Term sheet ISIN: NO [ I.M. Skaugen SE Senior Unsecured Bond Issue 2012/2015 ( the Bonds ) Settlement date: Expected to be 27 February 2012

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1 Term sheet ISIN: NO [ I.M. Skaugen SE Senior Unsecured Bond Issue 2012/2015 ( the Bonds ) Settlement date: Expected to be 27 February 2012 Issuer: I.M. Skaugen SE with registration no Group: Currency: Borrowing amount: Coupon rate: Settlement Date: Maturity Date: First interest payment day: Last interest payment day: Amortization: Interest Payments: Price: Nominal value: Status of the Bonds: Purpose of the Bonds: Bondholders Put Option: The Issuer and all its subsidiaries from time to time (each a Group Company ). NOK NOK million 3 month NIBOR % p.a., quarterly interest payments Expected to be 27 February Notice will be given to subscribers minimum two banking days prior to Settlement Date. 27 February 2015 (3 years after Settlement Date). 27 May 2012 (3 months after Settlement Date). Maturity Date. The Bonds will be repaid in full on Maturity Date at price (par). Interest on the Bonds will accrue from the Settlement Date and shall be payable quarterly in arrears on the interest payment day in February, May, August and November each year, or if the interest payment day does not fall on a banking day, on the first subsequent banking day. The daycount fraction for the coupon is act/360, modified following (par). The Bonds will have a nominal value of NOK 500,000 each. The Bonds shall rank at least pari passu with all other senior obligations of the Issuer other than obligations which are mandatorily preferred by law. The Bonds shall rank ahead of subordinated capital. The Bonds shall not be secured. The net proceeds from the Bonds shall be used for repayment of IMSK04 and IMSK09 and for general corporate purposes. Upon a Change of Control Event occurring, each Bondholder shall have a right of pre-payment (Put Option) of the Bonds at a price of 100% of par value plus accrued interest of par value during a period of 60 calendar days following the notice of a Change of Control Event. 1

2 Financial covenants: During the term of the Bonds, the Issuer shall (unless the Trustee or the Bondholders meeting (as the case may be) in writing has agreed to otherwise) comply with the following financial covenants: a) The Issuer undertakes to maintain Relevant Assets with an aggregate book value (on the consolidated balance sheet of the Issuer, prepared in accordance with IFRS) of no less than a USD amount equivalent to the amount of the Aggregate Outstanding Bonds. b) The issuer undertakes that, during the term of the Bonds, the Equity shall not on each Balance Sheet Date be less than 25% of Total Assets as of such date. The Issuer must report compliance with the Financial Covenants in connection with the Reporting. Definitions: Relevant Assets: Ships, real estate, terminals, government bonds, listed shares, listed bonds and other debt instruments, bank deposits and any other assets acquired in the normal course of business, held by any members of the Group, that are not encumbered with any mortgage, pledge or collateral. Any assets of the aforementioned types which are encumbered with any mortgage, pledge or other collateral shall nonetheless be included when calculating the Relevant Assets with the amount, if any, by which their book value exceeds the security interest existing over them. Aggregate Outstanding Bonds: The USD equivalent amount of the aggregate principal amount outstanding of all unsecured bond issues of the Issuer and all wholly owned subsidiaries of the Issuer less the principal amount of any bonds in any bond issues issued by the Issuer or any wholly owned subsidiary of the Issuer and held by the Issuer or a wholly owned subsidiary of the Issuer. Equity: The aggregate of the value of the Group s (i) total equity on a consolidated basis (ii) subordinated indebtedness of the Issuer maturing after the Maturity Date, and (iii) the principal amount on a consolidated basis outstanding under any indebtedness subordinated to the Bonds and maturing after the Maturity Date, which the Trustee has consented to include in the definition of Equity (such consent to be based on a subordination and turn over agreement and not to be unreasonably withheld), as shown in the Issuer s latest consolidated quarterly financial statements prepared in accordance with IFRS. Total Assets: The value of the total assets of the Group on a consolidated basis as shown on the Issuer s latest consolidated quarterly financial statements prepared in accordance with IFRS. Balance Sheet Dates: 31 March, 30 June, 30 September and 31 December. General covenants: During the term of the Bonds, the Issuer shall (unless the Trustee or the Bondholders meeting (as the case may be) in writing has agreed to otherwise) comply with the following general covenants: a) Mergers: The Issuer shall not, and shall ensure that no Material Subsidiary shall, carry out any merger or other business combination or corporate reorganization involving consolidating the assets and obligations of the Issuer or such Material Subsidiary with any other company or entity not being a member of the Group if such transaction would have a Material Adverse Effect. 2

3 b) De-mergers: The Issuer shall not, and shall ensure that no Material Subsidiary shall, carry out any de-merger or other corporate reorganization involving splitting the Issuer or such Material Subsidiary into two or more separate companies or entities, if such transaction would have a Material Adverse Effect, provided, however, that this provision shall not apply to demergers or other corporate reorganization if the level of direct or indirect ownership of the Issuer in the entities resulting from such transaction will be the same as its level of ownership in the relevant Material Subsidiary before such transaction. c) Continuation of business: The Issuer shall not cease to carry on its business. The Issuer shall procure that no material change is made to the general nature or scope of the business of the Group from that carried on at the date of the Bond Agreement, or as contemplated by the Bond Agreement. d) Disposal of business, assets, subsidiaries or operations: The Issuer shall not, and shall ensure that no Material Subsidiary shall, sell or otherwise dispose of all or a substantial part of its or the Group s assets, subsidiaries or operations to any person not being a member of the Group, unless the transaction is carried out at fair market value, on terms and conditions customary for such transaction and further provided that such transaction does not have a Material Adverse Effect. e) Event of default: The Bond Agreement shall include standard event of default provisions, as well as cross default provisions for the Issuer and any Group Company debentures exceeding NOK 50 million or 5% of the Issuer s book equity (based on the Issuer s latest audited accounts). f) Reporting: The Issuer shall of its own accord make management and financial reports (quarterly, written in English) available to the Trustee (and via the distribution system at Oslo Stock Exchange from time of listing of the Bonds) and on its web pages for public distribution not later than 120 days after the end of the financial year and not later than 60 days after the end of the relevant interim period. g) Arms Length Transactions: The Issuer shall cause all transactions between any Group Company and (i) any shareholder thereof not part of the Group, (ii) any director or senior member of management in any Group Company, (iii) any company in which any Group Company holds more than 10 per cent of the shares, or (iv) or any company, person or entity controlled by or affiliated with any of the foregoing, to be entered on commercial terms, not less favourable to the Group Company than would have prevailed in arms length transaction with a third party. All such transactions shall comply with all applicable provisions of applicable corporate law applicable to such transactions, including, in respect of Norwegian companies, Section 3-8 of the Private and Public Limited Companies Act Material Subsidiary means (i) any Group Company owning ships and of which the Issuer directly or indirectly owns 50% or more of the shares and whose total consolidated assets represent at least 10% of the total consolidated assets of the Group; and/or (ii) any Group Company owning ships and of which the Issuer directly or indirectly owns 50% or more of the shares and whose total consolidated net sales represent at least 10% of the total consolidated net sales of the Group. 3

4 Material Adverse Effect: Change of Control Event: Issuer s ownership of Bonds: Joint Lead Managers: Trustee: Governing Law: Registration: Paying Agent: Taxation: Bond Agreement: Material Adverse Effect means an event which has a material adverse effect on the business or financial condition of the Issuer or the Group taken as a whole; and the ability of the Issuer to perform and comply with its obligations under the Bond Agreement; and the validity or enforceability of any material terms of the Bond Agreement. A Change of Control Event occurs if a) Companies controlled by the Skaugen families controls directly and indirectly less than 33.4 % of the shares or the voting rights of the Issuer; or b) the shares of the Issuer are delisted from Oslo Stock Exchange. The Issuer has the right to acquire and own the Bonds. Such Bonds may at the Issuer s discretion be retained by the Issuer, sold or discharged. ABG Sundal Collier Norge ASA, Munkedamsveien 45E, NO-0115 Oslo, Norway Swedbank First Securities, Filipstad brygge 1, NO-0115 Oslo, Norway. Norsk Tillitsmann ASA, P.b 1470 Vika, NO-0116 Oslo. The Bond Agreement shall be governed by Norwegian Law. The Norwegian Central Securities Depository (VPS). Principal and interest accrued will be credited the bondholders through VPS. Nordea Bank Norge ASA The Issuer shall pay any stamp duty and other public fees accruing in connection with the Bonds, but not in respect of trading in the secondary market (except to the extent required by applicable laws), and shall deduct at source any applicable withholding tax payable pursuant to law. The Bond Agreement will be entered into by the Issuer and the Trustee acting as the bondholders representative, and it shall be based on Norwegian standard. The Bond Agreement shall regulate the bondholders rights and obligations with respect to the Bonds. If any discrepancy should occur between this Term Sheet and the Bond Agreement, then the Bond Agreement shall prevail. Each subscriber in the Bonds, such subscription documented by a subscription agreement, a taped telephone conversation, or otherwise, is deemed to have granted authority to the Trustee to finalize the Bond Agreement. Minor adjustments to the structure described in this Term Sheet may occur, the provisions in the Bond Agreement will be substantially consistent with those set forth in this Term Sheet and not less favorable for Bondholders in any material respect. The Application Form specifically authorizes the Trustee to execute and deliver the Bond Agreement on behalf of the prospective bondholders, who will execute and deliver such Application Forms prior to receiving Bond allotments. On this basis, the Issuer and the Trustee will execute and deliver the Bond Agreement and the latter s execution and delivery is on behalf of all of the subscribers, such that they thereby will become bound by the Bond Agreement. The Bond Agreement specifies that all Bond transfers shall be subject to the terms thereof, and the Trustee and all Bond transferees shall, when acquiring the Bonds, be deemed to have accepted the terms of the Bond Agreement, which specifies that all such transferees shall automatically become bound by the Bond Agreement upon completed transfer having been registered in the VPS, without any further action required to be taken or formalities to be complied with. The Bond Agreement shall specify that it shall be made available to the general public for inspection purposes and may, until redemption in full of the Bonds, be obtained on request by the Trustee or the Issuer, and such availability shall be recorded in the VPS particulars relating to the Bonds. 4

5 Exchange listing: Market making: Eligible purchasers: Transfer restrictions: An application will be made for the Bonds to be listed on Oslo Stock Exchange. No market-maker agreement has been made for this Issue. The Bonds are not being offered to and may not be purchased by investors located in the United States except for Qualified Institutional Buyers (QIBs) within the meaning of Rule 144A under the U.S. Securities Act of 1933, as amended ( Securities Act ). In addition to the Subscription Agreement that each investor will be required to execute, each U.S. investor that wishes to purchase Bonds will be required to execute and deliver to the Issuer a certification in a form to be provided by the Issuer stating, among other things, that the investor is a QIB. The Bonds may not be purchased by, or for the benefit of, persons resident in Canada. Bondholders located in the United States will not be permitted to transfer the Bonds except (a) subject to an effective registration statement under the Securities Act, (b) to a person that the Bondholder reasonably believes is a QIB within the meaning of Rule 144A that is purchasing for its own account, or the account of another QIB, to whom notice is given that the resale, pledge or other transfer may be made in reliance on Rule 144A, (c) outside the United States in accordance with Regulation S under the Securities Act in a transaction on the Oslo Børs, and (d) pursuant to an exemption from registration under the Securities Act provided by Rule 144 thereunder (if available). The Bonds may not, subject to applicable Canadian laws, be tradedd in Canada for a period of four months and a day from the date the Bonds were originally issued. Subject to: The issue of Bonds shall be subject to: Finalization and approval of the bond documentation by the Trustee Final approval from the Issuer s Board of Directors Oslo, 9 February 2012 as Issuer As Joint Lead Manager As Joint Lead Manager 5

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