Annual report 2009

Shareholder Information

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Shareholder Policy

Odfjell’s aim is to provide competitive long-term return to its shareholders. The Company emphasises an investor friendly dividend policy based upon financial performance, current capital expenditure
programmes and tax positions. The Company strives for semi-annual dividend payments. However, as a result of the negative impact from the financial crisis, the Board did not propose a second dividend in 2009.

Share Performance

At year-end 2009 the Odfjell A-shares traded at NOK 52.00 (USD 9.03) up 19,5% compared to 43.5 (USD 6.22), a year earlier. The B-shares traded at NOK 50.00 (USD 8.69) up 11.1%, compared to 45 (USD 6.43) a year earlier. A dividend of NOK 1.00 per share was paid in May 2009.
Adjusted for this dividend, the A- and B-shares had positive yields of 21.8% and 13.3% respectively. By way of comparison, the Oslo Stock Exchange benchmark index increased by 64.8%, the marine index
increased by 25.5% and the transportation increased by 30.1% during the year.

The market capitalisation of Odfjell was NOK 4.5 billion (USD 776 million) 31.12 2009.

Trading Volumes

In 2009 about 7.7 million Odfjell shares were traded, spread over 4.4 million A-shares and 3.3 million B-shares. This represents about 8.9% of the issued and outstanding shares.

Shareholders

At the end of 2009 there were 1,063 holders of Odfjell A-shares and 536 holders of Odfjell B-shares. Taking into account shareholders owning both share classes, the total number of shareholders was 1,311, a minor decrease compared to the preceding year.

International Ownership

71.1% of the Company’s A-shares and 33.2% of the B-shares were held by international investors at year-end, equivalent to 61.9% of the total share capital.

Share Repurchase Program

On 2 March 2009, Odfjell terminated its Total Return Swap (TRS) agreement with DnB NOR Markets for 819,500 Odfjell A-shares. Simultaneously all shares were acquired by Odfjell SE at a price of NOK
36.

On October 14 2009, Odfjell terminated its TRS agreement with DnB NOR Markets for 1,679,500 Odfjell A-shares and 2,322,482 Odfjell B-shares, which was originally due on 10 November 2009. Simultaneously all shares were acquired by Odfjell SE at a price of NOK 51 for the A-shares and NOK 45 for the B-shares. Following this purchase Odfjell SE holds 2,499,000 Odfjell A-shares and 2,322,482
B-shares.

On 2 March 2010 ChemLog Holdings Limited (ChemLog) sold 13,802,366 A-shares in Odfjell SE at a price of NOK 44.00 per share. In addition, ChemLog has terminated a total return swap agreement
(TRS) with DnB NOR Markets for 3,000,000 A-shares which subsequently were sold at NOK 44.00 per share as part of the total transaction.

At the same time, Odfjell SE Odfjell SE bought 2,892,166 shares at NOK 44.00 per share. Following the transaction Odfjell SE owns 5,391,166 A-shares and 2,322,482 B-shares in Odfjell SE.

The Annual General Meeting on 5 May 2009 authorized the Board of Directors to acquire up to 10% of the Company’s share capital. This authorization expires 5 November 2010. The purpose of purchasing
own shares is to increase shareholders’ value. The Board of Directors regularly considers investments in own shares when it may be beneficial for the Company.

Investor Relations

Correct and timely information is of vital importance in order to create credibility and confidence. Our policy is to provide the market with relevant information. We attach great importance to ensuring that
shareholders receive swift, relevant and correct information about the Company. Our aim is to provide a good understanding of the Company’s activities and its prospects so that shareholders are in a
good position to assess the share’s trading price and underlying values. For more information, please see page 94 under Corporate Governance.

The financial calendar for 2010 is as follows:

4 May Annual General Meeting
4 May Report 1st quarter 2010
18 August Report 2nd quarter 2010
3 November Report 3rd quarter 2010
9 February 2011 Report 3rd quarter 2010

Special information for Norwegian shareholders

Under the tax reform of 1 January 1992 the cost of shares for tax purposes is to be adjusted annually to reflect the Company’s retained taxed earnings in order to prevent double taxation. The adjustment
is named RISK-adjustment. This system was discontinued as from 1 January 2006, however, the RISK-adjustments for previous years still apply.

The following RISK adjustments have been set for the Odfjell-share:
1 January 2006 minus NOK 2.50 per share
1 January 2005 minus NOK 3.50 per share
1 January 2004 minus NOK 2.50 per share
1 January 2003 minus NOK 1.84 per share
1 January 2002 minus NOK 1.80 per share
1 January 2001 minus NOK 1.00 per share
1 January 2000 minus NOK 1.00 per share
1 January 1999 minus NOK 1.00 per share
1 January 1998 minus NOK 1.00 per share
1 January 1997 minus NOK 0.75 per share
1 January 1996 minus NOK 0.50 per share
1 January 1995 minus NOK 0.38 per share
1 January 1994 minus NOK 0.32 per share
1 January 1993 NOK 0.00 per share

The reason why the RISK adjustments are negative (and reduce the cost price of the shares for tax purposes) is that the Company has paid dividend in excess of taxable earnings in each particular year. Norwegian shareholders do not pay tax on dividend when received,
but the dividend becomes taxable when the shares are sold.

In accordance with the Norwegian tax reform of 1 January 1992, the price paid by Norwegians for shares acquired prior to 1 January 1989 may be adjusted upwards to NOK 15.41 for A-shares and NOK 14.87 for B-shares.

All share data have been restated according to the 2:1 splits of the shares that took place in 2004 and 2005.

Odfjell has qualified for both the Information Mark and the English Mark from the Oslo Stock Exchange.

 

20 LARGEST SHAREHOLDERS AS PER 31 December 2009

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SHARE CAPITAL HISTORY

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