Odfjell SE Annual Report 2012

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shareholder information Odfjell’s aim is to provide a competitive long-term return on investments to its shareholders. The Company emphasises an investor-friendly dividend policy based on financial performance, current capital expenditure programmes and tax positions. The Company’s goal is to provide semi-annual dividend payments. We comply with the Code of Practice for reporting and information advised by Oslo Børs. SHARE PERFORMANCE At the end of 2012 the Company’s A shares were trading at NOK 24 (USD 4.29), down 33.3% from NOK 36 (USD 5.99) at year-end 2011. The B shares were trading at NOK 22.7 (USD 4.06) at the end of 2012, down 35% from NOK 35 (USD 5.89) 12 months previously. By way of comparison, the Oslo Stock Exchange benchmark index increased by 15%, the marine index by 20% and the transportation index by 29% during the year. The market capitalisation of Odfjell was NOK 2,056 million (USD 368 million) as per 31 December 2012. Given the poor 2012 results and the uncertainties in the markets going forward, the Board does not recommend payment of ordinary dividend for 2012. TRADING VOLUMES In 2012 about 20.4 million Odfjell shares were traded, spread over 11.2 million A shares and 9.2 million B shares. This represents about 24% of the issued and outstanding shares. At year-end 2012 Odfjell had outstanding 65.7 million A shares and 21.1 million B shares. SHAREHOLDERS At the end of 2012 there were 1,295 holders of Odfjell A shares and 534 holders of Odfjell B shares. Taking into account shareholders owning both share classes, the total number of shareholders was 1,534. INVESTOR OWNERSHIP 57.1% of the Company’s A shares and 44% of the B shares were held by international investors at the end of the year, equivalent to 54% of the total share capital. SHAREHOLDER PROGRAMME At the end of 2012 the Odfjell Group did not own A shares or B shares. Per 13 March 2013, Odfjell SE owns 5,891,166 A shares and 2,322,482 B shares as treasury shares. The Extraordinary General Meeting on 2 October 2012 authorised the Board of Directors to acquire treasury shares of up to 10% of the Company’s outstanding shares, at a minimum price of NOK 2.5 (par value) and a maximum price of NOK 250 per share. This authorization expires on 2 April 2014. INVESTOR RELATIONS Provision of accurate and timely information is of vital importance in order to create credibility and confidence. Our policy is to provide the market with all relevant information in line with regulations and the recommendations from Oslo Børs. We attach great importance to ensuring that shareholders receive swift, relevant and correct information about the Company. Our aim is to provide a shareprice developement versus osebx shareprice developement versus transportation index 120 100 80 60 40 20 120 100 80 60 40 20 0 0 08 09 10 11 12 13 08 09 10 11 12 13 Odfjell A share Oslo Børs Benchmark Index Odfjell A share Oslo Børs Transportation Index 108 odfjell annual report 2012
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 102 under Corporate Governance. earnings per share NOK 20 15 THE FINANCIAL CALENDAR FOR 2013 IS AS FOLLOWS: 6 May 2013 Annual General Meeting 7 May 2013 Q1 Report 23 August 2013 Q2 Report 14 November 2013 Q3 Report 13 February 2014 Q4 Report 10 5 0 -5 -10 -15 03 04 05 06 07 08 09 10 11 12 SPECIAL INFORMATION FOR NORWEGIAN SHAREHOLDERS Under the tax reforms 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 (RISK adjustment). This system was discontinued as from 1 January 2006. However, the RISK adjustments for previous years still apply. Earnings per share Please see information on www.odfjell.com for further information on the RISK adjustment. Please see note 33 for overview of the 20 largest shareholders. share capital history YEAR EVENT amount in NOK share capital AFTER EVENT 1914 Established 517 500 517 500 1969 Capitalisation bonus issue 382 500 900 000 1969 Merger with A/S Oljetransport 900 000 1 800 000 1981 Capitalisation bonus issue 1 800 000 3 600 000 1984 Capitalisation bonus issue 3 600 000 7 200 000 1985 Merger with Skibsaksjeselskapet Selje 3 320 000 10 520 000 1985 Merger with Odfjell Tankers & Terminals A/S 2 000 000 12 520 000 1985 Capitalisation bonus issue 6 260 000 18 780 000 1986 Public offering 9 390 000 28 170 000 1986 Capitalisation bonus issue 2 817 000 30 987 000 1988 Capitalisation bonus issue 6 197 400 37 184 400 1989 Capitalisation bonus issue 7 436 880 44 621 280 1989 International private placement 10 000 000 54 621 280 1990 Capitalisation bonus issue 54 621 280 109 242 560 1994 Capitalisation bonus issue 109 242 560 218 485 120 2000 Private placement 49 267 340 267 752 460 2001 Redemption of treasury shares (13 657 500) 254 094 960 2002 Redemption of treasury shares (25 409 490) 228 685 470 2003 Redemption of treasury shares (11 763 100) 216 922 370 2004 Share split 2:1 0 216 922 370 2005 Share split 2:1 0 216 922 370 2006–2012 No events 0 216 922 370 109 odfjell annual report 2012
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ANNUAL REPORT odfjell 2012
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Mission statement Odfjell shall be
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LEADING Logistic service provider f
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27.07 Odfjell decided to do a tempo
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odfjell management group JAN ARTHUR
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and Jannicke Nilsson. The Audit Com
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Finally, we also have a 50/50 joint
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to reduce the Company’s exposure
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Development of new and yet untapped
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odfjell group financial statement O
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odfjell group statement of cash flo
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odfjell group evaluations. Further
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odfjell group by the lessor are cla
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odfjell group include cash in hand
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odfjell group consolidated financia
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odfjell group Note 4 Financial Risk
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odfjell group Derivative financial
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odfjell group Held for sale liabili
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odfjell group Specification of defe
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odfjell group The major categories
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odfjell group Note 11 Intangible as
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odfjell group Note 14 Government gr
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odfjell group Note 19 Voyage expens
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odfjell group The guidelines for sh
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odfjell group The table below summa
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odfjell group Name A shares B share
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odfjell group Odfjell SE has entere
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odfjell group (USD 1 000) Per 15 Au
Page 57 and 58: odfjell se statement of financial p
Page 59 and 60: odfjell se Note 3 Derivative financ
Page 61 and 62: odfjell se Note 4 Long - term debt
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Page 65 and 66: odfjell se Maturity receivables as
Page 67 and 68: odfjell se 20 largest shareholders
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Page 75 and 76: Gram CO 2 per tonne transported 1 k
Page 77 and 78: Energy-saving campaign In 2012 an i
Page 79 and 80: Following the incidents at OTR, inv
Page 81 and 82: fleet distribution (chemical tanker
Page 83 and 84: ships are used for the most special
Page 85 and 86: chemical and plastic metal commodit
Page 87 and 88: operating out of Sao Paulo, Brazil,
Page 91 and 92: estimation of world seaborne ethyle
Page 95 and 96: 5.3 MILLION cbm storage capacity 2
Page 97 and 98: Rotterdam’s main shipping artery
Page 99 and 100: current capacity is 365,000 cbm in
Page 101 and 102: employees 1 881 Ship crew Internati
Page 103 and 104: Power of Attorney to the Board of D
Page 105 and 106: THE WORK OF THE BOARD OF DIRECTORS
Page 107: The Board shall ensure that the Com
Page 111 and 112: in short-term interest rates, inter
Page 113 and 114: LPG/Ethylene carriers Year built DW
Page 115 and 116: offices and aDdresses MAIN OFFICE O
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Odfjell SE Annual Report 2012

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