Company Presentation Initial Public Offering 1 October 2013 Joint Lead Managers and Bookrunners
Important notice about this presentation This confidential presentation has been produced by Western Bulk ASA (the "Company"), and may not be reproduced or redistributed, in whole or in part. Neither this presentation nor any copy of it may be distributed in the United States, Canada, Australia or Japan. The distribution of this presentation in other jurisdictions may also be restricted by law and persons into whose possession this presentation comes are required to inform themselves about and observe any such restrictions. This presentation is strictly confidential, has not been reviewed or registered with any public authority or stock exchange. To the best of the knowledge of the Company and its board of directors, the information contained in this presentation is in all material respect in accordance with the facts as of the date hereof, and contains no material omissions likely to affect its importance. However, no representation or warranty (express or implied) is made as to, and no reliance should be placed on, any information, including projections, estimates, targets and opinions, contained herein, and no liability whatsoever is accepted as to any errors, omissions or misstatements contained herein, and, accordingly, neither the Company nor any of its group companies or any such entities' board members accepts any liability whatsoever arising directly or indirectly from the use of this presentation. No shares or other securities are being offered pursuant to this presentation. This presentation does not constitute an offer to sell or form part of, and should not be construed as, an offer or invitation for the sale or subscription of, or a solicitation of an offer to buy or subscribe for, any shares or other securities in any jurisdiction, nor shall it or any part of it or the fact of its distribution form the basis of, or be relied on in connection with, any offer, contract, commitment or investment decision relating thereto, nor does it constitute a recommendation regarding the securities of the Company. Investors should not subscribe for or purchase any shares or other securities referred to in this presentation, except on the basis of information, and subject to the conditions set forth, in the prospectus expected to be published in connection with the contemplated transaction described herein. This presentation is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). This presentation and the information contained herein are not an offer of securities in the United States (within the meaning of Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”)). The securities to which these materials relate have not been registered under the Securities Act, and may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act. This presentation is not for distribution in the United States, except in certain circumstances to Qualified Institutional Buyers ("QIBs"), as defined in rule 144A under the Securities Act. The distribution of this presentation may also in other jurisdictions be restricted by law. Accordingly, this presentation may not be distributed in any jurisdiction except under circumstances that will result in compliance with applicable laws and regulations. The Company require persons in possession of this presentation to inform themselves about, and to observe, any such restrictions. This presentation includes forward-looking statements that reflect the Company's current views with respect to future events and financial and operational performance; including, but not limited to, statements relating to the Company's business and the implementation of strategic initiatives as well as other statements relating to the Company's future business development and economic performance. These forward-looking statements can be identified by the use of forward-looking terminology; including the terms "assumes", "projects", "forecasts", "estimates", "expects", "anticipates", "believes", "plans", "intends", "may", "might", "will", "would", "can", "could", "should" or, in each case, their negative, or other variations or comparable terminology. These forward-looking statements are not historic facts. They appear in a number of places throughout this presentation and include statements regarding the Company's intentions, beliefs or current expectations concerning, among other things, goals, objectives, financial condition and results of operations, liquidity, outlook and prospects, growth, strategies, capital resources and capital expenditure and dividend targets, and the industry trends and developments in the markets in which the Company operates. Recipients of this presentation are cautioned that forward-looking statements are not guarantees of future performance and that the Company's actual financial position, operating results and liquidity, and the development of the industry in which the Company operates may differ materially from those contained in or suggested by the forward-looking statements contained in this presentation. The Company cannot guarantee that the intentions, beliefs or current expectations upon which its forward-looking statements are based will occur. It should be understood that subsequent developments may affect the information contained in this presentation, which neither the Company nor its advisors are under an obligation to update, revise or affirm. The contents of this presentation are not to be construed as financial, legal, business, investment, tax or other professional advice. Each recipient should consult with its own professional advisors for any such matter and advice. By attending this presentation you acknowledge that you will be solely responsible for your own assessment of the market and the market position of the Company and that you will conduct your own analysis and be solely responsible for forming your own view of the potential future performance of the businesses of the Company. This presentation is not a prospectus, disclosure document or offering document and does not purport to be complete. This presentation speaks as of 1 October 2013. Neither the delivery of this presentation nor any further discussions of the Company with any of the recipients shall, under any circumstances, create any implication that there has been no change in the affairs of the Company since such date. The Company does intend to, and will not assume any obligation to, update this presentation or any of the information included herein. ABG Sundal Collier Norge ASA, Pareto Securities and Swedbank First Securities are acting exclusively for the Company and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, or for advice in relation to the contemplated transactions discussed herein, the contents of this presentation or any of the matters referred to herein. This presentation is subject to Norwegian law, and any dispute arising in respect of this presentation is subject to the exclusive jurisdiction of Norwegian courts. 2
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