Presentation to Dockwise. 24 April 2012

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1 Presentation to Dockwise 24 April 2012

2 Disclaimer This presentation has been prepared by Fairstar Heavy Transport NV ( FHT or the company ). This presentation is for information purposes only. This presentation has not been reviewed or registered with any public authority or stock exchange. Recipients of this presentation may not reproduce, redistribute or pass on, in whole or in part, the presentation to any other person. The distribution of this presentation issued by the company in certain jurisdictions is restricted by law. Persons into whose possession this presentation may come are required by the company to inform themselves about and to comply with all applicable laws and regulations in force in any jurisdiction in or from which it invests or receives or possesses this presentation and must obtain any consent, approval or permission required under the laws and regulations in force in such jurisdiction. FHT shall not have any responsibility or liability for these obligations. In particular, neither this presentation nor any copy of it may be taken or transmitted or distributed, directly or indirectly, into Canada or Japan. This presentation does not constitute an offer to sell or a solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make such an offer or solicitation in such jurisdiction. The company requires persons in possession of this document to inform themselves about and to observe such requirements. In relation to the United States and U.S. persons, this presentation is strictly confidential and is being furnished solely in reliance on applicable exemptions from the registration requirements under the U.S. Securities Act of 1933, as amended. The shares have not and will not be registered under the U.S. Securities Act or any state securities laws, and may not be offered or sold within the United States, or to or for the account or benefit of U.S. persons, unless an exemption from the registration requirements of the U.S. Securities Act is available. Accordingly, any offer or sale of shares will only be offered or sold (I) within the United States, or to or for the account or benefit of U.S. persons, only to qualified institutional buyers ( QIBs ) in private placement transactions not involving a public offering and (II) outside the United States in offshore transactions in accordance with regulations. Any purchaser of shares in the United States, or to or for the account of U.S. persons, will be deemed to have made certain representations and acknowledgements, including without limitation that the purchaser is a QIB. None of the company s securities has been or will be qualified for sale under the securities laws of any province or territory of Canada. The company s securities are not being offered and may not be offered or sold, directly or indirectly, in Canada or to or for the account of any resident of Canada in contravention of the securities law of any province or territory thereof. In relation to the United Kingdom, this presentation and its contents are confidential and its distribution (which term shall include any form of communication ) is restricted pursuant to Section 21 (Restriction on Financial Promotion) of the Financial Services and Markets Act 2000 (Financial Promotion) Order In relation to the United Kingdom, this presentation is only directed at, and may only be distributed to, persons who fall within the meaning of Article 19 (Investment Professionals) and 49 (High Net Worth Companies, Unincorporated Associations, etc.) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 or who are persons to whom the presentation may otherwise lawfully be distributed. The contents of this presentation are not to be considered to be construed as legal, business, investment or tax advice. Each recipient should consult with its own legal, business, investment and tax adviser as to legal, business, investment and tax advice. No representation or warranty (express or implied) is made to, and no reliance should be placed on, any information, including projections, estimates, targets and opinions, contained herein, and, accordingly, nor FHT or any officers or employees accept any liability whatsoever arising directly or indirectly from the use of this presentation. This presentation includes and is based on, among other things, forward-looking information and statements. Such forward-looking information and statements are based on the current expectations, estimates and projections of FHT or assumptions based on information available to FHT. Such forward-looking information and statements reflect current views with respect to future events and are subject to risks, uncertainties and assumptions. FHT cannot give any assurance as to the correctness of such forward-looking information and statements. An investment in FHT involves risk, and several factors could cause the actual results, performance or achievements of FHT to be materially different from any future results, performance or achievements that may be expressed or implied by statements and information in this presentation. This presentation is subject to Dutch law, and any dispute arising in respect of this presentation is subject to the exclusive jurisdiction of Dutch courts. This presentation speaks as of 24 April Neither the delivery of this presentation nor any further discussions by FHT with any of the recipients shall, under any circumstances, create any implication that there has been no change in the affairs of FHT since such date. FHT does not intend, and does not assume any obligation, to update or correct any information included in this presentation. 2

3 Economic value of Red Box and Green Box projects In 2012 and 2013 most of these projects will award marine transportation contracts Eldfisk $ 12M Guara Tupi BSR Moho Nord Nemba $ 15M Valemon Natuna $ 12M Solan Brass LNG $ 18M CMMP Iraq Golden Eagle $ 15M Sylwin deck SBM FLNG $ 16M Mafumeira $ 25M Barzan Offshore $ 25M IDG Gas $ 20M 2 vessels Point Thompson $ 50M Prudhoe Bay $ 50M Shtokman Offshore $ 30M 2 vessels Total segment value approx USD 350 million Total segment value approx. USD 2 billion Sunrise $ 75M 2 vessels Kitimat $ 50M 2 vessels Browse $ 175M+ 4 vessels Umm Lulu $ 50M Pluto $ 75M 4 vessels AP LNG $ 75M 2 vessels Arrow $ 75M 3 vessels Ichthys $ 175M+ 4 vessels Wheatstone $ 175M+ 4 vessels Shtokman $ 100M 4 vessels Gorgon $ 500M+ 9 vessels Yamal $ 300M 4 vessels The lead time from tender submission to contract award is on average 15 months 3

4 Fairstar current contracted Red Box/Green Box backlog (4 years) Vessel FJORD FJELL FORTE FINESSE Number of months contracted 29 months 23 months 44 months 26 months Total 122 months * Average dayrate USD 73,000 Total contract backlog value USD 303 million * 39 months are charterer s option 4

5 2013 and 2014 assumptions FJORD Revenue USD 95,000/day (Gorgon) N/A USD 95,000/day (Gorgon) 67 USD 78,000/day (Golden Eagle) 232 USD 85,000 day (Assuming 80% utilisation of the open contracts) Cost USD 17,000/day in opex and G&A FJELL Revenue USD 65,000/day (Gorgon) N/A USD 65,000/day (Gorgon) 257 USD 70,000 day (Assuming 80% utalisation of the open contracts) Cost USD 17,000/day in opex and G&A 5

6 2013 and 2014 assumptions (cont d) FORTE Revenue USD 70,000/day (Gorgon) N/A USD 70,000/day (Gorgon) 106 USD 70,000/day (Ichthys) N/A Cost USD 17,000/day in opex and G&A FINESSE Revenue USD 81,000/day (Golden Eagle) 53 USD 90,000/day (CMMP/Saipem) ,000/day (Assuming 75% utilisation of the open contracts) USD 70,000/day (Ichthys) 65 USD 0 day Cost USD 17,000/day in opex and G&A 6

7 2013 and 2014 Sales and EBITDA USDm Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q Gross Revenue 34,7 32,5 32,1 30,4 24,5 28,4 30,0 30,0 129,7 112,9 Revenue (Time Charter Equivalent) 27,8 26,0 25,7 24,3 19,6 22,7 24,0 24,0 103,8 90,4 TCE FJORD 8,6 8,6 8,6 8,6 7,8 5,2 6,2 6,2 34,6 25,4 TCE FJELL 5,9 5,9 5,9 5,9 3,5 4,7 5,1 5,1 23,7 18,5 TCE FORTE 6,4 6,4 6,4 6,4 6,4 6,4 6,4 6,4 25,5 25,5 TCE FINESSE 6,8 5,1 4,8 3,4 1,9 6,4 6,4 6,4 20,1 21,0 Operating costs (OPEX/ G&A) -6,2-6,2-6,2-6,2-6,2-6,2-6,2-6,2-24,8-24,8 EBITDA FJORD 7,1 7,1 7,1 7,1 6,2 3,7 4,6 4,6 28,4 19,2 EDITDA FJELL 4,4 4,4 4,4 4,4 2,0 3,2 3,5 3,5 17,5 12,3 EBITDA FORTE 4,8 4,8 4,8 4,8 4,8 4,8 4,8 4,8 19,3 19,3 EBITDA FINESSE 5,3 3,6 3,2 1,9 0,4 4,8 4,8 4,8 13,9 14,8 EBITDA 21,6 19,8 19,5 18,2 13,4 16,5 17,8 17,8 79,1 65,6 Source: Fairstar 7

8 % of ratings Price (NOK) Analyst perspectives on valuation of Fairstar # of brokers % 25 Broker Date Rating Target (NOK) Upside from current trading 80% 20 ABG Sundal Collier 20-Apr-12 Buy % SEB Enskilda Research 20-Apr-12 Buy % 70% 60% 15 RS Platou Markets Buy % Terra Markets Buy % 50% Median % Average % 40% 10 Current trading % 20% 5 10% 0% apr-10 jul-10 okt-10 jan-11 apr-11 jul-11 okt-11 jan-12 apr-12 0 Buy Hold Sell Price (NOK) Target price Source: Factset 8

9 8:45 9:45 10:45 11:45 12:45 13:45 14:45 15:45 16:45 Market perspective on the bid from Dockwise 1 st day of trading Share Price 10,0 Volume ('000 shares) 140 9,5 9, ,5 8, ,5 0 Source> Bloomberg FAIR - Volume FAIR - Price 9

10 New-build parity analysis USDm Replacement cost FORTE 110 FINESSE 110 FJORD 90 FJELL 90 Total replacement cost 400 Net debt fully funded 255 Implied equity value of Fairstar 145 Total equity value (NOKm) 841 Equity value per share (NOK) 9,4 EBITDA less capex Q Q2 14 (contracts) 122 EBITDA less capex Q Q %) 110 Value per share of cash flow during newbuild construction period (NOK) 7,1 Implied value - vessels + cashflow during construction period (NOK) 16,5 10

11 An acquistion of Fairstar is value accretive to Dockwise shareholders up to NOK 14 per Fairstar share Assumptions Combination of Dockwise and Fairstar financials using Bloomberg estimates with cost synergies 1 of USDm 6 per annum (50% in 2013 and in 2014) Dockwise takes over all debt of Fairstar and acquires all shares in Fairstar through issuing of new Dockwise shares at current market value 16% 14% 12% 10% 8% 6% 4% 2% 0% -2% NOK 9.30 NOK 12.0 NOK accretion 2014 accretion 1) Cost synergies relate to cost savings on Board remuneration of USDm 2.3, advisory costs of USDm 1.6 (audit, tax and legal), listing costs of USDm 0.1, housing and office related expenses of USDm 1.0, sales and marketing of USDm 0.6 and cost savings on supporting staff of approx USDm 0.4 Bloomberg estimates: Dockwise net profit USDm 94 in 2013 and USDm 84 in Fairstar net profit USDm 46 in 2013 and USDm 35 in

12 Contact details - Fairstar Heavy Transport NV Postal address Visiting address P.O. Box 2225 Weena , Tower A 3000 CE Rotterdam 3012 NJ Rotterdam The Netherlands The Netherlands Contact T +31 (0) F +31 (0) I E Philip Adkins (CEO) M +44 (0) E This material has been prepared by Fairstar Heavy Transport NV ( FHT"). This material is for distribution only under such circumstances as may be permitted by applicable law. It has no regard to the specific investment objectives, financial situation or particular needs of any recipient. It is published solely for informational purposes. No representation or warranty, either express or implied, is provided in relation to the accuracy, completeness or reliability of the information contained herein, nor is it intended to be a complete statement or summary of the securities, markets or developments referred to in the materials. It should not be regarded by recipients as a substitute for the exercise of their own judgement. Any opinions expressed in this material are subject to change without notice and may differ or be contrary to opinions expressed by other business areas or groups of FHT as a result of using different assumptions and criteria. FHT is under no obligation to update or keep current the information contained herein. Neither FHT nor any of its affiliates, nor any of FHT s or any of its affiliates, directors, employees or agents accepts any liability for any loss or damage arising out of the use of all or any part of this material Fairstar Heavy Transport NV. All rights reserved. Fairstar Heavy Transport NV specifically prohibits the redistribution of this material and accepts no liability whatsoever for the actions of third parties in this respect. 12

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