NORDLYS PLAN EDIT JAN 2017

The NORDLYS
Shipping Company
Investment Plan
Sustainable pollution free Shipping

Table of Contents
1.0 Company Summary 3
1.1 Fairtrans[port Foundation 3
1.2 The structure of Nordlys Shipping Company 3
1.4 Fairtransport Shipping BV 4
1.5 Fairtransport Trading BV 4
2.0 Products and Services 4
2.1 Sustainable pollution free Shipping 4
2.2 Voyage Operation Services 4
2.3 Strategy and Implementation Summary 4
3.0 The Ship 5
3.1 The Tres Hombres 5
3.2 The Nordlys 8
4.0 SWOT Analysis 9
5.0 Marketing Plan 10
5.1 Features and Benefits 8
5.2 Promotion 8
5.3 Fairtransport Shipping Cargo Department 9
6.0 Operational Plan 10
6.1 Management and Organisation 10
6.2 Personnel Plan 11
7.0 Financial Plan 12
7.1 Exploitation Plan 12
7.2 Investment Plan 13
7.3 Finance Plan 14
8.0 Becoming a shareholder 15
8.1 Can I purchase more than one share? 15
8.2 Become a shipowner now! 15
Appendices 15
A) Contacts and Addresses 15
B) Company Clause 15
C) Specifications 20
D) Sail & Line Plans 21
- 1 -

This investment plan has been written by the Fairtransport
Shipping regarding the establishment of the Nordlys Shipping Company
with focus on the refit and exploitation of the trading ketch
Nordlys. The company owns the 25 meter wooden ketch Nordlys
which has been put into service as a commercial sailing cargo vessel
offering freight services and sail training. We present you this updated
version of the original business plan to take into account the raised
capital of the Nordlys Shipping Company to a maximum of 500
shares of E 1.000,=. The Nordlys team are ready to answer your
questions to reach a profitable and shipshape partnership. Welcome
aboard, haul away and ahoy!
Advantages of Investment in a Merchant Sailing Company:
· Sustainable Investment
· Good investment return expectations
· Contribution to the development of Green Energy
· Promotion of Fair-trade Products
· Sustainable freight with Fairtransport
- 2 -

1 Company Summary
1.1 Fairtransport Foundation
Fairtransport Foundation (previously knows as Stichting Atlantis Zeilende Handelsvaart)
was established in 2007 by Andreas Lackner, Arjen van der Veen, and
Jorne Langelaan, with the goal of reintroducing commercial sailing cargo ships to
trade routes worldwide.
The goals of this foundation are to construct and exploit commercial sailing vessels
and to promote the benefits of carbon neutral shipping. The three founders
are professional sailors and between them represent decades of experience onboard
traditional sailing vessels and the marine industry. Their experience in traditional
shipbuilding including the design, construction and operation of the
“schonker” Pierius Magnus (a replica of a Dutch flat-bottom), the conversion of a
German minesweeper into the engineless sailing cargo brigantine Tres Hombres
and now the refitting of Nordlys.
The Tres Hombres is currently operating as a transatlantic sailing cargo ship following
traditional structure and cargo routing, around the Atlantic following the
trade winds and is paving the way for expansion of the Fairtransport fleet. The
Tres Hombres Shipping Company, Partenrederij Tres Hombres S.A., is registered
in Panama and was established in 2008.
1.2 The structure of Nordlys Shipping Company
Nordlys Shipping Company has been established as a Foreign Limited Liability
company. The company is owned by many public shareholders who have shares in
the ship. The Nordlys conducts the majority of her business internationally and
flies under the Vanuatu flag. This follows the same protocol as sailing general cargo
Tres Hombres.
The Nordlys underwent an extensive refit to ensure its usability and seaworthiness
before starting her service carrying freight between ports on the North Sea, Baltic
Sea and Atlantic Coast. Strong sea-trade relations in the expanding organic/biodynamic
product market have already been established through the exploitation of
the Tres Hombres. The Nordlys has commenced service with Fairtransport Shipping
BV, hereinafter referred to as the agent. The trade routes of the Nordlys will
take her from Rostock and Copenhagen in the Baltic, throughout the North Sea
from Lofoten, Norway covering the English channel and down to the Atlantic coast
of Lisbon, Portugal and throughout the Mediterranean Sea.
The company is controlled by the major shareholders. The day to day operations
are conducted by the Captain onboard the vessel and supported by the Dutch
agent (Fairtransport Shipping B.V.). Annual shareholders meetings are held at
which the company management relays to all shareholders the guiding policies of
the company and the financial figures of the previous financial year together with
projections for the forthcoming year. The full rights of the shareholders are described
in the deed.
- 3 -

1.3 Fairtransport Shipping BV
The Dutch agency Fairtransport Shipping acts as the general agent for the Nordlys
Shipping company. From their office in Den Helder, the Netherlands, the staff organize
the shore-based management of the business and voyage affairs including
refits and annual maintenance programmes. Cargo booking, trainee bookings, local
support services, customs and immigration obligations and administration are
conducted by the agent with cooperation from the Captain.
1.4 Fairtransport Trading BV
The Dutch import/export company Fairtransport Trading is a regular customer of
the Nordlys Shipping Company. They arrange their cargoes through the agent,
who then informs the ship. The purpose of Fairtransport Trading is to ship products
sustainably and they play a key role in ensuring Nordlys has cargo orders
throughout the season.
- 4 -

2 Products and Services
2.1 Sustainable Pollution Free Shipping
The commodities and products we concentrate on are mainly in the ever growing ecological
produce market. We combine sourcing of ecological products with ecological
transport! In the western world, local organic goods and ethical products are one of
the fastest growing sectors of the market. All these organic (biological) and ecological
goods must also be transported in a likewise manner. By bringing focus back to ethical
goods delivered cleanly to non-local consumers an entire new culture is created,
one that includes sailing cargo ships and preserves the skills necessary to build and
maintain strong trade relations.
The Nordlys Shipping Company offers freight services between markets on the North
Western European coast. This will create a unique opportunity for producers and distributors
mindful of harmful greenhouse gasses produced by the maritime industry. A
sailing cargo vessel offers a very sustainable alternative to motor driven vessels.
Freight transport without CO2 or other polluting emissions, optimal use of alternative
energies, employment, training and team building, all with respect for the environment
which brings great satisfaction for the crew, participants and followers of this
growing movement.
The Nordlys sails a trade route connecting ports between Norway, Portugal and
the Mediterranean. Markets could be reached easily and more regularly given the
operational area would be mainly focused on the North-West European coast. The
area has many diverse cargos ranging from building supplies to foodstuffs and spirits.
Many connections between producers and distributors have already been established
by the general agent. We have guaranteed cargos from Netherlands, Portugal,
Denmark, the UK, France and Germany and the Nordlys has been put into
immediate service serving these customers. Our network extends throughout Europe
and our trading team are always on the lookout for new trading opportunities
with the schedule and route adapting according to need. Fairtransport is also a
founding member of the Sail Cargo Alliance, a network of sail cargo ships, agents
and brokers, collaborating to grow the sail cargo industry.
- 5 -

2.2 Trainee sailing - Inspiring a new generation of
seafarers!
Nordlys has space for 4 paying trainees on board. Trainees are stepping aboard for a
learning experience at sea. A full training program will be offered including lessons on
navigation and general seamanship, climbing aloft to set and furl sails, helming the
vessel, loading cargo and helping the cook in the galley. The trainees will be involved
as much as possible in the day to day ship duties which may naturally push their personal
boundaries but are in no way obligated to do anything outside their comfort zone.
2.3 Implementation Strategy
The Nordlys underwent 18 months of refit time before setting sail for her maiden
voyage after relaunch in September 2015. Professional shipwrights worked together
with volunteers to renew and stiffen weakened parts of the hull and deck.
New compartments for crew accommodation and galley space were installed
during this time. The cargo hold was enlarged to load 28m 3 of freight allowing for a
direct port to port turnover of products. The traditional fore and aft ketch rig has
been kept as this is the optimum rig for sailing along the European coasts.
Nordlys has then undergone 2 further refit periods in December 2015 and in November
2016 due, in part, to an incident on her maiden voyage, where she was
struck by a fishing vessel (The fishing vessel was at fault and insurance has paid
out for the damage caused but not for the company losses resulting from being out
of service). However these refit periods are also part of a planned program to totally
restore the almost 150 years old vessel to perfect condition. Part of this program
is a yearly refit program to survey and change all structural members like: frames,
stems, deck beams, planking, stringers and deadwood to new condition. A start
has been made in winter 2015-2016 with the midship section. During the winter
2016-2017 the forward section is on the program. And finally in 2017-2018 the aft
section will have her total refit. To ensure a maximum exploitation during the
spring, summer and autumn months, an extensive sailing and trading program
will be carried out.
2.4 Example Route
An example of sail trading with Nordlys would be
sailing south from Bergen, Norway with a cargo of
‘Stockfish’ bound for Lisbon, Portugal following a
route north of the British Isles or through the North
Sea and English Channel depending on the wind
direction and local weather patterns. From Portugal,
port wine and olive oil would be loaded for merchants
in Bristol, England where a diverse range of
organic English ales offer high potential for markets
in Brittany, France. Biodynamic French wine could
be loaded in Douarnenez to be transported to distributors
of ecological produce in Hamburg, Germany.
The ship would then sail back to Norway with organic
foodstuff and complete the circuit.
- 6 -

3 The Fairtransport Ships
3.1 The Tres Hombres
The sailing general cargo brigantine Tres Hombres is the first ship, pioneering the
new era of Sail Cargo. Started with the intention of being a pilot project to break
open markets for sail cargo and generate goodwill on behalf of emission free shipping
worldwide. She has been an exemplary model for the existing possibilities for
sustainable shipping, and the ever expanding future of sail cargo ahead. The Tres
Hombres is brigantine rigged and has a cargo capacity of 35 ton. Outfitted with 2
double passenger cabins and room for 8 trainees and 5 professional crew, she is
easily handled in her current operations. She is formed from a composite hull,
wood planking on steel frames, and her fine hull was one of the first in history to
be tank tested for hydrodynamic properties. She is a fast and reliable ship with
consistently fast ocean crossing times and has expanded the Fair Transport market
with low operating costs. Her successes over the past 10 years indicate positive
opportunities for other vessels.
- 5 -

3.2 The Nordlys
The Nordlys, at 48 tons and 25m LOA, is a prime example of an English working
craft. Built in 1873 in Yarmouth, the Isle of Wight, UK she was originally intended
as a sailing trawler to fish in the English Channel. The trawlers of this era were
influential in the development of English fishing vessels. Their design was adopted
by shipwrights around Britain who had orders for sturdier vessels capable of making
longer trips further from the coasts then the smaller open boats could manage.
Her early history is unknown but appears on Norwegian registry in 1927 when
she was engaged as a sand carrier and general cargo in summer and hauling bulk
Herring in winter. Since 1985 the Nordlys was used as a motor coaster hauling
brick and sand through the Fjords of Norway. Her previous owner, made aware of
the importance of maintaining sustainable shipping options, sold the ship with the
hopes that a shipping company could be formed to refit the old vessel and put her
to service hauling cargo in Europe.
- 6 -

4 SWOT Analysis
- 7 -

5 Marketing Plan
5.1 Features and Benefits
The Nordlys is one of the few sailing cargo vessels operating in the world. Because
of her relatively small cargo capacity she would not be viewed as competition to
the maritime industry but would offer a very sought after sustainable alternative
to modern shipping. Producers of high quality organic products can maintain
their company policies through the transportation process to the market, essentially
proving to their customers that shipment conditions are important for their
own marketing.
5.2 Promotion
Promotion through public engagement and outreach
There is a large and growing public interest in the Nordlys, along with the Fairtransport
Foundation, and Fairtransport Shipping and Trading which is fed
through networking, updates via our websites and social media. The Fairtransport
founders and staff regularly present the Fairtransport concept and the progress of
the Fairtransport fleet of ships at various events worldwide.
Media Promotion
At every port we aim for Nordlys to be greeted by the local and national press to
spread our story. Prior to arrival our marketing team produce press releases and/
or social media stories to be shared across our extensive networks. The ship also
has many opportunities to attend harbour festivals and Tall Ship events and is
linked in personally to networks of port staff, mariners, producers and distributors.
Merchant sail is an interesting topic for the media and is regularly picked up
in the press due to the rapidly growth of organic (biological) and fair-trade products.
Cross Promotion
Cross promotional happens when producers adopt the Fairtransport stamp and
include it in their labelling to indicates that an individual product has been shipped
on the Nordlys in a ‘fair transport’ way allowing customers to become aware
of its clean sail transportation and build awareness of our sail cargo concept. The
ship can also hold tastings onboard for honored guests or business representatives,
in our homeport or in the places we visit throughout the sailing season, to
sample the products carried by the ship thereby introducing them to the concept.
5.3 Fairtransport Shipping Cargo Dept
The agencies’ shipping department handles the cargo contracts and arranges
freight for sustainable shippers such as the Nordlys Shipping Company and the
Tres Hombres Shipping Company. Through successful business contracts, awareness
has spread through our promotion through our media channels and by the
powerful word of mouth. The department also actively works to find new clients
through our networks and outreach activities.
- 8 -

6 Operational Plan
6.1 Management and Organisation
The Nordlys Shipping Company is owned by a group of shareholders who have
invested into the refurbishment and utilisation of the sailing vessel Nordlys. The
ship’s operations and management will be executed by the general agent Fairtransport
Shipping BV. The agent will handle the external business of contacting
the customers and issuing the contracts. The agent will also organize the crew, inform
the media, book the trainees and explore new trade relations. The shareholders
will remain in control of the ship to the extent that their electoral powers allow
them. The Captain will execute the daily business.
- 9 -

6.2 Personnel Plan
The Nordlys will carry 5 professional crew (Skipper, Mate, Cook, 2 Deckhands) at
all times and offer berths for up to 4 more. These berths will be reserved for paying
persons, hereinafter referred to as ‘trainees’, who are stepping aboard for a learning
experience at sea. A full training program will be offered to them including
lessons on navigation and general seamanship. The trainees will be expected to
help as much as possible in the day to day ship duties which may naturally push
their personal boundaries are in no way obligated to do anything outside their
comfort zone.
The Captain’s within the Fairtransport network have extensive experience aboard
traditionally rigged vessels and a thorough understanding of the business model.
The Captain aboard is ultimately responsible at all times for the well being of the
ship and crew both at sea and in port. The Captain also manages the ship’s ‘in port’
business by receiving clients who wish to join the ship and attending to the press.
He or she will use every facet of their skill, knowledge and experience of ship
handling and safe passage planning to undertake the movement of cargoes and the
safekeeping of the crew, trainees and guests.
The Mate is an experienced and responsible officer. He or she is well versed in the
arts of traditional and electronic navigation. He or she has the the people management
skills to issue clear instructions and offer training and comfort to the rest of
the ship’s company. They are also responsible for the continuing maintenance of
the vessel, execution and delegation of work parties the inventory of hardware.
The cook is responsible for the
preparation of the food and the
provisioning of the ship. In port
the cook arranges the supplies
needed for the next voyage with
attention to nutrition and duration.
At sea he or she will participate
in the sailing maneuvers when
extra hands are needed, so familiarity
with the ship’s operations
will be incorporated into their
training.
The two deckhands "know the
ropes" and will assist the Master
and Mate in all ships work. Usually
this are sailors who gained their
experience through working their
way on other traditional sailing
vessels or during one or more of
the refits of Nordlys or Tres Hombres.
Apart from having acquired
the arts of seamanship like: reef,
steer and work the jib boom, they
are selected for their teaching
skills towards the trainees and
their representation of the ship in
port.
- 10 -

7 Financial Plan
7.1 Exploitation Plan
Nordlys started trading in the autumn of 2015. The general agent (Fairtransport Shipping
B.V.) has forecasted the costs for Nordlys based on experience from exploitation
of the Tres Hombres. On the revenue side, forecasting the income is always difficult in
an emerging niche-market, what sailing cargo transport still is. Since trading distances
are slightly lower than Tres Hombres her routes, we decided to calculate with a
higher cargo fee than paid to Tres Hombres. The trainee fees we ask for are comparable
to the Tres Hombres, but still low compared to the fees charged in the general
charter market. To forecast the amount of cargo carried and the amount of berths for
trainees filled, we had the advantage we could have a close look at the historical data
of the past years of exploitation of Tres Hombres. Here we saw a clear pattern of a
growing demand throughout the first three years of operation. Analyzing this growth
of demand we found out that this followed closely the growing popularity of the sailing
cargo movement. With current circumstances: new players in the market, more
companies bound to sustainability and a global shift towards fair business, we can
expect another raise of interest in products carried by sailing vessel. This is the reason
we decided to make a financial plan outlining an estimation of the numbers for the
years 2017, 2018 and 2019.
The below revenue calculations are depending on the number of available sailing
days, miles covered carrying cargoes and trainees, and the capacity utilization. Because
refit periods will be shorter throughout the years, every year the sailing season can
be extended. With longer sailing seasons more miles can be covered, increasing revenue.
On the other side with the rising popularity of the Nordlys as another ambassador
for Fairtransport, combined with the rise of popularity of the sailing cargo ship
market as a whole, the cargo capacity and number of berths will be better utilized. To
keep a certain amount of safety in the calculations we decided to calculate the utilization
percentage rather low. This means we begin with the cargo utilization at 50% in
2017, gradually rising to 60% in 2019. For the trainee utilization we have calculated a
faster growth in revenue, since it is a more established "industry": starting in 2017
with 75% moving to a comfortable ceiling of 85% in 2019. Mostly due to the extensive
refit costs we prepare for a slight loss in 2017, almost break-even in 2018 and a profit
in 2019.
- 11 -

- 12 -

7.2 Investment Plan
The Nordlys has been refitted, classified and fitted out for trading during the period
of winter 2013 to autumn 2015. The cost breakdown of this period, and the investments
made, are shown in the table below. The Nordlys was refitted at the Fairtransport
headquarters in Den Helder, the Netherlands. The headquarters are located
on Willemsoord, the former Royal Dutch Navy shipyard, which is currently operated
as a museum harbour, whereby residents can make use of the available refit facilities
and workshops.
- 11 -

7.3 Finance Plan
In 2014 the Nordlys Shipping Company started with the process of attracting finance
for the project. In this process the company was and is assisted by her general agent
Fairtransport Shipping B.V.. This general agent, had by that time, the advantage of a
fairly good experience and credibility at these matters of ships finance, gained
through the campaign and exploitation of Tres Hombres. This fact showed in the rather
fast pace the first batch of shares were sold. In later years it became apparent that
the total capital had to be raised and fixed at 500 shares of E 1.000,= each. Currently
(February 2017) 291 of these shares have been sold and placed. Another 23 shares
have been given out in equity to the contractors who were involved in the first refit
years. The remaining capital of 186 shares has been borrowed from the different Fairtransport
entities.
A new campaign has now launched to find more sustainable financiers or entrepreneurs,
like you, to join the fairtransport revolution. Your investment enables the repayment
of this capital loan from Fairtransport businesses. This capital can then be
further invested in cargo for Fairtransport ships thus further benefitting Nordlys
Shipping company.
- 12 -

8 Becoming a shareholder
8.1 Can I purchase more than one share?
Yes. The reason that the shares are valued at € 1,000 is that it is easy to purchase
the amount of shares that you can afford. There are many people who have invested
with more than one share in both Tres Hombres and Nordlys. The more
shares you own, the more dividend you can earn when the vessel is making a profit.
8.2 Become a shipowner now!
Fill in and sign two enclosed forms and send with a copy of your passport to Fairtransport.
When your application is accepted by the Nordlys Shipping Company,
the bank number where the share value has to be deposited will be sent to you.
After you have paid you will be named an official shareholder of the Nordlys Shipping
Company. From this moment on you will be kept up to date regarding the
results of the operation of the Nordlys. You are welcome to join us during the annual
refit period and sail along with Nordlys. As soon there are enough investors,
the selling of shares will stop. So first come, first served. Fill in the form and join
us today!
Appendices
A) Contacts and Addresses
Fairtransport Shipping BV
Willemsoord 73
1781 AS Den Helder
The Netherlands
Tel: 0223 683 516
Email: info@fairtransport.nl
B) Shareholders Deed
Shipping Company= a company with multiple partners or owners.
SA= Société Anonyme = Limited Company.
General Agent = Fair Transport Shipping BV (hereafter referred to as agent).
Shareholder= a partial owner of the shipping company.
Name and Headquarters
Article 1
The shipping company bears the name: Nordlys Shipping
Company SA and is a legal Panamanian SA.
Its management is located in Panama.
Purpose
Article 2
The shipping company goals:
- 15 -

a) The refit and ownership of the Ketch “Nordlys”.
b ) Operation by charter and commercial contract of the ketch "Nordlys" hereinafter referred
to as " the ship".
c ) Engaging with the acquisition, management and operation of the ship-related securities.
d ) All that pertains to the above relation, or in the broadest sense of the word.
Duration
Article 3
The shipping company is indefinite.
Management
Article 4.
The daily management and administration of the Nordlys Shipping Company SA will be carried
out by the Captain. The shore-side management will be handled by the general agent
Fairtransport Shipping BV.
Acquisition and ownership
Article 5
a) The maximum number of shares is 300 (three hundred).
b ) The shares held by partners will be numbered from 1 to 300.
c ) The shares have a nominal value of one thousand euro (Euro 1,000.00 ) per part.
d) Acquisition of the shares is done in cash to the amount directed by the general agent.
e ) To assess the Nordlys Shipping Company can issue shares to (legal) persons in return for
services rendered in respect to labor, knowledge and diligence.
f) Any partner holds the amount credited for his contribution to the capital account in the
books.
g) The value of the company is owned by the shareholders. Between the shareholders it is considered
a shared ownership.
Accession
Article 6
1) Accession of new partner (including replacement of a share) can happen only after prior written
permission from the agent. The agent can not refuse its consent unreasonably.
2 ) A new partner (replacement of a shareholder) must, as a condition for admission, subject to
the provisions of this Agreement, or the provisions subsequently agreed at the foot of this deed.
Representation
Article 7
A) The shipping company is represented by the agent and the captain, they represent
the shareholders in and out of court, provided, however, only within the limits of the
aforementioned goals in the shipping company.
B) The agent and captain, to this end: in their knowledge, labor and industry, to such extent as
is required for the proper management and proper operation of the ship is sufficient.
C ) The responsibilities are divided as follows but not limited to:
i) The agent:
a) Communication and correspondence with the ship, agents, customers, crew and
shareholders.
b ) Market monitoring, scheduling and routing.
c ) processing of the accounting and budget.
d ) support vessel chartering and trading.
e ) Organisation of shareholders meeting.
- 16 -

ii) The Captain:
a) The optimal maintenance and seaworthiness of the ship .
b ) An adequate and sensible knowledge of the equipment, loading and victual of the
ship.
c ) The most favorable trade route sailed, taking into account freight markets,
prevailing winds, storms and seasons, security and the highest possible yield.
d ) The voyage planning and safety of navigation at sea with consideration of
adequate log, lead and lookout.
e ) the orderly administration of the log and all income and expenditures of
the ship .
D ) In case of disagreement between the agent and the captain, they both have the right to call a
shareholders meeting to force a resolution.
E ) An agent is appointed at the founding of the shipping company. He can immediately voluntarily
resign after finding an appropriate successor or upon prior notice to the shipping company
of six months. Moreover he can be fired at direct notice by a majority of votes of at least
three/fourths of all votes cast at a shareholders meeting. The agent may also be excused by action
through the court proving incapacity or gross negligence. By common votes from the
shareholders the Captain can assume the agents responsibilities.
Shareholders Meeting
Article 8
A) A shareholders meeting can be called when the agent or at least 25% of the shareholders
wish.
B ) One person designated by the representative agent shall act as chairman of the meeting.
C ) The calls made in writing or by email, over a period of at least fourteen days prior with an
invitation detailing the topics to be discussed.
D ) The minutes shall be kept by a secretary appointed by the chairman of the meeting.
E ) Shareholders can be represented by another party provided prior agreement. This representative
can only represent one shareholder. The agent can represent an unlimited number of
shareholders.
F ) All decisions are subject to the other provisions of this act, passed by majority vote.
G ) for each share a shareholder owns, a separate vote may be cast.
H ) If a vote concerns choosing between individuals and the vote is a draw a second vote can be
undertaken. If the second vote is a draw a third vote will be done between the two highest winners.
I) The shareholders meeting may at any time decide to amend the articles and by decision of
the shareholders with a majority of three / fourths of all votes cast. Included with the invitation
of the meeting will be the shareholders text proposal on the aforementioned amendment.
J) The agent can take decisions outside the meeting for which the following:
i) The proposal that should be decided shall be sent in writing or by email by the agent
to all shareholders, with reasons and arguments. In respect of the proposal concerned
the clients to react in positive or negative sense, which if negative response to the proposal
in writing by the shareholder after sending e-mail within one month after the
argument is given, thus also a possible revision proposal will be taken into account.
ii ) A decision is then taken out of the meeting if the majority of the votes to be cast is
positive as defined above.
iii ) If any shareholders within the period of one month referred to above has not responded
or the response is not received by the agent in writing, it will be considered a
positive vote and held responsible by the shipping company for approval.
K) The proposal to the shareholders must be executed by the agent in a manner appropriate of
the importance of the amendment.
- 17-

Death of one of the shareholders
Article 9
A) If a shareholder dies, the one who receives the shares of the deceased owner inherits all
the rights of the previous shareholder especially relating to capital. If the shares of the deceased
shareholder is obtained by more than one person and shared jointly the agent will appoint a
representative as provided for in paragraph B below, and in the manner described there.
B ) If a share in the shipping company is in joint ownership of several shareholders they may
elect a third party representative to the agent in writing.
C ) In the period from the death of the shareholder until the time that the statement referred to
in paragraph B of this Article is received by the agent, the voting rights attached to the securities
of the deceased shareholder will be suspended, provided that the voting rights is considered
by the remaining shareholders.
Financial year
Article 10
The deal done coincides with the calendar year.
Balance sheet, profit and loss account
Article 11
Every year at the end of the financial year, together with any termination of the shipping company
in the course of the financial year, will close the books of the shipping company. Within
six months the agent will prepare a balance sheet and a profit and loss account.
A) The balance sheet and profit and loss account are explained by the agent of the owners of the
shareholders of the shipping company meeting within six months after the end of the financial
year.
B ) The balance sheet and profit and loss account shall be sent two weeks before the previously
held, in paragraph 2 of this Article the said meeting to all shareholders for information .
C ) If any shareholders present at the mentioned above in paragraph 2 or not represented, and
shareholder listed within the period of fourteen days referred to are any objections to the aforementioned
balance sheet and profit and loss account has submitted a written statement giving
the balance sheet and profit and loss account for some shareholders held for approval.
Compensation agent
Article 12
The agent has an annual base fee based on the partitions between the company Nordlys SA and
the agent contracted.
Profit Sharing
Article 13
A) Shareholders shall have the right, when booking a passage on the ship (for themselves or for
a third party ), up to 10% discount for each share they own. However, up to one month prior to
departure of their place may be taken by a full-paying passenger.
B) The profit of the shareholders is determined at the end of the year after the balance sheet
and profit and loss account have been established. This profit sharing is either paid or reserved,
depending release by the agent, and accepted or rejected unanimously by the shareholders.
C) Dividend from the profit can be taxed individually for each shareholder.
D) Since the Nordlys Shipping Company S.A. is a limited liability company, shareholders are only
liable up to the amount that is already paid for participation.
- 18 -

Retirement , transfer and non-participation
Article 14
A) A shareholder can only sell their shares with written permission of the agent.
B) A shareholder can terminate their participation by:
i) In the event of bankruptcy, insolvency or if a legal person, dissolution, on the date of
the application for suspension of the bankruptcy or the decision to dissolve .
ii) by transfer of the share in accordance with paragraph C of this Article .
iii) a decision of the shareholders taken by a majority of at least two/ thirds of all votes
cast, due to an important reason.
C) In case shareholders are part pursuant to paragraph B (ii) of this section wishes to sell his
share can put it up for sale can send an official sealed request to the agent. If the agent replied
that he wishes to acquire the share, the purchase price between the parties will be determined
by mutual agreement. If within thirty days, it has not led to an agreement in respect of the purchase
price, after the part was offered to the agent this consultation and the agent communicates
not want to proceed with the purchase, the shareholder has the right to put the share up
for sale for a period of one year starting directly one month after negotiation with the agent.
The shareholder may not sell their share at a lower price then the agent has bid. An acquisition
by a third party as referred to above, in which the stipulations to be taken into account client in
Article 5 is opposite the agent , if and when it is approved in writing by the Agent, which notice
shall contain at least the name of the buyer, as well as his address and place of residence and
the purchase price for which the part is sold. The agent is responsible for the endorsement of
the acquisition in the books of the shipping company.
D ) In the event of retirement at paragraph B (i) and (iii) the departing shareholder has shares
valued as recorded in the company accounts as well as in the reserve capital at the date of retirement.
The Agent is irrevocably authorized to perform all acts which aim at the shareholders
in respect of the retiring shareholder and the remaining shareholders should come together to
produce the money.
Termination of Shipping Company
Article 15
A) The shipping company may be dissolved by a decision from the shareholders with a majority
of at least two / thirds of all votes cast .
B ) At the termination of the shipping company the shareholders are entitled to the value of
their shares capital which is currently
in the books of the company.
C) If the company terminates its
business the shares will be liquidated
by the agent . As soon as possible
The provisions of Article 7 remains
during liquidation.
D ) In case of liquidation, the shareholders
do not have the right to
retain the name of the shipping
company unless permission is given
by the other shareholders.
E) Liquidation profit is distributed
in proportion to the number of
shares held. The liquidation loss is
carried to the limit of the amount of
their participation. A shareholder
never needs to pay more than the
value of the shares purchased.
- 19 -

C) Specifications
SPECIFICATIONS S.V. NORDLYS
Name:
Nordlys
Vessel type:
Ketch rigged trading smack
Owner: Nordlys Shipping Co, Willemsoord 73, 1781 AS, Den Helder, NL
Callsign:
YJTS2
Year built: 1873 (Conversion 2014)
Material:
2 inch pine on oak, galvanized metal fastenings
Certification: Cargo ship safety certificate (to be obtained before sailing)
Gross tons: 47.63
Net tonnage: 23.39
Length on deck:
19.9 meters
Beam:
5,4 meters
Draught, stern:
3 meters
Draught, forward:
1.5 meters
Air draught:
23 meters
Sails: Flying jib, Jib, Staysail, mainsails, main topsail, Mizzen, Mizzen to sail
Sail area:
290 m2
Generator:
22 Kwa
Navigation:
GPS, Compass, Radar, AIS, Gyro compass
Communication:
VHF-DSC, GMDSS Navtex, 2 handheld VHF’s
Safety gear: 12 persons raft (viking), 12 lifejackets, 2 life rings, EPIRB, SART,
Wooden rowing tender
Fire fighting gear: 2 inch fire pump (capacity 260 ltr minute), 3 extinguishers
Cargo capacity:
25-30 m3
Hatch size:
270cm x 270cm
Fresh water:
750 liter
Accomodation: Aft 3 bunks, forward 8 bunks, mess room and galley
Crew: Maximum 9
- 20 -

D) Sail & Line Plans
This business plan has been composed with the truest of intentions. It has been drafted with the most accuracy possible,
however it may be the case that figures or timelines do not follow exactly as printed here.
Fairtransport thanks you for your understanding.
- 21 -

Photos used in this business plan stem from a myriad of photographers from over the years of the Tres Hombres build &
operation, as well as personal photos from the previous owner of Nordlys IV.
Fairtransport wishes to thank all of our past crew & partners for the use of their photos in this document.
- 22 -

Fairtransport Shipping
Willemsoord 73
1781 AS Den Helder
Netherlands
Second edition Jan. ‘17