2 296	1 910

All amounts are stated exclusive of VAT.

Note 8 – Pension costs, assets and liabilities

Compulsory occupational pension scheme

Wilson is obliged to have an occupational pension scheme under the Norwegian Compulsory Occupational Pensions Act, and has pension schemes which satisfy the provisions of the Act.

The Group also has an unsecured pension scheme for 15 former employees, which is funded through company operations.

Office staff

Wilson has a group pension scheme for some of the office staff. The pension scheme entitles employees to defined future benefits, which depend mainly on the number of years of service, the final salary at retirement age, and the size of retirement benefits paid under the Norwegian national insurance scheme. The pension liabilities are secured through an insurance company. The pension scheme comprised 96 staff and pensioners at 31 December 2009. Under the main terms of the office staff pension scheme, members are entitled to a pension amounting to 66 % of pensionable income up to 12G from the member’s 67th birthday, as well survivor’s pension, disability pension and children’s pension. New employees entering the company on or after 1 January 2007 have a defined contribution pension scheme.

Mariners

Wilson has a group pension scheme for 23 Norwegian mariners (both economically active and retired), which is funded through an insurance company.

W i l s O N a s a – g r O u p

	Secured	scheme	Unsecured	scheme
Pension cost	2009	2008	2009	2008
Present value of the year’s pension scheme	5 476	4 686	0	416
Interest cost of pension liability	4 458	4 216	211	183
Expected return on pension assets	-4 875	-4 618
Administrative charges	485	483	0	0
Employer’s contribution	782	783	30	98
Estimate variances recognised in proft or loss	1 210	65	393	-234
Net pension cost of defned beneft scheme	7 536	5 615	634	463
Capitalised pension liabilities and assets
Present value of calculated pension liabilities	-86 668	-105 509	-3 787	-5 797
Pension assets (fair value)	73 195	76 430	0	0
Net pension liabilities	-13 473	-29 079	-3 787	-5 797
Employer’s contribution	-1 900	-4 100	-534	-817
Changes & estim. variances not recog. in P/L	8 568	27 154	1 469	2 458
Net capitalised pension assets/liabilities	-6 805	-6 025	-2 852	-4 156
Change in net capitalised liability
Net capitalised liability at 1 January	-6 025	-7 682	-4 156	-5 497
Pension paid out, unsecured scheme	0	0	1 937	1 803
Pension cost recognised in proft or loss	-7 536	-5 615	-634	-462
Premium payments inc. employer’s contrib.	6 757	7 272
Net capitalised pension liability at 31 December	-6 804	-6 025	-2 853	-4 156
Change in gross pension liabilities
Pension liability at 1 January	-105 509	-87 014	-5 797	-3 992
Pension paid out	2 815	2 431	1 698	1 803
Estimate variances for the year	25 959	-11 241	522	-3 009
Gross pension cost	-9 933	-9 685	-210	-599
Pension liability at 31 December	-86 668	-105 509	-3 787	-5 797
Change in gross pension assets
Pension assets at 1 January	76 430	74 815
Pension paid out	-2 815	-2 431
Return on pension assets	4 390	4 135
Estimate variances for the year	-10 732	-7 172
Premium payments excl. employer’s contrib.	5 922	7 082
Pension assets at 31 December	73 195	76 429

In addition to the pension cost of the defined benefit scheme, Wilson has carried TNOK 1 247 (2008: TNOK 864) to expense in pension costs relating to the defined contribution scheme.

Economic assumptions:	2009	2008
Discount rate at 31 December	4.40 %	4.30 %
Expected return on pension assets	5.80 %	6.30 %
Wage adjustments	4.00 %	4.25 %
Pension adjustments	1.30 %	2.75 %
Adjustment of national insurance basic amount (G)	4.00 %	4.25 %

Calculations are based on standardised assumptions for death and disability trends, as well as other demographic factors, prepared by the Norwegian Financial Services Association (FNH). The calculations are based on the K2005 mortality table and the IR02 disability tariff.

Wage adjustments and pension adjustments are calculated based on company-specific conditions and assumptions measured against historical trends. Other economic assumptions are determined based on the recommendations in the Norwegian Accounting Standards Board’s guide to assumptions used in calculating pension benefits. The assumptions were established before the turn of the year and differ slightly from the guide’s recommendations as of 31 December. Wilson has estimated the gross pension liability based on the recommended assumptions as of 31 December and these calculations show insignificant variances in relation to the figures that are presented.

Expected premium payments for 2010, including defined contribution schemes, amount to approximately TNOK 9 300. Expected payments on unsecured schemes amount to approximately TNOK 1 700. Both amounts include employer’s contribution.

W i l s O N a s a – g r O u p

Composition of pension assets:

Composition of pension assets:
	01.01.08	31.12.08	30.09.09
Shares	24.80 %	3.80 %	9.90 %
Short-term bonds	21.50 %	29.90 %	19.00 %
Money market	7.50 %	14.00 %	16.30 %
Held-to-maturity bonds	27.70 %	28.80 %	36.40 %
Real estate	15.60 %	16.80 %	17.10 %
Other	2.90 %	6.70 %	1.30 %
Total fair value	100.00 %	100.00 %	100.00 %

Trend in pension liabilities, assets and estimate variances in the past 5 years:

	2009	2008	2007	2006	2005
Present value of calculated pension liabilities	-90 455	-112 619	-91 567	-99 961	-84 108
Pension assets (fair value)	73 195	76 430	74 814	71 984	61 497
Overfunding/underfunding	-17 260	-36 189	-16 753	-27 977	-22 611
The year’s estimate variances, pension liabilities	26 481	-14 250	5 214
The year’s estimate variances, pension assets	-10 732	-7 172	-3 180

Note 9 – Significant leasing commitments

Financial leasing commitments

See Notes 10 and 15.

Operating T/C commitments and expenses and operating bareboat expenses

As of 31 December 2009, the Group had time charterparty commitments on 32 vessels. Current charterparties are a combination of short periods up to 12 months with (in some cases) options for further hire, and some for periods longer than 12 months. Signed agreements at 31 December 2009 totalled TNOK 386 691. Parts of this T/C programme were entered into with a German shipowner, according to which the vessels will be delivered in 2010. The way this programme is designed will give Wilson a considerable degree of flexibility with a view to capacity during this period and in subsequent years. Annual hire of vessels in 2009 totalled TNOK 250 130.

Future minimum leases linked to non-cancellable T/C agreements fall due as follows:

	2009	2008
Within 1 year	214 667	270 085
1 to 5 years	205 807	446 438
After 5 years	0	12 914
Future minimum leases	420 474	729 437
Interest per annum	5.00 %	4.00 %
Present value of future min. leases	386 691	662 944

Lease on office premises

Wilson Management AS held a 10-year lease on premises on the 4th floor at Bradbenken 1 in Bergen up until 2008, with the option to renew the lease for two five-year periods on similar terms. The lease was renewed for five years from December 2008. In addition, the lease has been extended to parts of the 5th floor. The rent is adjusted annually according to the Norwegian consumer price index.

	2009	2008
Rental expenses, offce premises	3 878	3 360
Future minimum leases linked to non-cancellable parts of the lease fall due as follows:
	2009	2008
Within 1 year	3 920	3 278
1 to 4 years	11 760	13 112
After 4 years	0	0
Future min. leases	15 680	16 390

W i l s O N a s a – g r O u p

Note 10 – Tangible fixed assets

Tangible fxed assets at 31 December 2009:		Ships under	Capitalised	Other op.
	Ships	construction*	docking	equipment	Real estate	Total
Acquisition cost at 1 January	1 906 335	233 560	315 567	22 524	3 010	2 480 996
Additions purchase operating equipment	30 594	121 458	67 215	0	0	219 267
Disposals	36 417	0	185 547	332	0	222 296
Acquisition cost 31 December	1 900 511	355 018	197 235	22 192	3 010	2 477 966
Acc. depr., write-downs & rev. write-downs 1 January 378 839		0	163 850	12 136	395	555 220
Acc. deprec. disposals	24 099	0	185 547	0	0	209 646
Depreciation for the year	83 972	0	101 718	2 891	151	188 732
Acc. depr., write-dns & rev. write-dns at 31 December 438 712		0	80 021	15 027	546	534 307
Book value at 31 December	1 461 799	355 018	117 214	7 165	2 464 1 943 660
Depreciation for the year	83 972	0	101 718	2 891	151	188 732
Useful life	30-35 years		30 mnths	5-10 years	20 years
Depreciation schedule	Straight-line		Straight-line	Straight-line	Straight-line
Capitalised leases inc. in acquisition cost	55 369	0	0	0	0	55 369
Tangible fxed assets at 31 December 2008:		Ships under	Capitalised	Other op.
	Ships	construction*	docking	equipment	Real estate	Total
Acquisition cost at 1 January	1 590 113	128 250	181 229	13 929	3 010	1 916 531
Additions purchase operating equipment	252 244	105 310	130 020	7 352	0	494 926
Acquisition cost 31 December	1 906 335	233 560	315 567	22 524	3 010	2 480 996
Acc. depr., write-downs & rev. write-downs at	1 Jan. 302 615	0	72 634	9 974	244	385 467
Depreciation for the year	76 224	0	91 216	2 162	151	169 753
Acc. depr., write-dns & rev. write-dns at 31 Decmber 378 839		0	163 850	12 136	395	555 220
Book value at 31 December	1 527 496	233 560	151 717	10 388	2 615	1 925 776
Depreciation for the year	76 224	0	91 216	2 162	151	169 753
Useful life	30-35 years		30 mnths	5-10 years	20 years
Depreciation schedule	Straight-line		Straight-line	Straight-line	Straight-line
Capitalised leases inc. in acquisition cost	58 305	0	0	0	0	58 305

“Ships under construction” relates to the building of eight new 8 500 dwt bulk carriers and eight new 4 500 dwt bulk carriers in China. Building costs are capitalised as costs accrue. Ships under construction are not depreciated during the construction phase. The costs will be carried as additions (ships) upon delivery of the finished vessels and depreciated according to Group depreciation principles for ships. All the Group’s interest on building loans relates entirely to newbuildings and in 2009 interest on building loans of TNOK 10 784 (2008: TNOK 809) was capitalised on the building account for the projects. See Note 22. At 31 December 2009, accumulated interest on building loans recognised in the item “Ships under construction” totalled TNOK 11 593 (2008: TNOK 809). In addition, an unrealised accumulated gain on hedges of payments in USD to the shipyards was capitalised in the sum of NOK 14 418. See Note 18.

Valuation of fleet

Wilson operates an industrial shipping business with a standardised fleet and high contract coverage, where added value accrues from economies of scale. The fleet is a portfolio in which the focus is on the totality, and where the company elects to employ the vessel that is in the best position to do the job at any time. The book value of the vessels, including capitalised docking, is compared with market indications for the different sizes of vessel quoted in EUR and translated into NOK at 31 December 2009. In the current market there is great uncertainty with respect to third-party valuations of the vessels. Normally, the company obtains a valuation from shipbrokers so as to be able to indicate a third-party opinion on values in the fleet. For 2009, however, the company takes the view that such values would not be representative as in the current situation it would not be possible to find a willing buyer – willing seller, which is key to valuations of this kind. Valuations have been obtained for some selected vessels, which indicate a moderate decrease compared with values at 31 December 2008. This is in line with the company’s view that most of the impairment occurred around the turn of the year 2008/2009. In order to check book values, the company has estimated value in use, which is calculated as the present value of expected cash flows for each vessel individually in the portfolio. Expected cash flows for the vessel’s useful life are estimated without further growth, based on a weighted average actual earnings in 2008 and 2009 and the adopted budget for 2010. In the calculation, the 2009 earnings are weighted downwardly owing to the belief that this was a very unusual year in the market with such a considerable

W i l s O N a s a – g r O u p

reduction in volume that the probability of it being repeated is regarded as less than the probability of a repeat of, for example, 2008 levels. No special adaptations were made for vessels that the company has laid up. The Group has applied a WACC (weighted average cost of capital) of about 10 % as the discount rate before tax. WACC is calculated as a weighted average interest rate on debt of about 7 % and a return on equity requirement of about 20 % taking into account the risk in our type of business. The value measurement shows good margins against book values. In terms of sensitivity, a one percentage-point increase in the discount rate will give just over MNOK 120 lower value, while a fall in earnings of NOK 1 000 per day will give a reduction of around MNOK 160 in the calculated values. The discount rate is assessed as being in an upper stratum, while variations in earnings cannot be excluded. However, even with a reduction in value of MNOK 160 there are good margins against book value.

No basis was accordingly found for writing down the book value of vessels in 2009

Note 11 – Intangible assets

Fixed-term	agreements
Acquisition cost at 1 January 2009	2 500
Additions	0
Disposals	0
Acquisition cost at 31 December 2009	2 500
Accumulated amortisation at 1 January 2009	2 250
Amortisation for the year	250
Disposals, amortisation	0
Acc. amort., write-dns & rev. write-dns 31 December 2009	2 500
Book value at 31 December 2009	0
Amortisation for theyear	0
Useful economic life	5 years
Amortisation schedule	Straight-line

The Group purchased Wani Shipping in 2004, which included T/C and client contracts. These contracts are assumed to have a lifetime of five years and are amortised relative to this.

Note 12 – Goodwill

Consolidated goodwill arose upon the acquisition of Wilson AS and its subsidiaries in the financial year 2000, and upon the purchase of 49 % of the shares in Wilson NRL Transport GmbH, Duisburg in 2007, as well as the purchase of the remaining 50 % of the shares in Euro Container Line Holding AS in 2008. Wilson AS was subsequently merged into Wilson ASA. The goodwill item that arose in 2000 represents the value of future profits from the company’s long-term contractual relationships which have developed over a long period of time via Wilson EuroCarriers AS. Goodwill that arose in 2007 on the purchase of shares in NRL Transport GmbH represents the values and relationships associated with the affreightment and agency business built up in Duisburg. Goodwill relating to Euro Container Line Holding AS represents the lasting value built up over many years from the container line’s operations between Norway and the Continent.

	Acquisition cost Goodwill	Year acquired
Wilson AS	129 036	2000
NRL Transport	1 115	2007
Euro Container Line Holding AS	24 553	2008
Total	154 704

Goodwill is measured at the end of the reporting period based on earnings at group level. The measurement is based on the entire purchased shipping business as a single cash-generating unit. Value in use is measured based on a discount rate of approximately 10 % per annum. The discount rate is based on a weighted average cost of capital (WACC), equal to the rates that appear under “Measurement of vessels” in Note 10. Cash flows are calculated with a 12-year time horizon corresponding to the average residual life of the company’s vessels, without growth, and based on a weighted average of operating earnings, after dock dues, for 2008, 2009 and the adopted budget for 2010. The measurement of goodwill shows a good margin between fair value and book value.

No write-down requirement for consolidated goodwill was identified during the financial year.

W i l s O N a s a – g r O u p

Note 13 – Tax

The year’s tax charge is derived as follows::	2009	2008
Tax payable	-1 234	-2 777
Change in deferred tax	33 660	82 253
Tax charge	32 426	79 476
Fixed assets	510 335	462 976
Proft and loss account	-276 514	-271 517
Loss carryforwards	-337 097	-250 990
Financial instruments	6 949	129 252
Pensions	-9 657	-10 181
Base for calculating deferred tax	-105 984	59 540
Nominal tax rate	28	28
Deferred tax	-29 676	16 671
Deferred tax, foreign subsidiary	335	395
Deferred tax recognised on balance sheet	-29 341	17 066
Reconciliation from nominal to actual tax rate
Proft/loss before tax	-31 758	170 102
Nominal tax rate	28	28
Expected income tax acc. to nominal tax rate	-8 892	47 629
Tax effect of following items	462 976	347 520
Non-deductible costs	-35	591
Effect of results of foreign activities	-1 032	-7 855
Effect of fnancial instruments
Prior-year unrecognised deferred tax assets	-25 992	-118 258
Other items	3 525	-1 583
Tax charge	-32 426	-79 476

Deferred tax assets are recognised on the balance sheet based on future earnings and reversal of tax-adding temporary differences. The remaining loss carryforward will be offset against tax-adding temporary differences.

The tax effect of temporary differences from investments in jointly controlled entities is assessed as insignificant for the Group.

The tax charge for 2009 has been reduced by MNOK 26 by entering deferred tax assets related to the write-down of goodwill in the separate financial statements with tax deductions. Goodwill is intact in the Group and has not been written down in the consolidated financial statements.

Note 14 – Share capital and shareholder information

Share capital in the company at 31 December 2009 consisted of 42 216 000 shares at NOK 5 each, making TNOK 211 080 in total.

Name	No. of shares	Shareholding	Voting share
Caiano AS	38 070 599	90.18 %	90.18 %
Pareto Aksje Norge	956 800	2.27 %	2.27 %
Ivan AS	623 000	1.48 %	1.48 %
Pareto Aktiv	501 600	1.19 %	1.19 %
Total > 1 % shareholding	40 151 999	95.11 %	95.11 %
Total others	2 064 001	4.89 %	4.89 %
Total number of shares	42 216 000	100.0 %	100.0 %

Please refer to Note 7 for information on shares owned by the company’s Board of Directors and senior executives.

Through the related party Caiano AS, Kristian Eidesvik controls in total 90.18 % of Wilson ASA.

W i l s O N a s a – g r O u p

Note 15 – Long-term liabilities

	Effective int. rate	Interest due	2009	2008
Mortgage debt NOK swapped to fxed rate	7.84 %	2013	200 000	200 000
Mortgage debt EUR swapped to fxed rate			-	42 194
Mortgage debt EUR swapped to fxed rate	6.17 %	2010	34 424	40 910
Debt with fxed interest rates			234 424	283 104
Mortgage debt NOK foating rate	4.79 %	2010	299 617	302 200
Mortgage debt EUR foating rate	3.20 %	2010	589 199	682 719
Financial leases NOK	6.12 %	2010	54 460	58 206
Debt with foating interest rates			943 276	1 043 125
Building loans:
EUR foating rate	3.29 %		91 169	64 966
USD foating rate	2.71 %		79 256	34 349
Building loans with foating interest rates			170 425	99 315
Total long-term mortgage debt and fnancial leases			1 348 125	1 425 545
First year’s instalments on long-term debt inc. fnancial leases			-147 898	-129 588
Long-term mortgage debt & fnancial leases excl. frst year’s instalment			1 200 227	1 295 957

The effective interest rate is a calculated average. Debt with a floating rate of interest is established up to six months into the future.

Repayment profiles (excluding building loans) based on the figures at 31 December 2009:

Repaymentprofle - Mortgage debt	2010	2011	2012	2013	Thereafter
Instalments	144 646	126 827	123 362	123 362	581 657
Balloon payment	0	0	23 386	0	0
Total	144 646	126 827	146 748	123 362	581 657
Repaymentprofle - Leasing	2010	2011	2012	2013	Thereafter
NOK	3 254	3 293	682	725	5 429
NOK*	0	41 086	0	0	0
Total	3 254	44 379	682	725	5 429
Nominal valuepaid out - Leasing	2010	2011	2012	2013	Thereafter
NOK	6 659	6 936	1 092	1 092	6 570
NOK*	0	41 086	0	0	0
Total	6 659	48 022	1 092	1 092	6 570

Included in this amount is the purchase sum according to purchase options.

The majority of the Group’s mortgage debt was refinanced on 26 June 2008. The loan agreement has a term of seven years reckoned from this date.

Repayment profiles based on the figures at 31 December 2008:

Repaymentprofle - Mortgage debt	2009	2010	2011	2012	Thereafter
Instalments	125 600	125 600	125 600	121 483	741 948
Balloon payment	0	0	0	27 792	0
Total	125 600	125 600	125 600	149 275	741 948
Repaymentprofle - Leasing	2009	2010	2011	2012	Thereafter
NOK	3 738	3 195	624	664	6 355
NOK*	0	43 630	0	0	0
Total	3 738	46 825	624	664	6 355
Nominal valuepaid out - Leasing	2009	2010	2011	2012	Thereafter
NOK	7 810	7 085	1 080	1 080	6 355
NOK*	0	43 630	0	0	0
Total	7 810	50 715	1 080	1 080	6 355

Included in this amount is the purchase sum according to purchase options.

W i l s O N a s a – g r O u p

Book debt secured by mortgage/charge etc.:	2009	2008
Mortgage loans	1 123 240	1 268 024
Total	1 123 240	1 268 024
Book value of assets put up as security for book	debt:
Other operating equipment	0	0
Ships	1 503 126	1 555 597
Total	1 503 126	1 555 597

In addition to established long-term mortgage debt with credit institutions, the Group has entered into an agreement for building loans in connection with the newbuilding programme in China (see Note 22). The building loans were established for the equivalent of TNOK 170 425 in 2009 (TNOK 99 315 in 2008). The loan-to-collateral value ratio is approximately 77 % on delivery of the vessels, which equals the maximum establishment of TUSD 82 368 or the equivalent in NOK + TEUR 42 000. The building loans are secured in building contracts and “Refund guarantees”.

The most important loan covenants on a group basis are that available funds shall exceed 50 % of next year’s instalments, current assets shall be greater than current liabilities in accordance with specific definitions, book equity shall exceed 30 % of the balance sheet total, dividends shall not exceed 50 % of the result for the year, and Kristian Eidesvik and/or related parties shall own at least 35 % of Wilson ASA as a listed company.

Although it was not in breach of the loan covenants, the company is close to the requirement for positive working capital. Raisinga shareholder loan from the principal shareholder will considerably improve the ratio. See Note 20 for details of the loan.

Other long-term liabilities

Other external long-term liabilities, amounting to TNOK 1 434, are related to the minority interests in MV Mautern Shipping Co. Ltd. The loan is interest-free and instalment-free.

Some of the dividend to Caiano AS declared in April 2009 was converted into a loan of TNOK 20 000. See Note 20.

Capital structure

The company’s capital structure is assessed based on the requirement for a healthy debt-equity ratio on the one hand and a return on capital employed on the other. The company norm in connection with purchasing ships in the second-hand market has been 30 % equity and 70 % external financing of the purchase amount. The company will continue to view this kind of financing structure as appropriate in the future.

The company wishes to give its shareholders a good, stable return on their investment. Return on shareholder capital is understood to mean the sum total of the share price performance and dividends paid. This return should reflect the company’s relative economic development. In the case of a direct return in the form of dividend, Wilson’s aim is to pay annually 25-30 % of the company’s profits after tax. This objective will be considered in relation to the company’s growth ambitions in cyclical upturns and financial strength/solvency trends in cyclical downturns.

Note 16 – Cash, cash equivalents and bank overdrafts

The Group’s cash and cash equivalents, amounting to TNOK 42 552, are shown net less overdraft drawings of TNOK 31 887. The unused limit of the bank overdraft of TNOK 55 000 is TNOK 23 113.

Of the Group’s cash and cash equivalents, mandatory tax provisions deposited in bank accounts amount to TNOK 3 866.

Note 17 – Earnings per share

Earnings per share for the year are calculated by dividing the majority share of the profit for the reporting period by the weighted average number of equity shares in issue in the reporting period.

Earnings per share are shown on a separate line under the income statement.

W i l s O N a s a – g r O u p

Note 18 – Financial instruments

Classification of financial assets:

Financial assets	31 December 2009 31 December 2008
	Financial Financial assets at Loans and assets at Loans and fair value receivables Total 2009 fair value receivables Total 2008
Fixed-asset investments (long-term) Loans to jointly controlled entities 5 450 5 450 6 477 6 477 Derivatives held for trading 24 201 24 201 Deriv. held to hedge building contracts 50 353 50 353 Other long-term receivables 2 195 2 195 4 330 4 330 Fixed-asset investments (short-term) Accounts receivable 80 829 80 829 109 670 109 670 Other current receivables 59 475 59 475 120 677 120 677 Derivatives held for trading 2 502 2 502 45 105 45 105 Derivatives held to hedge building contracts 6 751 6 751 9 593 9 593 Cash and cash equivalents 42 552 42 552 74 767 74 767
Total fnancial assets 9 253 190 501 199 754 129 252 315 921 445 173

The Group had no financial assets classified in the categories of held-to-maturity or available-for-sale at 31 December 2008 or 31 December 2009.

Fair value of financial assets

The Group’s derivatives consist of forward exchange contracts and interest swaps. The fair value of forward exchange contracts is measured by using the forward exchange rate at the end of the reporting period. The fair value of interest swaps is calculated based on the market price stated by the bank.

The following of the company’s financial assets are not measured at fair value:

Loans to jointly controlled entities, other long-term receivables, accounts receivable, other receivables, and cash and cash equivalents etc. These items are carried at amortised cost.

Cash and cash equivalents recognised in the balance sheet have a capitalised value approximately equal to fair value because these instruments have short due dates. The same applies to accounts receivable and other current receivables. For measurement of the fair value of the financial assets “Loans to jointly controlled entities” and “Other long-term receivables”, see Notes 5 and 6 respectively.

Classification of financial liabilities:

All financial liabilities placed in the category of fair value with value changes through profit or loss belong to the held-for-sale category.

Financial liabilities	31 December 2009 31 December 2008
	Financial Financial Financial liabilities Financial liabilities liabilities at measured at Total liabilities at measured at Total fair value amortised cost 2009 fair value amortised cost 2008
Long-term fnancial liabilities Interest-bearing long-term debt 1 149 020 1 149 020 1 241 740 1 241 740 Leasing commitments 51 208 51 208 54 218 54 218 Debt to group companies 20 000 20 000 Derivatives held for trading 2 303 2 303 Debt to related parties 1 434 1 434 1 705 1 705 Current fnancial liabilities First year’s instalments on long-term debt 147 898 147 898 129 588 129 588 Financial commitment arising from acquisition 37 176 37 176 85 267 85 267 Accounts payable & other current liabilities 157 898 157 898 196 934 196 934
Total fnancial liabilities 2 303 1 564 634 1 566 937 0 1 709 452 1 709 452

Fair value of financial liabilities

The Group’s financial instruments, current and long-term, consist of forward exchange contracts and interest swaps. The fair value of forward exchange contracts and interest swaps is based on the market price stated by DnB Markets as counterparty in all transactions.

W i l s O N a s a – g r O u p

The Group classifies fair value measurements by using a fair value hierarchy that reflects the significance of the inputs used in preparing the measurements. The fair value hierarchy has the following levels:

Level 1: inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2: inputs are other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
Level 3: input for the asset or liability that is not based on observable market data (unobservable inputs).

	Assets recognised at fair value	Assets recognised at fair value	Assets recognised at fair value
31 December 2009	Level 1	Level 2	Level 3
Financial instruments held for sale
Currency derivatives		19 116
Total		19 116
	Liabilities recognised at fair value
31 December 2009	Level 1	Level 2	Level 3
Financial instruments held for sale
Interest rate derivatives		11 825
Currency derivatives		342
Total		12 167

The following of the company’s financial liabilities are not measured at fair value:

Debts to credit institutions and related parties, leasing commitments, accounts payable and other current liabilities, which are carried at amortised cost. Based on the Group’s financial position, the fair value of the liabilities is measured as virtually equal to the capitalised value in the balance sheet.

For comments concerning the fair value of financial commitments arising from acquisition, see Note 23

	Financial	Loans, receivable	Financial
	assets at	and fnancial	liabilities at
	fair value	liabilities at	fair value
2009	through P/L	amort. cost	through P/L
	Held for		Held for
	sale		sale	Total
Interest receivable		1 020		1 020
Agio
Realised agio		35 680		35 680
Unrealised agio		132 037		132 037
Total agio		167 717		167 717
Gain from value change on fnancial instruments
Gain related to interest rate derivatives			3 384	3 384
Loss related to interest rate derivatives
Gain related to currency derivatives	26 680			26 680
Write-down of fnancial assets
Totalgain from value change on fnancial instruments	26 680		3 384	30 064
Other interest expenses
Interest expenses		61 375		61 375
Interest expenses fnancial leases		3 253		3 253
Discounting of provisions
Total other int. expenses		64 628		64 628
Disagio
Realised disagio		27 117		27 117
Unrealised disagio		2 075		2 075
Total disagio		29 192		29 192
Other fnancial expenses
Bank charges		1 549		1 549
Loss loans & receivables
Write-down of fnancial assets
Total other fnancial expenses		1 549		1 549

W i l s O N a s a – g r O u p

	Financial	Loans, receivable	Financial
	assets at	and fnancial	liabilities at
	fair value	liabilities at	fair value
2008	through P/L	amort. cost	through P/L
	Held for		Held for
	sale		sale	Total
Interest receivable		6 605		6 605
Agio
Realised agio	16 358	75 644		92 002
Unrealised agio		4 377		4 377
Total agio	16 358	80 021		96 379
Gain from value change on fnancial instruments
Gain related to interest rate derivatives
Loss related to interest rate derivatives			-16 903	-16 903
Gain related to currency derivatives	100 775			100 775
Write-down of fnancial assets
Totalgain from value change on fnancial instruments	100 775		-16 903	83 872
Other interest expenses
Interest expenses		80 131		80 131
Interest expenses fnancial leases		8 889		8 889
Discounting of provisions
Total other interest expenses		89 020		89 020
Disagio
Realised disagio		48 212		48 212
Unrealised disagio		118 728		118 728
Total disagio		166 940		166 940
Other fnancial expenses
Bank charges		1 782		1 782
Loss loans & receivables
Write-down of fnancial assets
Total other fnancial expenses		1 782		1 782

Financial risk

The Group has international operations and is exposed to currency risk and interest rate risk. In addition to these are risks associated with fluctuations in bunker prices. The Board of Directors has established guidelines for risk management. The Group employs derivatives to a certain degree to reduce these risks, in accordance with the Group’s strategy in respect of interest rate, bunkers and foreign currency exposure.

Below is an overview of the company’s derivatives at 31 December:

	2009	2008
Long-term derivatives
Ordinary forward exchange contracts	9 522	89 838
Interest swaps	-11 825	-15 284
Total	-2 303	74 554
Current derivatives
Ordinary forward exchange contracts	9 384	55 427
Interest swaps	-131	-729
Total	9 253	54 698
Total derivatives	6 950	129 252

A specification of the various derivatives follows below.

W i l s O N a s a – g r O u p

i) Credit risk

Maximum risk exposure is represented by the figures for financial assets recognised on the balance sheet.

The counterparties for pension assets are Norwegian insurance companies, and the risk associated with this is considered minimal.

The counterparties for derivatives are banks, and the credit risk associated with this is considered limited. The same is true for bank deposits.

The degree of credit risk is considered moderate for all of Wilson’s areas of business. Credit risk associated with businesses in the Group is currently considered to be limited. Short credit times reduce the level of outstanding receivables. Historically, the Group has had no significant losses on accounts receivable, but the risk is reflected in the Group’s quality assurance system, where routines for monitoring accounts receivable are followed up frequently.

Such being the case, the maximum credit risk is considered as being the capitalised value of accounts receivable and current receivables, in addition to loans given to jointly controlled entities.

As of 31 December, the company had the following accounts receivable:

	Total	Not yet due	<30 days	30-60 days	60-90 days	>90 days
2009	80 829	55 480	22 534	1 561	775	479
2008	109 670	67 694	34 638	4 551	2 622	165

Accounts receivable past due more than 90 days are regarded as lawful claims, but are related to long processing times. There are no problems associated with clients’ willingness or ability to pay, and so the company has made no provision for bad debts.

ii) Interest rate risk

Items exposed to interest rate risk are loans to jointly controlled entities (Note 5), cash and cash equivalents (Note 16) and longterm liabilities (Note 15).

The company seeks to reduce interest rate risk linked to long-term liabilities partly by using interest swap agreements. The Group entered into interest swap agreements in 2008 and 2009 that swapped floating loan interest rates against fixed rates. Twenty-one per cent of the Group’s mortgage debt is presently secured at fixed rates using these swaps. As these swaps do not qualify as hedge accounting under IFRS, they are recognised as financial instruments held for trading purposes, with value changes carried through profit or loss.

Bank deposits are not covered by long-term interest rate agreements.

The principle terms for the interest swaps are shown in the table below:

Nominal value that interest rate	Settlement		Fair value at		Floating
is based on	interval	Due date	31.12.2009	Fixed rate	rate
TEUR 4 140	Every 3 mnths	19.02.2010	-131	3.92 %	EURIBOR
TNOK 100 000	Every 6 mnths	20.12.2013	-6 048	5.63 %	NIBOR
TNOK 100 000	Every 6 mnths	07.10.2013	-5 646	5.55 %	NIBOR
Total			-11 825

The effective interest rates for the Group’s financial instruments are as follows:

	2009	2008
Loans to jointly controlled entities	0.0 %	0.0 %
Financial instruments (USD)	1.0 %	3.0 %
Mortgage debt	4.6 %	5.2 %
Financial leases	6.1 %	6.7 %

The following table shows the Group’s sensitivity to potential changes in interest rate levels. The calculations take into account all interest-bearing instruments and associated interest rate derivatives. All effects will come through profit or loss, as the company has no hedging instruments tied to interest rates that will be carried directly in equity.

Change	in interest	rate level	Effect on result	Effect on equity
2009	+/-	1 % point	-/+ TNOK 9 200	0
2008	+/-	1 % point	-/+ TNOK 9 200	0

The calculations are made on the basis of net debt with floating interest rates.

See Note 15 for an overview of book values as of the due date for long-term liabilities.

See Note 5 “Loans to associates” and Note 6 “Other long-term receivables”, which represent a minor element of the Group’s interest rate risk.

W i l s O N a s a – g r O u p

iii) Liquidity risk

The Group’s strategy is always to maintain sufficient ready cash, cash equivalents or credit facilities to finance operations and investments at any time in accordance with the company’s strategy plan for the same period. The Group considers it probable that it will be able to renew the loan agreements or negotiate alternative financing agreements on expiry of the present contracts. Unused credit facilities are mentioned in Note 16.

Surplus liquidity is deposited in banks, on the best terms possible.

The following table shows an overview of the maturity structure for the Group’s financial liabilities, including interest, based on non-discounted contractual payments. In cases where the counterparty could demand early redemption, the amount is stated in the earliest period that payment can be demanded from the counterparty. If redemption of the obligations can be demanded on request, these are included in the first column (less than 1 month). The average long-term nominal rate of interest is 5 % per annum:

				Period remaining
31 December 2009	Less than 1 month		1-3 months	3-12 months 1-4 years More than 4 years			Total
Long-term liabilities
Debt to credit institutions					728 706	645 544 1 374 250
Liabilities building programme					407 254		407 254
Debt to other group companies					21 257		21 257
Leasing commitments					51 298	1 110	52 408
T/C liabilities					205 807		205 807
Rent					11 760		11 760
Financial instruments					2 303		2 303
Other long-term liabilities					1 434		1 434
Current liabilities
First year’s instalment on mortgage	debt	21 583	6 524	183 881			211 988
Liabilities building programme		28 964	71 894	375 867			476 725
First year’s instalments leasing commitments		555	1 110	4 994			6 659
T/C liabilities		20 149	38 543	155 975			214 667
Rent				3 920			3 920
Financial commitment arising from	acquisition	3 058	1 176	32 942			37 176
Accounts payable		76 174					76 174
Tax payable
Govt. charges/taxes owed			9 299				9 299
Other current liabilities			81 725				81 725
Total		150 483	210 271	757 579 1	429 820	646 654 3 194 806
				Period remaining
31 December 2008	Less than 1 month		1-3 months	3-12 months 1-4 years More than 4 years			Total
Long-term liabilities
Debt to credit institutions					682 611	851 701 1 534 312
Liabilities building programme					660 503		660 503
Debt to other group companies
Leasing commitments					56 865	2 202	59 067
T/C liabilities					446 438	12 914	459 352
Rent					13 112		13 112
Financial instruments
Other long-term liabilities					1 705		1 705
Current liabilities
First year’s instalment on mortgage	debt	2 833	5 158	186 291			194 282
Liabilities building programme				239 821			239 821
First year’s instalments leasing commitments		639	1 278	5 752			7 669
T/C liabilities		22 507	45 014	202 564			270 085
Rent				3 278			3 278
Financial commitment arising from	acquisition	43 278		41 989			85 267
Accounts payable		73 449					73 449
Tax payable
Govt. charges/taxes owed			10 380				10 380
Other current liabilities			123 485				123 485
Total		142 706	185 315	679 694 1	861 234	866 817 3 735 767

W i l s O N a s a – g r O u p

More details of the item “Financial commitment arising from acquisition” are provided in Note 23. For a specification of the maturities for leasing commitments, and obligations and liabilities not recognised on the balance sheet, see Notes 9 and 22 respectively.

“Other current liabilities” are specified as follows:

	2009	2008
Accrued voyage costs	51 577	80 059
Accrued technical operations, ships	12 196	8 918
Accrued interest exp., other operations	17 951	34 508
Total	81 724	123 485

iv) Currency risk

The Group is exposed to currency risk as most of its turnover is in EUR, while bunkers and crew costs are in USD. The consolidated financial statements have consequently been greatly affected by the exchange rate for the Norwegian krone compared with USD and EUR. The Wilson Group seeks to reduce exposure to exchange rate fluctuations by achieving the best possible balance between receipts and outgoing payments in the same currency, as well as obtaining forward exchange contracts at acceptable exchange rates. Crew costs for 2009 were about 50 % of ship operating expenses (excluding dockings). Most dock dues are paid in EUR. T/C hire is paid in EUR. The degree of currency hedging is limited to estimated net currency needs linked to bunker costs, T/Cs, crew costs, dock dues, interest and instalments. Hedging activities related to currency risk do not satisfy hedge accounting requirements, with the exception of all of one of the newbuilding programmes in China and parts of the other building programme. This means that forward contracts are classified as held for trading, and that changes in value in these are recognised immediately in the income statement as financial income or financial expense. Forward exchange contracts as of 31 December 2009 are shown in the following table:

Ordinary forward exchange contracts:

Sale	Book	value	Nominal value Exch. rate	Nominal value Exch. rate	Purchase	Amount	Due date
TNOK		-341	87 242	8.37	EUR	10 427	2010
Total		-341	87 242	8.37		10 427

The contract relates to the return of a loan to the original currency.

Sale	Book	value	Nominal value Exch. rate	Nominal value Exch. rate	Purchase	Amount	Due date
TEUR		1 953	3 000	9.02	NOK	27 070	2010
TEUR		1 723	3 000	9.10	NOK	27 308	2011
Total		3 676	6 000	9.06		54 378
Sale	Book	value	Nominal value Exch. rate		Purchase	Amount	Due date
TNOK		1 022	33 844	5.64	USD	6 000	2010
Total		1 022	33 844	5.64		6 000

Forward exchange contracts carried as hedges:

Forward exchange contracts in connection with newbuilding contracts in China (see Note 22) qualify for hedge accounting under IAS 39. Change in value of these items is not carried through profit or loss.

China 8 500 dwt project – Vessels 7 and 8

Sale	Book value	Nominal value Exch. rate	Nominal value Exch. rate	Purchase	Amount	Due date
TNOK	1 721	74 119	5.80	USD	12 778	2011
Total	1 721	74 119	5.80		12 778

Changes in value in the USD forward exchange contracts, totalling TNOK 1 721, are capitalised against newbuilding costs in the amount of TNOK 1 239 less 28 % tax.

China 4 500 dwt project – Vessels 1-8

Sale	Book value	Nominal value Exch. rate	Nominal value Exch. rate	Purchase	Amount	Due date
TNOK	6 751	107 418	5.47	USD	19 631	2010
TNOK	4 994	66 865	5.49	USD	12 188	2011
TNOK	953	11 194	5.47	USD	2 048	2012
Total	12 698	185 477	5.48		33 867

Changes in value in the USD forward exchange contracts, totalling TNOK 12 698, are capitalised against newbuilding costs in the amount of TNOK 9 142 less 28 % tax. Realised contracts included here generated a foreign exchange gain of TNOK 4 914, carried under ”Newbuildings”.

W i l s O N a s a – g r O u p

Sensitivity

The following tables show the Group’s sensitivity to potential changes in the exchange rate of NOK against USD and EUR respectively, all other factors being equal. All effects will come through profit or loss as a result of changes in the value of monetary items. Hedging instruments (currency derivatives) linked to the newbuilding programmes in China will have no effect in the income statement.

	Changes in NOK exchange rate against USD	Effect on result before tax	Effect on equity
2009	+/- NOK 0.1	-/+ TNOK 2 200	0
2008	+/- NOK 0.1	-/+ TNOK 2 000	0
	Changes in NOK exchange rate against EUR	Effect on result before tax	Effect on equity
2009	+/- NOK 0.1	-/+ TNOK 900	0
2008	+/- NOK 0.1	+/- TNOK 1 300	0

The calculations are based on net currency flows related to operations, forward exchange contracts entered into, foreign currency loans (excluding building loans), bank accounts, receivables and current liabilities in foreign currencies.

v) Price risk, bunkers

The Group had no contracts with suppliers of bunkers as of 31 December 2009.

A large number of the long-term affreightment contracts contain bunkers clauses or hedging agreements. These clauses are seen as closely related to freight contracts and as such are not considered as embedded derivatives. As a result, significant changes to bunkers costs owing to price changes or currency fluctuations will, because of the bunkers clauses, not give rise to any significant risk for Wilson.

Voyage costs for 2009, amounting to TNOK 816 536, included bunkers carried to expense for a total of TNOK 341 743. Voyage costs for 2008, amounting to TNOK 974 807, included bunkers carried to expense for a total of TNOK 407 686.

Note 19 – Accounting estimates and valuations

In connection with the presentation of the financial statements for 2008, the group executive management have exercised discretion regarding the following key matters:

Hedging

Wilson has entered into forward exchange contracts to hedge the cost price of the newbuildings. All eight vessels in the 4 500 dwt project are hedged by forward exchange contracts, whilst only vessels 7 and 8 in the 8 500 dwt project were similarly hedged at 31 December 2009. Hedge accounting has been carried out for these forward exchange contracts. The entire 8 500 dwt project was hedged by forward exchange contracts in USD when the contracts were entered into in 2007, but no documentation was prepared for hedge accounting. The contracts from 2007 were realised in 2009, and recognised in profit or loss.

Minority interests in Nesskip

As stated in Note 2 in respect of accounting policies, in 2008 Wilson changed its presentation of the minority interests in Nesskip. Wilson considers it highly probable that the company will purchase all the shares in Nesskip and in the day-to-day operations the subsidiary is already regarded as wholly owned, with the purchase options regarded as seller’s credit. For this reason, Wilson will no longer present minority interests for the Nesskip investment.

Estimates

Evaluations, estimates and assumptions that have a significant effect on the financial statements are summarised below.

Ships

Principles and estimates relating to the ships have a significant effect on the consolidated financial statements.

Useful life of ships

The amount of depreciation depends on the estimated useful economic life of the ships. The estimated useful life of ships is based on experience from prior periods and knowledge of the types of ships owned by the company. There will always be a certain risk of total loss on older ships that could lead to shorter useful lives than those estimated.

Residual value of ships

The amount of depreciation depends also on the estimated residual value of ships at the end of the reporting period. Assumptions about residual value are based on knowledge of the second-hand ship market and the scrap value of ships. Market developments will be decisive for second-hand values, while steel prices and decommissioning costs will decide the future scrap value.

W i l s O N a s a – g r O u p

Useful life of investments regarding docking

Investments made in connection with docking are depreciated until the next docking. The intervals between dockings are estimated and form the basis for calculating depreciation. The intervals are calculated based on assumed averages on the basis of experience from prior periods.

Impairment tests

Goodwill is tested annually for impairment (write-down). Market developments in 2009 also prompted Wilson to test the ships for impairment. The impairment tests showed that there is no need for any write-downs. The tests are based on a number of estimates and assumptions. The point of departure is future cash flows from operations without growth based on a weighted average of the last two operating years and the budget adopted for 2010. The time horizon used for the ships is no longer than their useful lives. Expected cash flows are discounted by the Group’s WACC of approximately 10 % per annum, which is calculated based on an interest rate on debt of about 7 % and the Group’s return on equity requirement of 20 % per annum reduced by 1.5 % per annum to arrive at the real interest rate. The Group has a low beta, and this has not been incorporated into the calculation of WACC to test for impairment.

Pension liabilities

The pension liability for defined-benefit pensions is calculated by an actuary, based on data and assumptions supplied by Wilson. In determining the pension assumptions, Wilson has used the Norwegian Accounting Standards Board’s guide to assumptions used in calculating pension benefits. Wilson has not complied with the recommendation regarding expected wage growth, as wage growth slightly lower than the average in Norway is expected in the Group. Even using assumptions that accord with the guidance provided by the Norwegian Accounting Standards Board’s, the calculations are to a great extent based on estimates that may change significantly. See also Note 8.

Deferred tax assets

Deferred tax assets are recognised in the balance sheet based on the utilisation of tax-deducting temporary differences and loss carryforwards, and using reversal of tax-adding temporary differences and future earnings. See also Note 13.

Note 20 – Related party transactions

The Group undertook various transactions with related parties in 2009. All transactions were carried out as part of ordinary business activities, and the agreements were executed on commercial terms pursuant to the Norwegian Companies Act, sections 3-8 and 3-9. See Note 23 regarding transactions with employees and board members. Important transactions with the holding company are summarised below:

In 2009, the Wilson Group operated three vessels owned by companies that are indirectly owned by Caiano AS. Two of the vessels were taken on as bareboat charterparties, and one of the charterparty contracts contains purchase options. One of the vessels is on a time charterparty from Green Reefers.

Summary of leasing	agreements for ships:
Ship	Contract	Start	Counterparty	Related party Year’s	leasing cost
Wilson Split	Bareboat hire (fnancial)	2005	Caiano Ship AS	via parent company	1 643
Wilson Calais *	Bareboat hire (fnancial)	2007	Caiano Ship AS	via parent company	5 358
Wilson Express	Time charterparty	2003	Green Reefers	via parent company	21 274

The bareboat agreement includes a 12 % nominal return on equity and an option for Wilson to purchase the vessel at a price in line with the diminishing loan balance.

All the Group’s leasing commitments of a financial nature are with related parties. See also Notes 9 and 15.

For receivables relating to associates and jointly controlled entities, see Note 5.

Some of the dividend to Caiano AS declared in April 2009 was converted into a loan of TNOK 20 000. Interest is paid every six months based on 6-month NIBOR + 2.25 % per annum. In 2009 interest was paid in the sum of TNOK 431. The loan will be repaid no later than 21 April 2011.

The company has approval for a loan totalling TNOK 75 000 or equivalent in EUR from Caiano AS and will close the final agreement in March 2010. Interest will be changed on the loan at market rates and the loan will be interest-only for three years.

Note 21 – Exchange rates

Key exchange rates used in preparing the fnancial	Key exchange rates used in preparing the fnancial	statements:
	Exchange rate	Average exchange	Exchange rate
	at 31 December 2009	rate	at 31 December 2008
Euro	8.315	8.436	9.882
US Dollar	5.777	5.767	7.010

W i l s O N a s a – g r O u p

Note 22 – Purchase obligations and guarantees

Purchase obligations

The Group has the following purchase obligations as a result of contracts for the purchase of tangible fixed assets:

Newbuilding contracts in China for 8 500 dwt vessels (payment plan)

	2009	2008
2009	0	110 916
2010	242 156	198 623
2011	227 804	179 757
Total	469 960	489 296

Wilson signed a contract in 2007 with the Yichang Shipyard in China to build eight new bulk vessels of 8 500 dwt each. The first vessel is slightly delayed and is now scheduled for delivery in the second quarter of 2010, the next three during 2010, and the final four in 2011.

The total investment amounts to approximately TNOK 640 000 based on the exchange rates at the date the contract was signed. It is planned to finance the total capital requirement represented by this investment by a combination of own financing and longterm bank loans. 66 % of the cost price is in USD, with future USD payments on vessels 7 and 8 hedged against NOK equivalents.

Newbuilding contracts in China for 4 500 dwt vessels (payment plan)

	2009	2008
2009	0	128 905
2010	234 568	190 257
2011	114 829	80 672
2012	64 620	11 194
Total	414 017	411 028

Wilson signed a contract in 2008 with Shandong Baibuting Shipbuilding Co Ltd. in Rong Cheng, China, to build eight new bulk vessels of 4 500 dwt each. The vessels will have a cost price of MUSD 10.4 each, which is approximately MNOK 58 per vessel according to the exchange rates ruling at the date the contract was signed. 55 % of the cost price is in USD, with future USD payments hedged against NOK equivalents. The first two vessels are expected to be delivered at the end of 2010, which is an estimated delay of about six months.

Purchase of shares

The Group has a purchase obligation relating to the remaining shares in Nesskip, see Note 23.

Note 23 – Acquisitions and mergers

I . Nesskip hf. – Iceland

Wilson ASA purchased 51.9 % of the shares in the Icelandic shipping group, Nesskip hf., on 31 May 2006.

Through subsidiaries, Nesskip is the owner of one bulk vessel in the 7 100 dwt class, the majority owner of one bulk vessel in the 4 200 dwt class, and also owns 50 % of two bulk vessels in the 4 200 dwt class. The company sold four vessels in 2008 within the Wilson Group to Wilson Shipowning AS. Nesskip’s head office is in Iceland, where the company also runs an affreightment and agency business, with eight employees.

All of the bulk vessels mentioned above sail in the Wilson system either on T/Cs or on commission basis.

The purchase sum for 51.9 % of the company’s shares amounted to TNOK 124 600.

Sale option, minority shareholders, Nesskip

The minority shareholders in Nesskip have an option to sell the remaining shares that could only be declared one year after the acquisition date on 31 May 2006 and subsequently up to ten years after the transaction date. With the settlement of 4 October 2007, Wilson ASA took over a total of 8.85 % of the remaining shares. The total payment for transfer of the shares amounted to TNOK 23 567. With the settlement of January 2008, Wilson ASA took over a total of 9.85 % of the remaining shares. The total payment for transfer of the shares amounted to TNOK 26 991. Following this acquisition, Wilson ASA had an ownership position of 70.65 % of the shares in Nesskip at 31 December 2008. An additional 14.85 % of shares were acquired in January 2009, bringing the total shareholding up to 85.5 %. The price paid for this transaction was TNOK 43 278. A further 1.84 % stake was acquired in April 2009 for the sum of TNOK 5 425, and another 0.39 % stake in December 2009 for the sum of TNOK 1 176. As of 31 December 2009, Wilson owned 87.7 % of Nesskip hf. A further 1.4 % stake was acquired on February 2010, making the total current shareholding 89.1 %.

The remaining sale options, equivalent to a 12.3 % shareholding, were valued at TNOK 37 176 at 31 December 2009. This obligation is carried as a current financial liability in the balance sheet. Its value has been established on the basis of a signed agreement, including interest, as of 31 December 2009. The book value equals the fair value as of 31 December 2009.

After the reporting period, the minority shareholders elected to exercise a put option for 0.7 % of the shares in Nesskip. The shares will be taken over in May 2010.

W i l s O N a s a – g r O u p

After the reporting period, the company entered into an agreement for payment of the remaining 10.2 % of the shares in Nesskip. Payment for the shares will take place on a current basis over the period between February 2010 and July 2012.

Purchase option, Wilson ASA

Wilson has an option to purchase the remaining shares in Nesskip that can be declared 10 years after the transaction date of the original purchase on 31 May 2006. This purchase option had no capitalised value at 31 December 2009, owing to the fact that the fair value of the option was calculated at approximately zero because of the time aspect involved, and the probability that shareholders’ sale options will be exercised within a ten-year period.

II. Euro Container Line Holding AS

On 10 October 2008, Wilson ASA purchased the remaining 50 % of the shares in Euro Container Line Holding AS (ECL Holding) from Eimskip hf. of Iceland. TNOK 40 000 was the cash payment for this shareholding. Euro Container Line AS (ECL) is wholly owned by ECL Holding. ECL operates its business from Wilson’s head office in Bergen. NSA Schifffahrt und Transport GmbH of Hamburg (NSA) is also wholly owned by ECL Holding. Both ECL and NSA operate a container line business, with ECL AS acting as the shipowner and running the affreightment operations in Norway, and NSA responsible for the affreightment and agency operations in Hamburg.

Goodwill amounting to TNOK 24 553 arose upon the share acquisition on the basis of the excess value in the agency and affreightment business. At the date of the acquisition, ECL owned one vessel – ECL Challenger. Excess value allocated to the vessel at the acquisition date was TNOK 4 600.

During the period 1 January to 10 October 2008, ECL Holding was treated as a 50 %-owned, jointly controlled entity. In this period the Wilson Group took the liner service to income as a share of profit of the jointly controlled entity in the amount of TNOK 6 328. If ECL Holding had been a subsidiary for the entire financial year, the Group’s profits would have increased by a further TNOK 6 328.

III. Actinor Bulk AS

Actinor Bulk AS was merged into Wilson Shipowning AS as of 30 December 2008. At the date of the merger, the company owned one vessel – Wilson Fjord – and otherwise had no other activity. The vessel has been on a bareboat charterparty to Wilson Shipowning AS since 2004. See Note 20. Caiano AS acquired a 0.56 % stake in Wilson Shipowning AS at the merger, valued at approximately TNOK 5 000.

If Actinor Bulk AS had been consolidated from 1 January 2008, the bareboat hire for the year of TNOK 2 928 would have been eliminated, but the Group would have had depreciation/amortisation and financial expense in line with the bareboat hire. The results of the Wilson Group would not, therefore, have been affected by the merger to any significant degree.

==> picture [539 x 786] intentionally omitted <==

Discharging at the Puddefjord bridge in Bergen.

W i l s O N a s a

I N C O M E S TAT E M E N T W I L S O N A S A

(Figures in TNOK)

NOTES 3,4 6 2,3 2 6 11 5	NGAAP NGAAP OPERATING INCOME AND EXPENSES 2009 2008
	Administrative expenses 5 301 4 921
	Operating proft/loss -5 301 -4 921
	FINANCIAL INCOME AND EXPENSES Income from investments in subsidiaries and associates 6 890 39 428 Interest income from companies in the same group 2 646 896 Proft/loss on foreign exchange 2 285 Interest income from jointly controlled entities 1 236 Other fnancial income 6 97 Interest expenses to companies in the same group -10 296 -7 221 Other interest expenses -5 967 -10 323
	Result of fnancial items -6 721 26 398
	Proft/loss before tax -12 021 21 478
	Tax -7 133 0
	Proft/loss for theyear -4 888 21 478
	ALLOCATIONS Transferred to other equity -4 888 20 738 Proposed dividend -42 216
	Total allocations -4 888 -21 478

W i l s O N a s a

B A L A N C E S H E E T AT 3 1 D E C E M B E R W I L S O N A S A

(Figures in TNOK)

NOTES 5 2 6 6	NGAAP NGAAP ASSETS 2009 2008
	*Fixed assets* Intangible fxed assets Intangible fxed assets Deferred tax assets 6 980 0
	Total intangible fxed assets 6 980 0
	Financial fxed assets Investments in subsidiaries 597 977 548 098 Loans to companies in the samegroup 16 728 18 608
	Total fnancial fxed assets 614 705 566 706
	Total fxed assets 621 685 566 706
	*Current assets* Receivables Receivables from companies in the same group 61 550 42 411 Other receivables 880
	Total receivables 61 550 43 291
	Cash and cash equivalents etc. 96 94
	Total current assets 61 646 43 385
	TOTAL ASSETS 683 332 610 092

W i l s O N a s a

B A L A N C E S H E E T AT 3 1 D E C E M B E R W I L S O N A S A

(Figures in TNOK)

NOTES 7,8 8 11 13 6	NGAAP NGAAP EQUITY AND LIABILITIES 2009 2008
	*Equity* Paid-in capital Share capital(42 216 000 shares at NOK 5/share) 211 080 211 080
	Totalpaid-in capital 211 080 211 080
	Retained earnings Other reserves 125 253 130 141
	Total retained earnings 125 253 130 141
	Total equity 336 333 341 221
	*Liabilities* Other long-term liabilities Debt to credit institutions 0 0 Long-term liabilities togroupcompanies 204 579 172 953
	Total other long-term liabilities 204 579 172 953
	Current liabilities Debt to credit institutions 31 887 10 345 Accounts payable 92 0 Other current liabilities 1 145 1 105 Proposed dividend 0 42 216 Debt to companies in the samegroup 109 296 42 252
	Total current liabilities 142 420 95 918
	Total liabilities 346 999 268 871
	TOTAL EQUITY AND LIABILITIES 683 332 610 092

==> picture [431 x 188] intentionally omitted <==

----- Start of picture text -----

The Board of
WILSON ASA
Bergen, 24 February 2010
Kristian Eidesvik
Chairman of the Board
Eivind Eidesvik Gudmundur Asgeirsson Jan O. Minde Ellen Solstad Synnøve Seglem
Øyvind Gjerde
CEO of Wilson ASA
----- End of picture text -----

W i l s O N a s a

C A S H F L OW S TAT E M E N T W I L S O N A S A

(Figures in TNOK)

	NGAAP	NGAAP
CASH FLOWS FROM OPERATING ACTIVITIES	2009	2008
Proft/loss before tax	-12 021	21 478
Tax paid for the period	153
Write-downs/reversed write-downs		1 712
Change in other current assets and other liabilityitems	1 012	2 818
Net cash fow from operating activities	-10 856	26 008
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of fxed assets	-49 879
Proceeds from fxed assets investments	1 880
Investments in fxed assets		-67 041
Net cash fow from investing activities	-47 999	-67 041
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from new long-term borrowing
Repayment of long-term debt		-125 000
Proceeds from new short-term borrowing	21 542
Proceeds from long-term borrowing, group companies	31 626	165 660
Intercompany balance	5 689	25 510
Dividendspaid		-42 216
Net cash fow from fnancing activities	58 857	23 954
Inpact of currency fuctuations on cash and cash equivalent	0	0
Net change in cash and cash equivalents etc.	2	-17 079
Cash and cash equivalents etc. at 1 January	94	17 173
Cash and cash equivalents etc. at 31 December	96	94

W i l s O N a s a

N O T E S W I L S O N A S A

Note 1 – Accounting policies

The annual financial statements for Wilson ASA consist of the income statement, balance sheet, cash flow statement and notes to the financial statements, which are prepared and presented in accordance with the Norwegian Accounting Act and with Norwegian Generally Accepted Accounting Principles (NGAAP) in force at 31 December 2009. The consolidated financial statements for the Wilson Group are prepared in compliance with International Financial Reporting Standards (IFRS) as approved by the EU.

The Norwegian krone is used as the functional and reporting currency in the financial statements. The figures are stated in whole NOK thousands (TNOK).

Investments in shares

Subsidiaries, jointly controlled entities and associates are measured according to the cost method in the separate financial statements. The investment is measured at acquisition cost for shares unless a write-down has been necessary. Write-downs are carried out at fair value when the impairment is owing to causes that cannot be considered temporary, and where they are deemed necessary according to generally accepted accounting principles. Write-downs are reversed when the basis for the write-down no longer exists.

Dividends and other payments are recognised as income for the same year as provision was made for them at the subsidiary.

Tax

Classification of assets and liabilities

Assets intended for permanent use or ownership are classified as fixed assets. Other assets are classified as current assets. Receivables to be paid within one year are classified as current assets. The classification of current and long-term liabilities is based on similar criteria, except for the first year of instalments on mortgage debt, which is recognised in long-term liabilities.

Receivables and liabilities in foreign currencies

Receivables and liabilities in foreign currencies are translated at the exchange rate at the end of the reporting period. Transactions in foreign currencies that are recognised in the income statement are translated into Norwegian kroner (NOK) at the exchange rate ruling on the date of the transaction.

Receivables

Receivables are accounted for at nominal value less provision for expected loss. Provision for expected loss is based on an assessment of each receivable individually.

Tax expenses in the income statement include both tax payable for the period and changes in deferred tax. Deferred tax is calculated at a rate of 28 % based on the temporary differences that exist between accounting and taxation values, as well as tax loss carryforwards at the end of the financial year. Tax-adding and tax-deducting temporary differences that are reversed or can be reversed during the same period are offset. Net deferred tax assets are recognised in the balance sheet to the extent it is probable they can be applied.

Cash flow statement

The cash flow statement is prepared according to the indirect method. The indirect method entails that cash flows from investing and financing activities are shown gross, while cash flow tied to operating activities results from reconciliation of the accounting results against the net cash flow from operating activities.

Reclassification

Where income statement and balance sheet items are reclassified, the comparative figures are restated accordingly.

Note 2 – Shares in subsidiaries and jointly controlled entities

	Year of	Registered	Principal	Voting &		Book
Subsidiary	acquisition	offce	activity	ownership	Costprice	value
Wilson EuroCarriers AS	2000	Bergen	Affreightment	100 %	1 000	1 000
Bergen Shipping Chartering AS	2000	Bergen	Affreightment	100 %	1 000	1 000
Euro Container Line Holding AS	2008	Bergen	Affreightment/Ship	ownership 100 %	43 798	43 798
Wilson Management AS	2000	Bergen	Administration	100 %	207 029	212 529
Wilson Ship AS	2000	Bergen	Hiring vessels	100 %	6 299	6 299
Wilson Shipowning AS	2000	Bergen	Ship ownership	99.4%	108 356	108 356
Altnacraig Shipping Plc.	2000	London	Hiring vessels	100 %	38 109	0
Nesskip hf.	2006/2007/2009	Reykjavik	Affreightment/Ship	ownership 87.7%	224 995	224 995
Total					630 585	597 977

Changes in subsidiaries in 2009:

Wilson purchased an additional 17.05 % of the shares in Nesskip hf., Iceland in 2009, which includes shipowning companies in Cyprus. This increased the company’s stake from 70.65 % to 87.70 % as of 31 December 2009. A further 1.4 % stake was acquired in January and February 2010, bringing the total shareholding up to 89.1 %. This purchase was not recognised in the consolidated financial statements at the end of the reporting period on 31 December 2009. See Note 5.

Wilson established the firm of Wilson Murmansk Ltd. in Russia in 2009. The company forms part of Wilson’s agency and affreightment business.

Changes in jointly controlled entities in 2009:

There were no ownership-related changes in jointly controlled entities in 2009.

W i l s O N a s a

Note 3 – Number of employees

The company has no employees but hires administrative services from the subsidiary Wilson Management AS. The company has no obligation to provide an occupational pension scheme. Administrative fees charged as expense for 2009 amounted to TNOK 2 947 (2008: TNOK 1 800). Fees to board members were charged to expense for 2009 in the sum of TNOK 840 (2008: TNOK 1 081).

Note 4 – Wages and salaries, number of employees, remuneration, loans to employees, etc.

Senior executives

The main principle for fixing senior executives’ pay was adopted by the Annual General Meeting on 3 April 2009 and is as follows:

”The company’s main principle for fixing senior executives’ pay will therefore be to offer senior executives competitive conditions in order to create continuity in the management. The remuneration package offered to these employees will normally consist of basic salary, pension benefits and car allowance. In addition, senior executives may individually earn performance-related pay of to up to two months’ salary per year. In the case of the CEO, this performance-related element of the remuneration package can be up to three months’ salary per year. The level of the remuneration package will reflect Wilson’s aim to offer a salary level that is commensurate with the average salary level in similar shipping companies in Norway.”

There are no share option programmes for employees.

Following consideration of the administration’s proposed final financial statements for 2009, the Board resolved that no bonus should be paid to the employees for 2009.

Senior executives						Earned pension
- pay and pension				Other	Total taxable	rights/ costs for
rights	Title	Basic salary	Bonus paid	remuneration1)	income	company2)
2009			For 2008
Øyvind Gjerde	Administrerende dir.	1 560	160	122	1 842	83
Petter Berge	CFO	1 078	104	100	1 282	53
Jostein Bjørgo	Commercial Director	1 005	107	105	1 217	53
Jon Are Gummedal	Technical Director	894	83	91	1 068	51
Total		4 537	454	418	5 409	240
2008			For 2007
Øyvind Gjerde	CEO	1 491	350	120	1 961	103
Petter Berge	CFO	976	121	99	1 196	52
Jostein Bjørgo	Commercial Director	904	106	73	1 083	52
Jon Are Gummedal	Technical Director	795	98	16	909	48
Total		4 166	675	308	5 149	255

Petter Berge took over as CFO on 19 February 2007. Jon Are Gummedal took up the post of Technical Director on 1 May 2008, having until then been employed by the company as Inspector. Jostein Bjørgo became Commercial Director on 1 July 2008, having until then been employed by the company as Chartering Manager.

1) Includes car allowance, insurance, ADSL and other minor remunerations.

2) Calculation of earned pension benefits is based on the same assumptions as described in Note 8 Pensions.

None of the persons in the table above received compensation from other companies in the Group during the year. All amounts are exclusive of employer’s national insurance contributions.

Senior executives	Title	of notice	Bonus appraisal
Øyvind Gjerde *	CEO	6 months	Annual
Petter Berge	CFO	6 months	Annual
Jostein Bjørgo	Commercial Dir.	6 months	Annual
Jon Are Gummedal	Technical Dir.	6 months	Annual

Termination of an employment contract for reasons other than ordinary resignation on the part of the employee entitles the employee to a contractual termination payment of 18 months’ salary including the period of notice.

W i l s O N a s a

No loans or guarantees were provided to senior executive or other employees during the year.

Wilson’s employees in Norway are entitled to pension benefits amounting to 66 % of salary up to 12G at full contribution (where G is the basic amount under the Norwegian national insurance scheme).

Employees who commenced working for Wilson after 1 January 2007 are members of a defined-contribution pension scheme.

	Members’ fees	Other benefts	Members’ fees	Other benefts
Board of Directors	paid in 2009	2009	paid in 2008	2008
Kristian Eidesvik, Chair	125	0	125	0
Gudmundur Asgeirsson	96	0	96	0
Eivind Eidesvik	96	0	110	0
Ellen Solstad	110	0	110	0
Synnøve Seglem	82	0	0	0
Jan Minde, employee representative	96	0	96	0
Bernt D. Odfjell, deputy board member	110	0	110	0
Nina Hjellestad, deputy employee rep.	51	0	51	0
Former Board members
Katrine Trovik	94	0	125	0
Pål M. Hisdal		0	96	0
	861	0	920	0

All amounts are exclusive of employers’ national insurance contributions.

No loans or guarantees were provided to Board members during the year.

Shares controlled by the Chair and Board members	2009	2008
Kristian Eidesvik	90.18 %	90.18 %
Ellen Solstad	1.48 %	0.59 %
Eivind Eidesvik	0.01 %	0.01 %
Bernt Daniel Odfjell	0.39 %	0.39 %
Shares controlled by senior executives	2009	2008
CEO	0.00 %	0.00 %
CFO	0.00 %	0.00 %
Commercial Director	0.00 %	0.00 %
Technical Director	0.00 %	0.00 %
Auditor’s fees	2009	2008
Statutory audits	262	580
Tax advice	31	115
Other accounting assistance	112	251
Total	405	946

The auditor’s fees are stated exclusive of VAT.

W i l s O N a s a

Note 5 – Tax

The tax charge for the year is derived as follows:	2009	2008
Tax payable for the year	-3 119	0
Change in deferred tax related to changed group contribution	-4 014	0
Tax charge	-7 133	0
Computation of tax base for the year
Pre-tax proft/loss on ordinary activities	-12 021	21 478
Permanent differences	49	4
Reversal of dividend taken to income	1 724
Group contribution recognised in proft and loss	5 166
Proft from share of investment DS,TS and FKV		39 428
Change in temporary differences	2 556	1 712
Group contribution received	5 166	16 234
Tax base for the year	-11 140	0
Overview of temporary differences
Outstanding accounts	-9 254	-6 698
Adjustment of group contribution in the Group	-13 788
Accumulated loss carryforwards	-11 140	0
Net temporary differences at 31 December	-34 182	-6 698
Differences not included in deferred tax/tax assets	-9 254	-6 698
Total	-24 928	0
28 % deferred tax assets	-6 980
Differences offset
Loss carryforward	-24 928	0
Total	-24 928	0
Explanation of why the year’s tax charge is not 28 % of proft/loss before tax
28 % tax on proft/loss before tax	-3 366
Change in deferred tax related to correction prior-year group contribution-1 852
Permanent differences (28 %)	-1 915
Computed tax charge	-7 133	0

Note 6 – Intercompany accounts, etc.

		Receivables			Liabilities
	2009	2008		2009	2008
Wilson EuroCarriers AS				318		2
Wilson Ship Management AS	4 381		1
Wilson Management AS		29	705	58 119	42	250
Wilson Ship AS	56 369	4	683
Bergen Shipping Chartering AS	800	1	583
Wilson Shipowning AS		6	439	50 418
Euro Container Line AS				441
Total current items	61 550	42	411	109 296	42	252

Payable balances to and from partner companies and subsidiaries are interest-bearing at 3 month NIBOR + a margin of 2.25 % per annum, calculated in arrears.

No current receivables or liabilities fall due more than one year after the financial year-end.

Loans are repaid in line with earnings within the group companies.

Wilson ASA has a receivable with Altnacraig Shipping Plc., UK amounting to TNOK 9 978. The company is dependent on capital from group companies and has no means of settling its accounts at present. Intercompany accounts with Altnacraig Shipping Plc. will be written down to zero.

W i l s O N a s a

Shareholder loans

Shareholder loans
		2009		2008
	Cost	Book value	Cost	Book value
Euro Container Line	16 728	16 728	18 607	18 607
Total	16 728	16 728	18 607	18 607

The subordinated loan to Euro Container Line AS carries an interest rate of NIBOR / EURIBOR + 7 % per annum margin as per agreement. Euro Container Line AS was an associate until 10 October 2008 via the parent company Euro Container Line Holding AS.

Note 7 – Share capital and shareholder information

The company’s share capital at 31 December 2009 consisted of 42 216 000 shares at NOK 5 each, totalling TNOK 211 080.

Name	No. of shares	Shareholding	Voting share
Caiano AS	38 070 599	90.18 %	90.18 %
Pareto Aksje Norge	956 800	2.27 %	2.27 %
Ivan AS	623 000	1.48 %	1.48 %
Pareto Aktiv	501 600	1.19 %	1.19 %
Total > 1 % shareholding	40 151 999	95.11 %	95.11 %
Total others	2 064 001	4.89 %	4.89 %
Total number of shares	42 216 000	100.0%	100.0%

See Note 4 for information on shares owned by the company’s Board of Directors and senior executives.

Through Caiano AS as a related party, Kristian Eidesvik controls a total of 90.18 % of Wilson ASA.

2008
Name	No. of shares	Shareholding	Voting share
Caiano AS	38 070 599	90.18 %	90.18 %
Pareto Aksje Norge	953 800	2.26 %	2.26 %
Pareto Aktiv	545 600	1.29 %	1.29 %
Total > 1 % shareholding	39 569 999	93.73 %	93.73 %
Total others	2 646 001	6.27 %	6.27 %
Total number of shares	42 216 000	100.00 %	100.00 %

Note 8 – Equity

Note 8 – Equity
		Other
	Share capital	reserves	Total
Equity at 31 December 2008	211 080	130 141	341 221
Change in equity for the year
Proft/loss for the year		-4 888	-4 888
Equity at 31 December 2009	211 080	125 254	336 333
	2009	2008
Earnings and diluted earnings per share (NOK)	0.02	5.91
Number of shares	42 216	42 216

Note 9 – Joint and several liability

The company is included in the Group’s VAT registration as a single entity. All group companies registered jointly for VAT purposes are jointly and severally liable for outstanding VAT.

Note 10 – Financial market risk

The company is a holding company, and the financial risk is managed locally by the subsidiaries in the country where the undertaking is located.

W i l s O N a s a

Currency risk

The company’s business activity is based principally on transactions in Norwegian kroner (NOK).

Credit risk

The company’s receivables are with subsidiaries or jointly controlled entities where the credit risk company has good control of risk exposure. In cases where there is uncertainty attached to outstanding accounts, receivables are written down to zero. The company had an intercompany receivable amounting to TNOK 9 254 (2008: TNOK 6 698) as of 31 December 2009 that was uncertain. This receivable was written down in its entirety at 31 December 2009.

Interest rate risk

The items that are exposed to interest rate risk are receivables with and loans to subsidiaries, cash and cash equivalents, and long-term liabilities.

Wilson ASA has not entered into any interest rate derivatives or fixed interest agreements related to long-term liabilities.

Note 11 – Long-term liabilities

The Group was not in breach of the loan covenants in 2009, but during the year requested the lender to amend the loan covenants, which was done. More specifically, the covenant concerning long-term debt in relation to EBITDA was replaced by a liquidity requirement.

Although it was not in breach of the loan covenants, the company is close to the requirement for positive working capital. Raising shareholder loan from the principal shareholder will considerably improve the ratio. See Note 13 for details of the subordinated loan.

Capital structure

Note 12 – Guarantees

The company has issued a parent company guarantee for the mortgage loan in the subsidiary Wilson Shipowning AS and for both the newbuilding programmes in the same company. The mortgage debt in Wilson Shipowning AS as of 31 December 2009 was TNOK 1 241 992.

Wilson ASA has issued a guarantee as prime obligor and not as surety merely of TEUR 350 in connection with the mortgage loan in the subsidiary Euro Container Line AS for financing of ship purchases.

Note 13 – Long-term liabilities to group companies

Wilson ASA entered into a loan agreement on 28 December 2007 with Unistar Shipping Company Limited, a wholly owned subsidiary of Nesskip HF. This loan amounts to TNOK 184 579 (2008: TNOK 172 953). The loan has an annual interest rate of NIBOR + 0.9 %. Under the terms of the loan agreement, Wilson ASA shall make a declaration every six months stating whether it wishes to pay all remaining instalments. Similarly, Unistar Shipping Company Limited may demand once every six months that the loan be repaid. With any statement by Unistar Shipping Company Ltd requiring total repayment of the outstanding loan, the amount must be repaid within a time limit of six months. If Unistar Shipping Company Ltd changes its status from being a subsidiary of Nesskip and Wilson ASA, the time limit for claiming total repayment of the loan will become 30 days and the amount shall be repaid no later than 60 days after the demand from Unistar Shipping Company Limited.

The company has an offer for a loan amounting to TNOK 75 000 or the equivalent in EUR from Caiano AS and will close the final agreement in March 2010. Interest will be charged on the loan at market rates and the loan will be an interest-only loan for 3 years.

Note 14 – Cash and cash equivalents, bank overdraft

The company has an overdraft facility of TNOK 50 000. The unused limit on the overdraft facility is TNOK 18 113.

==> picture [483 x 676] intentionally omitted <==

Newbuildings

s part of the company’s expressed growth strategy, Wilson has signed agreements to build a total of 16 vessels at two shipyards in China. The newbuilding programme consists of two series, one of 8 x 8 400 dwt bulk vessels and one a of 8 x 4 500 dwt bulk vessels.The vessels will be built according to Germanischer Lloyds class +100 A5 E G. Much of the vessels’ key equipment will be Europeanmanufactured with, for example, Wärtsilä supplying the complete propulsion machinery for all the vessels.The newbuildings are somewhat delayed compared to the original agreed delivery date, roughly around six months. Since deliveries under the programs will take place over a longer period of time, delivery estimates for the last vessels will be more uncertain than the estimates for the first vessels.

8 400 dwt

The vessels are being built at the yichang Shipyard, which is a part of CSC Group located in Wuhan, China. Expected delivery during the period second quarter 2010 – second quarter 2012.

Extract from technical data:

Dwt: 8 400 No of holds: 2 Length over all: 120.5m Hold no 1: 25.9m x 13.5m Breadth moulded: 16.5m Hold no 2: 49.0m x 13.5m (box shaped) Scantled draught: 7.4m Hold cap.: 383 000 cbf (grain) Speed: 12.5kn at D=7,4m

==> picture [396 x 100] intentionally omitted <==

4 500 dwt

The vessels are being built at Shandong Baibuting Shipbuilding Co Ltd located in Rong Cheng, China. Expected delivery during the period first quarter 2011 – third quarter 2012.

Extract from technical data: Dwt: 4 500 Speed: 11.8kn at D=5.6m Length over all: 89.9m No of holds: 1; 54.6m x 12.6m (box shaped) Breadth moulded: 15.4m Hold cap.: 204 000 cbf (grain) Scantled draught: 5.6m

==> picture [379 x 127] intentionally omitted <==

Wilson’s fleet at 31 December 2009

Map Name
Dwt
Built
Flag
Structure No. of
No.
vessels
2 000 dwt (NRL)
1
Wilson Ems
1 540
95
BAR
Owned
2
Wilson Saar
1 650
96
BAR
Owned
3
Wilson Waal
1 850
99
BAR
Owned
4
Wilson Rhine
1 850
98
BAR
Owned
5
Wilson Ruhr
1 850
97
BAR
Owned
6
Wilson Maas
1 850
97
BAR
Owned
7
Wilson Main
2 440
90
BAR
Owned
8
Hestia
2 460
00
ANT T/C
9
Thebe
2 460
00
ANT T/C
10
Wilson Lahn
2 508
01
BAR
Owned
11
Eems Star
2 650
08
NED
T/C
12
Wilson Elbe
2 665
93
MAL
Owned
13
Wilson Mosel
2 665
93
MAL
Owned
13
Selfdischargers
14
Salmo
3 100
79
BAH
Owned
15
Wilson Husum
4 200
98
BAR
Owned
2
16-24 Additionally9 selfdischargers (1 000 - 4 300 dwt)
9
Container Service
25
ECL Challenger
4 635
95
BAR
Owned
26
ECL Commander
4 750
97
BAR
Owned
27
Pioneer Bay
5 400
00
ANT
T/C
28
Asian Carrier
5 550
03
ANT
T/C
4
System Vessels (liquid pitch, feeder, RoRo/side port)
29
Leiro
3 580
81
BAR
Owned
30
Lindo
3 580
82
BAR
Owned
31
Wilson Fjord
3 843
77
BAR
Owned
32
Wilson Caen
4 440
98
BAR
Owned
33
Wilson Clyde
4 450
98
BAR
Owned
34
Wilson Star
4 452
89
SWE
T/C
35
Wilson Express
5 482
83
NIS
T/C
7
3 500 - 4 500 dwt
36
Wilson Dvina
3 221
92
BAR
Owned
37
Wilson Dover
3 232
93
BAR
Owned
38
Wilson Garston
3 450
89
BAR
Owned
39
Ferro
3 504
91
BAH
Owned
40
Tinno
3 504
91
BAH
Owned
41
Torpo
3 504
90
BAH
Owned
42
Wilson Gdansk
3 540
93
BAR
Owned
43
Wilson Gdynia
3 540
94
BAR
Owned
44
Wilson Antwerp
3 600
08
MAL
T/C
45
Wilson Aveiro
3 600
08
MAL
T/C
46
Wilson Aviles
3 600
08
MAL
T/C
47
Wilson Ayr
3 600
08
MAL
T/C
48
Wilson Aberdeen
3 600
09
MAL
T/C
49
Wilson Amsterdam 3 600
09
ANT
T/C
50
Wilson Gijon
3 670
93
BAR
Owned
51
Wilson Grimsby
3 670
93
BAR
Owned
52
Plato
3 677
89
BAR
Owned
53
Jumbo
3 697
87
BAH
Owned
54
Pluto
3 697
86
BAH
Owned
55
Wilson Bilbao
3 700
92
MAL
Owned
56
Wilson Blyth
3 700
95
MAL
Owned
57
Wilson Borg
3 700
94
MAL
Owned
58
Wilson Brake
3 700
97
MAL
T/C

Map Name
Dwt
Built
Flag
Structure No. of
No.
vessels

59
Wilson Bremen
3 700
92
MAL
Owned
60
Wilson Brest
3 700
95
MAL
Owned
61
Wilson Brugge
3 700
96
MAL
T/C
62
Wilson Gaeta
3 700
98
BAR
Owned
63
Wilson Ghent
3 700
96
MAL
Owned
64
Wilson Goole
3 700
95
MAL
Owned
65
Wilson Grip
3 700
96
MAL
Owned
66
Wilson Leer
3 700
96
MAL
Owned
67
Wilson Leith
3 700
97
MAL
Owned
68
Wilson Tees
3 700
97
MAL
Owned
69
Wilson Lista
3 727
94
BAR
Owned
70
Helsinki
3 950
97
ANT
T/C
71
Wilson Humber
4 200
99
BAR
Owned
72
Oslo
4 218
96
ANT
T/C
73
Wilson Hull
4 247
02
CYP
50 % Owned
74
Tallin
4 250
97
ANT
T/C
75
Wilson Horn
4 257
90
ANT
T/C
76
Wilson Harrier
4 258
93
MAL
Owned
77
Wilson Hawk
4 258
94
BAR
Owned
78
Wilson Heron
4 260
94
MAL
Owned
79
Wilson Holm
4 261
90
ANT
T/C
80
Wilson Sky
4 263
01
CYP
50 % Owned
81
Wilson Hook
4 280
04
CYP
75 % Owned
82
Wilson Calais
4 400
01
BAR
BB
83
Korsika
4 424
01
ANT
T/C
84
Baccara
4 440
98
MAL
T/C
85
Sardinia
4 440
98
ANT
T/C
86
Memel
4 436
99
ANT
T/C
87
Wilson Cadiz
4 440
00
BAR
Owned
88
Wilson Cork
4 440
98
BAR
Owned
53
6 000 - 10 000 dwt
89
Wilson Marin
5 845
78
MAL
Owned
90
Wilson Split
5 913
77
BAR
BB
91
Wilson Riga
6 085
76
BAR
Owned
92
Wilson Rough
6 085
76
MAL
Owned
93
Wilson Reef
6 135
75
MAL
Owned
94
Wilson Ross
6 135
75
MAL
Owned
95
Wilson Rye
6 135
76
BAR
Owned
96
Wilson Bar
6 156
79
MAL
Owned
97
Wilson Malm
6 176
80
MAL
Owned
98
Wilson Mersin
6 186
81
CYP
Owned
99
Wilson Malo
6 350
78
CYP
Owned
100
Wilson Rouen
6 351
76
BAR
Owned
101
Wilson Stadt
6 445
00
MAL
Owned
102
Wilson Skaw
6 460
96
BAH
Owned
103
Wilson Saga
6 470
98
CYP
Owned
104
Wilson Sund
6 470
99
CYP
Owned
105
Wilson Trent
7 106
80
CYP
Owned
106
Wilson Tyne
7 106
80
MAL
Owned
107
Wilson Tana
7 164
77
MAL
Owned
108
Wilson Mar
9 655
85
MAL
Owned
20
Total
108
Map no. = see pages 6-7
BB
= Bareboat
T/C
= Timecharter
*
= Financial leasing agreement

WILSON ASA

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Wilson
Wilson Wilson
EuroCarriers AS Management AS Wilson Ship AS Shipowning AS99.44 %
Bergen Shipping Wilson Ship Altnacraig Shipping Plc.
Chartering AS Management AS (UK)
Euro Container Line Wilson Crewing Agency
Holding AS Ltd. (Russia)
Euro Container Wilson Crewing
Line AS Agency Odessa Ltd.
(Ukraine)
NSA Schifffahrt und
Transport GmbH
(Germany)
Nesskip hf.
(Iceland) Unistar Shipping Co.
87.7 % Ltd. (Cyprus)
Holding company
Wilson Agency B.V.
(The Netherlands) Charter / COA companies
Administration companies
Wilson NRL Transport T/C companies
GmbH
(Germany) Shipowning companies
Wilson Murmansk Ltd.
(Russia)
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Wilson has its head office in Bergen and agencies in Duisburg, Rotterdam, Murmansk and Reykjavik, as well as crewing agencies in Arkhangelsk and Odessa. The Group has about 1450 employees, of whom about 1300 are mariners. The Group operated 108 vessels as of 31 December 2009.

Wilson EuroCarriers AS is the Wilson Group’s operation and chartering company, and is the counterparty to all freight contracts (COA) with the company’s clients. The transport contracts range in duration from a few months to several years. Wilson EuroCarriers AS is one of Europe’s largest and leading operators in the interEuropean dry cargo sector.

Bergen Shipping Chartering AS provides a brokering service on behalf of external owners as well as two Wilsonowned ships, total ling 11 selfdischarging bulk vessels (as of 31 December 2009) of 1000 4300 dwt. The vessels are operated in the European short sea trade.

Euro Container Line AS is Wilson’s container line. The line operates four vessels (as of 31 December 2009), of which two are owned and two chartered. The vessels sail in linetrade between Hamburg/ Bremerhaven and ports in southern and western Norway.

NSA Schifffahrt und Transport GmbH , located in Hamburg, is the agent and marketing office for Euro Container Line in the German market.

Nesskip hf. provides chartering and agency services, and has its office in Iceland, just outside Reykjavik. Via a subsidiary, Nesskip owns one bulk vessel and coowns three more. All sail in the Wilson system.

Wilson NRL Transport GmbH is Wilson’s agent in Duisburg.

Wilson Agency B.V. is Wilson’s agent in Rotterdam.

Wilson Murmansk Ltd. was opened in May 2009 and will take care of Wilson’s commercial interests in various Russian projects. The opening of Wilson Murmansk is a prolongation of Wilson’s already existing presence in Russia.

Wilson Management AS provides administrative services for the Wilson Group.

Wilson Ship Management AS is responsible for the technical management of the Group’s own vessels, as well as two vessels for external owners.

Wilson Crewing Agency Ltd. in Arkhangelsk is responsible for the majority of Wilson’s crew recruitment and training.

Wilson Crewing Agency Odessa Ltd. assists the Wilson Crewing Agency with crew recruitment in the Ukrainian market.

Wilson Shipowning AS owns Wilson’s vessels and is counterparty to bareboat charterparties.

Wilson Ship AS hires ships on charter from external owners. The charterparties have durations ranging from six months to several years, some with options on extensions.

Unistar Shipping Co. Ltd. is the holding company for ships owned through Nesskip.

Altnacraig Shipping Plc. is an English subsidiary currently responsible for one chartered vessel.

Wilson ASA

Bradbenken 1 P.O. Box 4145 Dreggen 5835 Bergen Norway Tel.: (+47) 55 30 82 00 Fax: (+47) 55 31 05 90 Web: www.wilsonship.no

Wilson Management AS Bradbenken 1 P.O. Box 4145 Dreggen 5835 Bergen Norway Tel.: (+47) 55 30 82 00 Fax: (+47) 55 31 05 90

Wilson NRL Transport GmbH Dammstraße 13 47119 Duisburg Germany Tel.: (+49) (0) 203 809 57 0 Fax: (+49) (0) 203 809 57 30 E-mail: [email protected] Web: www.wilsonship.de

Wilson EuroCarriers AS

Bradbenken 1 P.O. Box 4145 Dreggen 5835 Bergen Norway Tel.: (+47) 55 30 82 00 Fax: (+47) 55 96 04 94 E-mail: [email protected]

Wilson Ship Management AS

Bradbenken 1 P.O. Box 4145 Dreggen 5835 Bergen Norway Tel.: (+47) 55 30 82 00 Fax: (+47) 55 31 72 70 E-mail: [email protected]

Bergen Shipping Chartering AS Bradbenken 1 P.O. Box 4145 Dreggen 5835 Bergen Norway Tel.: (+47) 55 30 83 60 Fax: (+47) 55 30 82 57 E-mail: [email protected]

Euro Container Line AS Bradbenken 1 P.O. Box 4145 Dreggen 5835 Bergen Norway Tel.: (+47) 55 30 83 50 Fax: (+47) 55 96 43 90 E-mail: [email protected] Web: www.ecl.no

Wilson Agency B.V.

Koddeweg 1 3194 DH Hoogvliet Rt The Netherlands Tel.: (+31) 10 2952 888 Fax: (+31) 10 4722 401 E-mail: [email protected] Web: www.wilsonagency.nl

Wilson Murmansk Ltd.

102 Lenina Prospect Murmansk 183012 Russia Tel.: (+7) 8152 458296 Fax: (+7) 8152 451671 Mob.: (+7) 921 1625346 E-mail: [email protected]

Nesskip hf.

IS-170 Seltjarnarnes (Reykjavik) Iceland Tel.: (+354) 563 9900 Fax: (+354) 563 9919 E-mail: [email protected] Web: www.nesskip.is

NSA Schifffahrt und Transport GmbH

Michaelisstr. 24 20459 Hamburg Germany Tel.: (+49) 40 703 83 580 Fax: (+49) 40 36 49 15 E-mail: [email protected] Web: www.nsa-fracht.de

Wilson Crewing Agency Ltd.

29/1 K. Marks St. Arkhangelsk 163000 Russia Tel.: (+7) 8182 65 03 57 E-mail: [email protected] Web: www.wilson-crewing.com

Wilson Crewing Agency Odessa Ltd.

7 Mayakovskogo Lane Odessa 65000 Ukraine Tel.: (+38) 048 723 41 75 E-mail: [email protected] Web: www.wilson-crewing.com

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AI assistant

Wilson AS — Annual Report 2009

3791_rns_2010-04-27_6a9ca247-b842-4ed0-b4b2-dc7914956068.pdf

a n n u a l r e p o r t 09

c o n t e n t s

2009 and outlook 2010

Key Financial Figures

Wilson – European Short Sea Champion

Continous presence

COA ­ Contract of Affreightment

Volumes

Client portfolio

Stability

COA ­ Efficient operation

Wilson Heron during the period 19.09.2009 - 04.11.2009:

International network

Nesskip hf.

Wilson Agency BV

Wilson NRL Transport GmbH

Wilson Murmansk Ltd.

NSA Schifffahrt und Transport GmbH

Wilson Crewing Agency Ltd.

Analytical information

Shareholder information

Investor policy

Shareholder policy

Dividend policy

Share price performance

WILS vs. Oslo Børs

Shareholders at 31 December 2009

The 20 largest shareholders

20 largest shareholders in Wilson at 31 December 2009

Financial Calendar 2010

Risk factors

Market risk

Turnover divided into trade patterns 2004-2009

Operational risk

Bunker prices 2004-2009

Financial risk

Currency risk

Interest rate risk

Credit risk

Liquidity risk

Sensitivity analysis

Financial Statements and Board of Directors’ Report

Corporate governance

1. Corporate Governance report

Deviation from the recommendations.

Core values

2. Activities

3. Share capital and dividend

4. Equal treatment of shareholders and transactions with related parties

5. Free transferability

7. Nomination committee

8. Corporate Assembly and Board of Directors; their composition and independence

9. The work of the Board of Directors

6. General Meeting

10. Risk management and internal control

11. Remuneration to the Board

12. Remuneration to senior executives

13. Information and communication

14. Takeovers

15. Auditor

Directors’ Report

Business concept and strategy

Business activity

Going Concern

Administration, employees, working environment and equality/discrimination

Health, environment and safety

Outlook

Key risk and uncertainty factors

Results as of 31 December 2009

Financing and capital structure

Financial risk

Currency risk

Interest rate risk

Credit risk

Liquidity risk

Shareholders

Result for the year and equity

Wilson AS Annual Report 2009

COA Contract of Affreightment

COA Efficient operation