OFFER DOCUMENT. Voluntary Offer to acquire all outstanding shares in. made by. AS Consensio. Offer Price: NOK 5.50 per share with settlement in cash

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1 OFFER DOCUMENT Voluntary Offer to acquire all outstanding shares in made by AS Consensio Offer Price: NOK 5.50 per share with settlement in cash Offer Period: From and including 29 June 2018 to 13 July 2018 at 16:30 (CET) (subject to extension) THE OFFER IS NOT BEING MADE AND DOES NOT CONSTITUTE AN OFFER OR SOLICITATION IN ANY JURISDICTION OR TO ANY PERSON WHERE THE MAKING OR ACCEPTANCE OF THE OFFER OR SOLICITATION WOULD BE IN VIOLATION OF THE LAWS OR REGULATIONS OF SUCH JURISDICTION. OTHER RESTRICTIONS APPLY; PLEASE SEE THE IMPORTANT NOTICES UNDER IMPORTANT INFORMATION, AND SECTION 4.4 ( PROCEDURES FOR ACCEPTING THE OFFER ) AND ( RESTRICTIONS ) FOR MORE INFORMATION. Financial Advisor and Receiving Agent: Legal Advisor: 28 June 2018

2 IMPORTANT INFORMATION The meaning of all capitalized terms used in the following are set out in Chapter 8 below or, in some cases, directly in the text. The Offer Document has been prepared to reflect all terms and conditions of the Offer as per chapter 6 of the Norwegian Securities Trading Act. The Offer and the Offer Document have been reviewed and approved by Oslo Børs (in its capacity as the take-over authority of Norway) in accordance with section 6-14 of the Norwegian Securities Trading Act. Belships Shareholders (to whom the Offer is addressed) must rely on their own analysis of the Offer and should study this Offer Document carefully as basis for this and should furthermore, if necessary, seek independent advice concerning the Offer and this Offer Document. The distribution of the Offer Document does not imply, in any way, that the information included herein continues to be accurate and complete at any date subsequent to the date hereof. No person other than the Offeror is entitled or authorised to provide any information or make any representations in connection with the Offer (other than the information included herein). If any such information or representation is provided or made by any other person than the Offeror, such information or representation should not be relied upon as having been provided or made by or on behalf of the Offeror. This Offer Document and the Offer is governed by Norwegian Law. The Offer is directed to all Belships Shareholders who may legally receive this Offer Document and accept the Offer. Copies of this Offer Document will be distributed by ordinary mail to the Belships Shareholders who are registered in Belships' shareholder register in VPS on the date hereof except for Belships Shareholders resident in jurisdictions where this Offer Document may not be lawfully distributed. The Offer Document is available, free of charge, at the office of the Receiving Agent at the following address: Danske Bank Bryggetorget 4 P.O. Box 1170 Sentrum N-0107 Oslo Norway Fax: emisjoner@danskebank.com Danske Bank is acting as advisor to the Offeror and no one else will benefit from its advice in connection with the Offer. Consequently, Danske Bank will neither regard any other person (whether or not a recipient of the Offer Document) as its client in relation to the Offer nor provide the protections afforded to its clients to any other person or entity than the Offeror in connection therewith. The Financial Advisor has not and will not assume any responsibility to independently verify the information contained in the Offer Document and does not make any representation or warranty, express or implied, or accept any liability as to the accuracy or completeness of such information. Nothing contained in the Offer Document is, or shall be, relied upon as a promise or representation by the Financial Advisor. This Offer Document has been prepared in an English language version only. The Offeror reserves and may exercise the right to acquire Belships Shares outside the Offer before, during and after the Offer Period, provided that such transactions comply with applicable 2

3 laws and regulations. The Offeror will publicly disclose such purchases to the extent required by Norwegian and other applicable laws and in accordance with the procedures described in Section 4.6 ( Announcements and Amendments of the Offer ) below. RESTRICTIONS The distribution of the Offer Document and the making of the Offer may, in certain jurisdictions, be restricted by law. Therefore, persons obtaining the Offer Document or into whose possession the Offer Document otherwise comes are required to, and should inform themselves of and observe, all such restrictions. The Offeror and the Receiving Agent do not accept or assume any responsibility or liability for any violation by any person whomsoever of any such restriction. The Offer is not directed to persons whose valid acceptance thereof requires that further offer documents are issued in order to comply with local law or that registration or other measures (other than those required under Norwegian law) are taken in order for the Offer to be legal. No document or material relating to the Offer may be distributed in or into any jurisdiction where such distribution or offering requires any of the aforementioned measures to be taken or where it would conflict with any law or regulation of such a jurisdiction. In the event of such distribution or offering still being made, an Acceptance Form sent from such a country will be disregarded. The Offer Document does not represent an offer to acquire or obtain any securities other than Belships Shares. The Offer is not open to Belships Shareholders resident in jurisdictions where it is unlawful for any person to receive or accept the same. No action has been taken to permit the distribution of the Offer in any such jurisdiction. As of the date of the Offer Document, none of Belships shareholders registered in the VPS with an address outside Norway are, to the knowledge of the Offeror, resident in jurisdictions where the Offer may not be made. Notice to shareholders in the U.S. The Offer is made to Belships Shareholders resident in the U.S. The Offer is for the shares of a Norwegian company listed on Oslo Børs and is governed by Norwegian law. Norwegian law differs considerably from the corresponding United States regulations. Only a limited set of U.S. law applies to the Offer and the Offer Document. The applicable disclosure requirements of Norwegian law are different than those of the U.S. securities laws in certain material respects. The Offer is being made in reliance upon exemptions afforded by Rule 14d-1(c) under the U.S. Securities Exchange Act of 1934 (the Exchange Act ). The timing of payments, settlement procedures, and other procedural matters of the Offer are consistent with Norwegian practice, which differs from U.S. domestic tender offer procedures. Pursuant to an exemption provided by Rule 14 e - 5 of the Exchange Act, the Offeror may acquire, or make arrangements to acquire, Belships Shares, other than pursuant to the Offer, on or off Oslo Børs or otherwise, during the Offer Period, so long as those acquisitions or arrangements comply with applicable Norwegian law and practice and the provisions of such exemption. To the extent information of such purchases is required to be made public in Norway, such information will be disclosed by means of press releases or other means reasonably calculated to inform Belships shareholders resident in the U.S. In addition, the Financial Advisor may engage in ordinary trading activities in the Belships Shares which may include purchases or arrangements to purchase Belships Shares. It may be difficult for Belships Shareholders resident in the U.S. to enforce their rights and/or any claims they may have under U.S. federal securities laws as a consequence of Belships being a Norwegian company and the Offeror a company incorporated under the laws of Norway. Belships Shareholders resident in the United States may not be able to sue a foreign company in a foreign 3

4 court for violations of U.S. securities laws, and it may be difficult to compel a foreign company or its affiliates to subject themselves to the jurisdiction and judgment of a court in the United States. As used herein, the U.S. means the United States of America, its territories and possessions, any state of the United States of America, and the District of Columbia. Forward-Looking Statements The Offer Document contains certain statements about Belships and the Offeror that are or may be considered as "forward-looking statements." These can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements sometimes use words such as may, will, seek, continue, aim, anticipate, expect, estimate, intend, plan, goal, believe or other words of similar meaning. Examples of forward-looking statements include, among others, statements regarding Belships or the Offeror s future financial position, income, growth, assets, impairment charges, business strategy, leverage, payment of dividends, projected levels of growth, projected costs, estimates of capital expenditures, and plans and objectives for future operations and other statements that are not historical facts. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances, including, but not limited to, Norwegian domestic and global economic and business conditions, the effects of volatility in credit markets, market-related risks such as changes in interest rates and exchange rates, effects of changes in valuation of credit market exposures, changes in valuation of issued notes, the policies and actions of governmental and regulatory authorities, changes in legislation, the further development of standards and interpretations under International Financial Reporting Standards ("IFRS") applicable to past, current and future periods, evolving practices with regard to the interpretation and application of standards under IFRS, the outcome of pending and future litigations, the success of future acquisitions and other strategic transactions and the impact of competition all such factors being beyond Belships and the Offeror s control. As a result, actual future results may differ materially from the plans, goals, and expectations set forth in these forward-looking statements. Any forward-looking statements made herein speak only as of the date they are made. The Offeror disclaims any obligation or undertaking to release publicly any updates or revisions to any forwardlooking statements contained in this document to reflect any change in the Offeror s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. 4

5 TABLE OF CONTENTS 1. Summary of key terms of the offer Statement regarding the Offer Document Introduction and background for the offer Terms and conditions of the Offer Additional information on the Offer Description of Belships ASA Tax consequences Definitions and glossary of terms APPENDICES Appendix A: Appendix B: Belships Articles of Association Acceptance Form

6 1. SUMMARY OF KEY TERMS OF THE OFFER The following is a brief summary of the main terms and conditions of the Offer. The complete terms and conditions of the Offer are set out in Section 4 ( Terms and conditions of the Offer ): Offeror... Belships... Offer Price Blocking of tendered Shares. AS Consensio, a Norwegian private limited company with Business Registration Number and having its registered address at Strandveien 17, 1366 Lysaker. Belships ASA, see Section 6 ( Information on Belships ). NOK 5.50, see Section 4.1 ( Offer Price ). By delivering a duly executed Acceptance Form, each Belships Shareholder gives the Receiving Agent an irrevocable authorisation to block the Belships Shares to which the Acceptance Form relates in favour of the Receiving Agent. The Receiving Agent is, at the same time, authorised to transfer these Belships Shares to the Offeror against the payment of the Offer Price, times the number of Belships Shares to be transferred. See Section 4.4 ( Procedures for accepting the Offer ). Offer Period. From and including 29 June 2018 to and including 13 July 2018 at 16:30 CET, subject to extension. See Section 4.3 ( Offer Period ). Completion conditions. Long Stop Date. Settlement Acceptance binding. Amendments to the Offer... Governing Law and Jurisdiction Completion of the Offer is subject to several conditions being met or waived by the Offeror, see Section 4.2 ( Conditions for completion of the Offer ). 20 July 2018, subject to any extension of the Offer Period, being the date on which the Acceptants shall be released from their Acceptances if the Offeror has not announced that the conditions set out in Section 4.2 ( Conditions for completion of the Offer ) have been satisfied or waived, see Section 4.9 ( Settlement ). In NOK as soon as reasonably possible and no later than 14 calendar days after the date on which the Offeror has notified the Belships Shareholders that all conditions set out in section 4.2 ( Conditions for completion of the Offer ) have been satisfied or waived; see Section 4.9 ( Settlement ). The Acceptance is irrevocable, and may not be withdrawn, in whole or in part, once the Receiving Agent has received the Acceptance Form, see Section 4.4 ( Procedures for accepting the Offer ). The Acceptants will remain the legal owners of their Belships Shares and retain voting and other shareholder rights related thereto up to the Settlement Date. Subject to the approval of Oslo Børs, the Offeror reserves the right to amend the Offer, including the Offer Price, in its sole discretion at any time during the Offer Period, provided however that the Offeror may not amend the Offer in a manner which is disadvantageous to the Belships Shareholders, see Section 4.6 ( Announcements and Amendments to the Offer ). An Acceptance Form received by the Receiving Agent is binding even if the Offer Period is extended and/or the Offer is otherwise amended in accordance with the terms of the Offer. Acceptants who have accepted the Offer in its original form or with previous amendments will be entitled to any benefits arising from any such amendments. The Offer, the Offer Document and the Acceptance Form are governed by Norwegian law with Oslo District Court as legal venue for the resolution of disputes. 6

7 2. STATEMENT REGARDING THE OFFER DOCUMENT The Offer Document has been prepared by the Offeror in order to comply with Section 6-13, cf. Section 6-19, of the Norwegian Securities Trading Act and for the purpose of providing the Belships Shareholders with a basis for evaluating the Offer. The information about Belships included herein is based exclusively on Belships' public financial statements and other information in the public domain as at the date hereof. The Offeror has not independently verified the information regarding Belships which is included in this Offer Document. The Offeror does not assume any responsibility for the accuracy or completeness of, or any responsibility to update, the information regarding Belships included herein. 28 June 2018 For and behalf of AS Consensio Caroline Figenschou Tidemand Chairperson Kristin Tidemand Eckhoff Board member

8 3. INTRODUCTION AND BACKGROUND FOR THE OFFER 3.1 Introduction The Offeror hereby makes a Voluntary Offer to acquire all outstanding Belships Shares from time to time under the Offer Period on the terms and subject to the conditions and limitations set out herein and in the Acceptance Form. The Offer is made to all Belships Shareholders who can legally receive the Offer Document and accept the Offer. The Offer Price is NOK 5.50 per Belships Share and will be settled in cash upon completion of the Offer. The Offer Period is from and including 29 June 2018 to 13 July :30 (CET), subject to extension by up to a maximum of 10 weeks from the start of the Offer Period. 3.2 The Offeror The Offeror is a private limited company incorporated and existing under the laws of Norway with Business Registration Number and having its registered address at Strandveien 17, 1366 Lysaker. The Offeror is owned 100% by Tidships, which is ultimately controlled by Ms Caroline Figenschou Tidemand and Ms Kristin Tidemand Eckhoff. Tidships is the second largest shareholder of Belships, holding 5,020,432 Belships Shares as per the date hereof. These represent 10.60% of the Belships Shares and 10.72% of the outstanding Belships Shares (all of the Belships Shares less the Treasury Shares) at the date hereof. Tidships is the parent in a group of companies which, together with a number of other companies affiliated to it by common ownership, is engaged in the ownership and operation of dry bulk vessels in the handymax and supramax segments, shipbroking and general investment activities, predominantly through the following subsidiaries: Stove Shipping AS (65.3% ownership), an owner of 6 vessels in the ultra- and supramax segment; Lorentzen and Stemoco AS (80% ownership), a provider of shipbroking and consulting services; Eastern Bulk Holding AS (42.7%), through subsidiaries, operator of vessels in the ultraand supramax dry bulk segment, including tonnage owned by the group. The ultimate owners of Tidships represent the current generation in a family with a multigenerational history as owners and operators of dry bulk and other commercial vessels. 3.3 Belships Belships is a public limited liability company organised under the laws of Norway with Business Registration Number and having its registered office in Lilleakerveien 4, Oslo, Norway. The Belships Share is listed on Oslo Børs, under ticker BEL. Belships has a registered share capital of NOK 94,704,000, divided into 47,352,000 shares, each with a par value of NOK Each Belships Share has one vote in Belships general meeting. The Belships Shares are registered in the Norwegian Central Securities Depository (the VPS ) with ISIN number NO For further information on Belships see Section 6 ( Description of Belships ). As per the date hereof, the Offeror understands that Belships owns 498,000 Treasury Shares. 3.4 Reason for the Offer The Offeror recognizes that Belships is engaged in the same activities within the handymax and supramax segments of the dry bulk shipping market as the Tidships Group. A combination of the two will therefore create an entity which will be well positioned to grow the business beyond what Belships can achieve on an individual basis with their current operation and prospects. The Offeror

9 has furthermore identified a number of administrative cost synergies which can be realized through a combination. Further, since the Tidships Group has no proprietary ship management activities, a transfer of the technical management of its fleet to Belships' management entities should benefit the latter. The primary aim of the Offeror is to acquire all of the Belships Shares, delist the Belships Share and, following a combination of the Tidships Group's dry bulk activities with Belships, develop Belships as a private company without the added costs associated with public ownership and the short-term pressure on earnings which a public company is subject to. Recognizing that the majority shareholder in Belships, Sonata AS, may want a continued exposure to Belships' assets and activities, the Offeror is, however, willing to reduce the minimum acceptance level to 67% of the Belships Shares (Tidships' Belships Shares included) to allow Sonata AS to retain a minority ownership position. The Offeror will then continue to operate Belships as a listed company following a merger between Belships and the dry bulk activities of the Tidships Group. 4. TERMS AND CONDITIONS OF THE OFFER 4.1 Offer Price Belships Shareholders accepting the Offer will receive NOK 5.50 per Belships Share in cash in accordance with the terms set forth herein as consideration. The Offer Price represents: (i) (ii) (iii) a premium of 10.00% above the closing price of the Belships Share on 12 June 2018, the last trading day prior to the public announcement of the Offer by the Offeror; a premium of 8.56% above the volume-weighted average price of the Belships Share for the 3 months ended on 12 June 2018; a premium of 7.00% above the volume-weighted average price of the Belships Share for the 6 months ended on 12 June The Offer Price values the equity capital of Belships (adjusted for the 498,000 Treasury Shares) at NOK The chart below shows the development of the price of the Belships Shares over the last 2 years. Share price development (NOK per share) Belships ASA 7,00 6,00 5,00 4,00 3,00 2,00 1,00 0,00 Source: Oslo Børs as of 26 June

10 If Belships (i) implements a share split or a reverse share split which involves a change in the par value of the Belships Shares or otherwise make changes to its share capital, (ii) distributes dividends or make any other capital distributions to the Belships Shareholders, (iii) issues further Belships Shares or options over Belships Shares or (iv) agrees to do any of the foregoing, the Offeror shall have the option to cancel the Offer, cf. Section 4.2 (v), or to adjust the Offer Price to compensate for the economic effects of such events. If any such adjustment is made, Acceptances received prior to the adjustments shall be deemed as Acceptances of the revised terms. No interest or other compensation other than the Offer Price will be paid by the Offeror to the Acceptants until the Settlement Date. No interest or other compensation will be paid to the Acceptants in the event the Offer is not completed. If the Offeror acquires Belships Shares or any right to acquire Belships Shares (in the open market or in privately negotiated transactions or otherwise) at a consideration higher than the Offer Price in the period from the date hereof until the later of the expiry of the Offer Period and the expiry of the offer period in any subsequent Mandatory Offer (if a Mandatory Offer will be required following completion of the Offer), then the Offeror will increase the Offer Price to be at least equal to such higher consideration. Any redemption amount under a Compulsory Acquisition, cf. Section 5.10 below, pursuant to section 6-22 of the Norwegian Securities Trading Act, including any redemption amount as determined by a discretionary valuation, if any, being higher than the Offer Price will not entitle the Belships Shareholder any increased Offer Price. The Offeror will settle any increased Offer Price, if any, to the Belships Shareholder on the later of: (i) the Settlement Date, as described in Section 4.9 ( Settlement ); and (ii) two (2) weeks following the Offeror s acquisition of Belships Shares, or any right to acquire Belships Shares, at a consideration higher than the Offer Price. The Offeror reserves the right to increase the Offer Price in a Mandatory Offer without having to put forward a new Voluntary Offer. Any such event and the consequences thereof will be communicated in accordance with Section 4.6 ( Announcements and Amendments of the Offer ). If a new Voluntary Offer is made, the Offer Period will be extended so that at least two weeks remain to the expiration of the offer period in relation thereto. 4.2 Conditions for completion of the Offer The completion of the Offer is subject to the satisfaction or (subject to any qualification set out in each condition), waiver, in whole or in part at the Offeror s sole discretion, of the following conditions: (i) the Offer shall, on or prior to the expiry of the Offer Period, have been validly accepted by Belships Shareholders tendering Belships Shares which, together with Tidships' Belships Shares, represent more than 90 % of the Belships Shares less the Treasury Shares, taking into account any financial instruments or agreements giving the holder a right to acquire Belships Shares (the Offeror is not aware of any such agreements); (ii) Belships shall not have sold any Treasury Shares during the period from the date hereof until the Settlement Date; (iii) no change, effect, development, material litigation or event that is or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the financial condition, business, assets, liabilities, earnings or results of operations of Belships taken as a whole shall have occurred between the date hereof and the Settlement Date; (iv) following the announcement of the Offer and until the Settlement Date, (i) Belships and each of its subsidiaries shall, other than with the prior written consent of the Offeror, (A) in all material respects have conducted its business in the ordinary course and in accordance with applicable laws, regulations and decisions of competent governmental and regulatory authorities and (B) not have entered into any agreement providing for material acquisitions or dispositions or other material transactions outside the ordinary course; 10

11 (v) there shall not have been (a) any changes in the share capital of Belships (the Offeror is not aware of any agreements which entitle any rights to require issuance of new securities in Belships), (b) any issuance of rights which entitle the holder to demand new Belships Shares issued, (c) the payment of dividends or other distributions from Belships, (d) made any proposals to the Belships Shareholders for a merger or a de-merger of Belships, or (e) any other change of Belships' corporate status; and (vi) no court or other governmental, regulatory authority of competent jurisdiction shall have taken or initiated a process to take any form of legal action (whether temporary, preliminary or permanent) that has the effect of (and in the case of any initiated process, may reasonably lead to) the Offer not being able to be consummated or, in connection with the Offer, imposing conditions on the Offeror, Belships or any of its subsidiaries which would require the Offeror to incur any material expenditure or would prohibit or significantly impair the Offeror s ownership or operation of Belships. The Offeror may (in its sole discretion), if Belships' current majority shareholder, Sonata AS, wish to retain a substantial exposure to the assets and activities of Belships, accept to reduce the acceptance level referred to in (i) above to 67 % of the Belships Shares, the Belships Shares of Tidships included. An announcement with respect to whether the minimum acceptance level condition set out in Section 4.2 (i) is satisfied, reduced to 67 % or waived in its entirety, will be made no later than one (1) business day after the condition has been satisfied or waived, provided that the Offeror has not withdrawn the Offer as a result of invoking any of the other conditions set forth above. If the Offeror has not publicly announced that the conditions set out above are satisfied or waived by the Long Stop Date, the Offer will lapse, and any tendered Belships Shares will be released by the Offeror. If the Offer Period is extended, the Long Stop Date will be deferred accordingly. The Offeror will declare the Offer unconditional through the release of a closing announcement in Oslo Børs electronic information system in accordance with the procedure described in Section 4.6 ( Announcements and Amendments of the Offer ) below. Such announcement will be made no later than (1) business day after the satisfaction of all closing conditions. 4.3 Offer Period The Offer Period is from 29 June 2018 until 16:30 CET on 13 July The Offeror expressly reserves the right to approve Acceptances that are received after the expiration of the Offer Period (but before the Settlement Date), and to extend the Offer Period up to 7 September 2018 (10 weeks in total). Any extension of the Offer Period, as described in Section 4.9 ( Settlement ) is subject to Oslo Børs approval and will be announced in accordance with the provisions of Section 4.6 ( Announcements and Amendments of the Offer ). 4.4 Procedures for accepting the Offer In order for a Belships Shareholder to accept the Offer, an Acceptance Form must be correctly filled out, signed and delivered to, and received by, the Receiving Agent prior to the end of the Offer Period (as extended, if applicable). In the Acceptance Form, information on the registered holding of Belships Shares as of 28 June 2018 and certain other matters relating to the relevant Belships Shareholder will have been included. The Acceptance Form also contains information regarding the settlement. Settlement will be made by crediting the bank account which is registered as the account for dividends on the VPS account, or, if such account has not been registered, by bank transfer. For Acceptants who do not hold a bank account with a Norwegian bank, payment details for offshore payments (such as IBAN, SWIFT/BIC or similar payment codes) must be included. 11

12 The Acceptance Form is enclosed as Appendix B hereto. The correctly completed and signed Acceptance Form must be received by the Receiving Agent at the address below by means of post, hand delivery, or fax: Danske Bank Bryggetorget 4 P.O. Box 1170 Sentrum N-0107 Oslo Norway Fax: emisjoner@danskebank.com If the Acceptance Form is signed by a person acting on behalf of the relevant Acceptant, evidence of the authority of such person to sign the Acceptance Form, e.g. an authorisation and/or a company certificate, must be scheduled to the Acceptance Form in order for the Acceptance to be valid. All Belships Shares to be acquired under the Offer must be transferred free of any encumbrances or other third-party rights whatsoever and with all shareholder rights attached to them. Any third party with registered encumbrances or other third-party rights over the relevant VPS account(s) must sign the Acceptance Form and thereby waive their rights to the Belships Shares tendered and approve the transfer thereof to the Offeror, free of any encumbrances. Only by complying with the above instructions, will a Belships Shareholder become entitled to accept the Offer for its Belships Shares. The Offeror reserves the right to reject any Acceptance which is not in proper form, or which may be unlawful. The Offeror also reserves the right (and shall in no event be obliged) to accept any Acceptance Form which is delivered after the expiry of the Offer Period and to treat an Acceptance as valid even if the Acceptance Form has not been properly completed or is not accompanied by the required evidence of authority or is received at a place other than as set out above. However, the Offeror will ensure due compliance with the principle of equal treatment of all Belships Shareholders (other than those excluded from the Offer) under section 6-10 (9) of the Norwegian Securities Trading Act when exercising its discretion pursuant to the foregoing. Any Belships Shareholder whose Belships Shares are split between several VPS accounts will receive a separate Acceptance Form for each such VPS account and is required to submit a separate Acceptance Form for each VPS account. Any Belships Shareholder whose Belships Shares are registered in the name of a broker, dealer, commercial bank, trust company or other nominee must contact such person if such Belships Shareholder wishes to accept the Offer. The Acceptance is irrevocable and cannot be withdrawn after receipt of the relevant Acceptance Form by the Receiving Agent. Consequently, if the conditions set out in section 4.2 ( Conditions for completion of the Offer ) above are not satisfied or waived by the Offeror at the end of the Offer Period, such conditions may still be waived or satisfied prior to the close of trading on Oslo Børs on the Long Stop Date, and the Acceptances will continue to be irrevocable as long as the Offer has not lapsed. By delivering a duly executed Acceptance Form, each Acceptant gives the Receiving Agent an irrevocable power of attorney to block the Belships Shares to which the Acceptance Form relates in favour of the Receiving Agent. Acceptants may not sell, otherwise dispose, encumber or transfer 12

13 to another VPS account, the Belships Shares tendered hereunder after the blocking has been established. By delivering a duly executed Acceptance Form, each Acceptant gives the Receiving Agent an irrevocable power of attorney to transfer such Belships Shares to the Offeror upon completion and settlement of the Offer. Settlement for the Belships Shares will be made simultaneously with the transfer of the Belships Shares to the Offeror. An Acceptance will comprise all of the Acceptant s Belships Shares on the VPS account covered by the Acceptance. However, with respect to Belships Shares registered on VPS accounts in the name of a broker, dealer, commercial bank, trust company or other nominee, the Acceptance will solely comprise the designated Belships Shares on such VPS account that the Offer in fact have been accepted for by the Belships Shareholder identified as the beneficial owner thereof in the Acceptance Form. The Acceptance also includes any Belships Shares which are acquired or will be acquired by the relevant Acceptant, and which are credited to the above VPS account until the Belships Shares are debited from the Acceptant s VPS account and transferred to an escrow account in the name of the Receiving Agent, save for Belships Shares on VPS accounts in the name of a broker, dealer commercial bank, trust company or other nominee not accepting the Offer. In accordance with the Norwegian Securities Trading Act, the Receiving Agent must categorise each new customer in one of three customer categories. All Acceptants which are not existing clients of the Receiving Agent will be categorized as non-professional clients. For further information about the categorisation, the Acceptants may contact the Receiving Agent. The Receiving Agent will treat the delivery of the Acceptance Form as an execution-only instruction from the Acceptant to sell his/her/its Belships Shares under the Offer, since the Receiving Agent is not in the position to determine whether the acceptance and selling of Belships Shares is suitable or not for the individual Acceptant. 4.5 Shareholder Rights The Acceptants will not be able to sell, pledge or otherwise encumber the Belships Shares covered by their Acceptance after these have been blocked as described in Section 4.4 ( Procedures for accepting the Offer ) above. Acceptants will, however, remain the legal owners of their Belships Shares and, to the extent possible under Norwegian background law, retain their right to vote for their Belships Shares and other shareholder rights, until settlement pursuant to the Offer has taken place as described in Section 4.9 ( Settlement ) below. 4.6 Announcements and Amendments to the Offer The Offeror may (i) extend the Offer Period as further described under Section 4.3 ( Offer Period ), (ii) increase the Offer Price as described in Section 4.1 ( Offer Price ) and (iii) amend the Offer by otherwise improving the Offer. Announcements issued by or on behalf of the Offeror regarding the Offer and/or the Offer Document will be deemed to have been made once they have been received by Oslo Børs and distributed through its electronic information system. In this respect, the Offeror will have no obligation to publish, advertise or otherwise communicate any such announcement other than by making such release to Oslo Børs. Any amendments to the Offer, including any extension of the Offer Period or increase of the Offer Price, must be approved by Oslo Børs. Any Acceptance Form received by the Receiving Agent is binding even if the Offer Period is extended and/or the Offer is otherwise amended in accordance with the terms of this Offer Document. Acceptants having accepted the Offer in its original form or with subsequent amendments will be entitled to any benefits arising from such additional amendments. 4.7 Costs The Offeror will pay commissions and costs directly related to the VPS transactions in connection with the settlement of the Offer. Accordingly, an Acceptant will not incur any brokerage fees or other costs directly related to the VPS transactions in connection with his/her/its acceptance of the Offer. Any tax consequences or costs incurred by Acceptants for financial or legal advice, as well as any 13

14 other costs in connection with the Offer, are the responsibility of each individual Acceptant and will not be paid by the Offeror. 4.8 Tax Each Acceptant is responsible for any tax liability arising as a result of his/her/its acceptance of the Offer and the settlement thereof. A general description of the tax implications of the Offer is included in Section 7 ( Tax Consequences ). However, all Belships Shareholders are urged to seek advice from their own tax consultants to determine the particular tax consequences for them before accepting the Offer. 4.9 Settlement The cash payment to the Acceptants of the consideration for their Belships Shares as per the terms of the Offer (the "Consideration") will be made as soon as reasonably possible and no later than 14 calendar days after the conditions described in Section 4.2 ( Conditions for completion of the Offer ) above have been satisfied or waived and the closing of the Offer becoming unconditional has been announced. In the event the conditions for closing of the Offer have not been met or waived by the Offeror by the Long Stop Date, the Offer will not be completed and the Acceptants will be released. If the Offer Period is extended, the Long Stop Date will be deferred accordingly. The latest date on which settlement of the Offer can be made will be on 28 September Payment of the Consideration will be made in NOK. Acceptants are individually responsible to ensure that they can receive payment in NOK and for any currency hedging or conversion arrangement they may have or wish to put in place in respect of this. The Consideration due to each Acceptant will be transferred to the account that, at the time of Acceptance, was registered on such Acceptant's account in the VPS as the account for payment of dividends. Acceptants who do not have a Norwegian bank account connected to their VPS account must provide payment details, such as IBAN, SWIFT/BIC or similar payment codes (depending on the jurisdiction where the bank account is located) in their Acceptance Form. Acceptants who provide incomplete account details in the Acceptance Form or provide account details to an account which is not a NOK account consent to the Receiving Agent transferring the Consideration in any of the following ways: (i) by cheque in the local currency of the jurisdiction of the Acceptant (either as registered in the VPS or as stated on the Acceptance Form) or in US Dollars or (ii) by remittal of the Consideration to any bank account provided in the Acceptance Form in the relevant Acceptant's name in the applicable currency of such account. The Receiving Agent may, in such cases, select the payment method that the Receiving Agent, in its sole opinion, deems the most appropriate, and the Receiving Agent may, for such purpose, convert the funds due to the Acceptant into any applicable currency. If Acceptants hold their Belships Shares through brokers, banks, custodians, investment companies, investment managers, financial intermediaries or other nominees, and payment of the Consideration is to be made to such nominee s or intermediary s account, such Acceptants should contact such brokers, banks, custodians, investment companies, investment managers, financial intermediaries or other nominees for determining when and how the Consideration will be credited to their accounts Acquisition of Shares outside the Offer The Offeror reserves the right to acquire Belships Shares outside the Offer before, during and after the Offer Period, provided that such transactions comply with applicable laws and regulations. If the Offeror acquires Belships Shares or rights to acquire Belships Shares (in the open market or privately negotiated transactions or otherwise) at a price higher than the Offer Price in the period from the date hereof until the later of (i) the expiry of the Offer Period and (ii) expiry of the offer period in any subsequent Mandatory Offer (if a mandatory offer will be required following completion of the Offer), then the Offeror will increase the Offer Price to be at least equal to such higher consideration. Any redemption amount, as determined by a discretionary valuation cf. 14

15 Section 5.10, if any, being higher than the Offer Price will not entitle the Belships Shareholder any increased Offer Price. The Offeror will settle any increased Offer Price, if any, to the Belships Shareholder on the later of: (i) the Settlement Date, as described in Section 4.9 ( Settlement ); and (ii) two (2) weeks following the Offeror s acquisition of Belships Shares, or any right to acquire Belships Shares, at a consideration higher than the Offer Price. The Offeror will, to the extent required by Norwegian law, publicly disclose purchases of Belships Shares in accordance with the procedures described in Section 4.6 ( Announcements and Amendments of the Offer ) above Legal Venue and Choice of Law The Offer, the Offer Document and the Acceptance Form are governed by and will be interpreted in accordance with Norwegian law. Any dispute arising out of or in connection with the Offer, the Offer Document and the Acceptance Form shall be subject to the exclusive jurisdiction of the Norwegian courts with the Oslo District Court as legal venue. 5. ADDITIONAL INFORMATION ON THE OFFER 5.1 Contact between the Parties prior to the Offer There has been no specific contact between the Offeror and Belships in connection with the Offer. 5.2 The Offeror s interest in Belships as of the date hereof As of the date hereof, the Offeror owns no Belships Shares. The Offeror's parent, Tidships, owns 5,020,432 Belships Shares. In addition, as per the date hereof, each of the Offeror s board members Caroline Figenschou Tidemand and Kristin Tidemand Eckhoff, owns 435 Belships Shares. Other than the holdings as set out above, no related parties to the Offeror, (as defined in section 6-5 cf. 2-5 of the Norwegian Securities Trading Act) own Belships Shares, or convertible securities giving right to Belships Shares at the date hereof. 5.3 Statement from the board of directors The board of directors of Belships has a duty under Section 6-16 of the Norwegian Securities Trading Act to issue a statement to the Belships Shareholders in respect of the Offer. The statement shall address, inter alia, the effects of any strategic plans of the Offeror described in the Offer Document on the employees and the location of Belships business as well as other factors of significance for assessing whether the Offer should be accepted. Under Section 6-16 of the Norwegian Securities Trading Act, such statement must be made public no later than one week prior to the expiry of the Offer Period. 5.4 Plans for reorganisation of Belships The Offeror's primary objective is to acquire all outstanding Belships Shares making Belships a wholly owned subsidiary of the Offeror. The Offeror will, following a successful completion of the Offer and a subsequent Compulsory Acquisition combine Belships' activities with the dry bulk activities of the Tidships Group. However, the Offeror reserves the right, in the event Sonata AS wishes to continue as a Belships Shareholder and on the basis of the Offeror achieving an ownerships stake in excess of 67 % of all Belships Shares, continue Belships' listing on Oslo Børs following a combination of the Tidships Group's dry bulk shipping activities with Belships whereby Belships is combined with, at fair market values, and through either an acquisition of shares or a business combination, Tidships ownership in Stove Shipping AS and Eastern Bulk Holdings. Following such transaction, Belships will become an integrated owner and operator of ultra- and supramax dry bulk vessels. Such transactions may be subject to certain approvals from Anti-Trust authorities, contracting parties, and the general meetings of the involved parties. 15

16 Stove Shipping and associated companies have 6 Japanese built supramax vessels with an average age of approximately 6.7 years. 4 vessels are owned and financed with equity and bank debt, while 2 vessels are on bareboat charter with purchase options. The fleet has debt corresponding to approximately 70% loan-to-value based on latest estimated asset values. The Eastern Bulk Group is a first class operator of vessels in the ultra- and supramax dry bulk segment, currently operating a fleet of approximately 30 vessels. The Eastern Bulk Group delivered an EBITDA of USD 4.3 million on an annual freight revenue of USD 118 million in Based on this, the Offeror estimates that a transaction as described above will increase the share count of the Company significantly while the effect on the per share fair market value would be neutral. 5.5 Impact on the Employees and the Board of Directors As of the date of this Offer Document, the Offeror has made no firm plans in respect of any change of the employment relationships that are established in Belships. The Offeror does not have adequate information at this time to assess whether it will make changes to Belships` workforce following a successful completion of the Offer or other changes that will have legal, economic or work- related consequences for the employees of Belships. The Offeror will consider utilizing synergies and optimizing the management of the Belships. This may include, inter alia, workforce reductions (with redundancy compensation) in Belships. To the extent measures are identified that may affect the employees of Belships following completion of the Offer, such measures will be communicated to the employees and will be implemented in accordance with applicable laws and agreements. 5.6 Legal Consequences of the Offer The Offer may result in the Offeror becoming subject to the mandatory offer rules and legislation on Mandatory Offers and Compulsory Acquisitions described in Sections 5.9 ( Mandatory Offer ) and 5.10 ( Compulsory Acquisition of Shares ) below. If the Offer is successful, the Offeror intends to apply for a delisting of Belships, as further described in Section 5.11 ( Delisting of the Shares ) below. A continued listing may, however, be an option, cf. Section 5.4 above. 5.7 Financing of the Offer The Offer is not subject to any financing condition and will be financed by cash and credit lines available to the Offeror. 5.8 Benefits to the Board and Management/Key Employees No payments or other benefits of any kind will be made by the Offeror or any of its affiliates to the directors of Belships and/or Belships senior managers and key employees in connection with the Offer (other than payment of the Offer Price in respect of Belships Shares sold under the Offer) and no such persons have been presented with the prospect of any future benefits. 5.9 Mandatory Offer If the Offer is completed and the Offeror as a result of the Offer becomes the holder of more than 1/3 of the Belships Shares, then the Offeror will under chapter 6 of the Norwegian Securities Trading Act, within a period of four weeks following the date on which the obligation to make the Mandatory Offer is triggered, be required under the Norwegian Securities Trading Act to make an unconditional cash offer for the remaining Belships Shares. The offer price for the Mandatory Offer must be equal to, or higher than, the highest price paid, or agreed to being paid, by the Offeror or any affiliates of the Offeror, for Belships Shares during the six month period prior to the date on which the obligation to make a Mandatory Offer is triggered. If it is clear that the market price is higher than the price resulting from the previous sentence when the Mandatory Offer obligation is triggered, the offer price shall be at least as high as the market price. 16

17 If the Offer is completed, and the Offeror, as a result of the Offer, becomes the holder of more than 1/3 of the Belships Shares, the offer price in the Mandatory Offer will not be less than NOK 5.50 per Belships Share Compulsory Acquisition of Shares If, as a result of the Offer, the Offeror acquires and holds more than 90% of all the Belships Shares, the Offeror will have the right (and each remaining Belships Shareholder will have the right to require the Offeror) to unilaterally acquire the remaining Belships Shares in accordance with the process set forth in Section 6-25 of the Norwegian Public Limited Companies Act. If a Compulsory Acquisition is commenced within three months of the expiry of the Offer Period, the price offered shall be equal to the Offer Price unless particular reasons call for another price to be set. In the Compulsory Acquisition, the Belships Shareholders may require a discretionary valuation at the expense of the Offeror. Whenever special reasons so indicate, it may be decided that all or part of the expenses shall be paid by the Belships Shareholder requesting discretionary valuation. The discretionary valuation shall be held in the venue where Belships has its registered office. A Mandatory Offer will not be required if the Offeror, upon completion of the Offer, holds more than 90% of the Belships Shares and initiates a Compulsory Acquisition within four weeks of completion of the Offer offering a purchase price equal to or higher than the price that would have been offered in a Mandatory Offer (see above in Section 5.9 Mandatory Offer ) and provides the requisite security for payment of the purchase price in accordance with section 6-22 of the Norwegian Securities Trading Act. In the event that the Offeror as a result of the Offer, a subsequent Mandatory Offer or otherwise, acquires and holds more than 90% of the Belships Shares, the Offeror intends to proceed with a Compulsory Acquisition Delisting of the Belship Share Continued Listing The Offeror intends to apply for a delisting of the Belships Share from Oslo Børs following completion of the Offer if the result is an ownership stake in excess of 90 %. The Offeror will then, immediately, initiate a Compulsory Acquisition of any remaining Belships Shares not required and thus become the sole owner of Belships. The delisting will then be a formality. The Offeror will, if the stated acceptance level requirement is lowered to 67 %, continue the listing of the Belships Share Miscellaneous Confirmation of receipt of Acceptance Forms will not be issued by or on behalf of the Offeror. No notification will be issued in the event of a rejection of an Acceptance Form that is incorrectly completed or received after the end of the Offer Period. This Offer Document will be sent to all Belships Shareholders registered in the shareholder register of Belships in the VPS on 28 June 2018 to the addresses held on file at VPS, except for the Belships Shareholders who reside in jurisdictions where this Offer Document may not be lawfully distributed. Further information on the Offer may be obtained from: Danske Bank Jørgen Heszlein Phone: Hes@danskebank.com Nicolas Brun Lie Knudtzon Phone: Nik@danskebank.com 17

18 6. DESCRIPTION OF BELSHIPS ASA 6.1 Introduction The following section contains a brief presentation of Belships and its operations. The information is based on Belships publicly disclosed accounts and other material in the public domain. The Offeror and its representatives disclaim any responsibility and liability for the accuracy or completeness of the information of Belships set forth herein. For a more detailed description of Belships, please refer to Belships website: Information may also be obtained through the annual and quarterly reports of Belships, or through other public information. 6.2 Description of BELSHIPS Belships is a public limited liability company organised under the laws of Norway, with Business Registration Number , and having its registered office in Lilleakerveien 4, Oslo, Norway. The Belships Share is listed on Oslo Børs under ticker BEL. Belships is providing freight transportation and shipping services. It operates in the dry bulk and maritime technical management segments. The dry bulk segment transports semi-finished industrial products. The maritime technical management segment engages in technical operation of vessels through Belships Management in Singapore, Oslo, Tianjin and Shanghai. Belships was founded by Christen Smith in Shares and Share Capital Belships has a registered share capital of NOK 94,704,000, divided into 47,352,000 shares, each with a par value of NOK Selected Financial Information General The tables in this Section 6.4 include selected consolidated financial information for Belships as of the financial years ended 31 December 2017 and 2016, and the financial quarters ended 31 March 2018 and The financial information has been prepared in accordance with IFRS (International Financial Reporting Standards). The consolidated historical financial data for each of the financial periods are derived from Belships audited financial statements for 2017, 2016 and unaudited statements for Q1-reports for 2018 and The information and data in this Section 6.4 ( Selected Financial Information ) is only a summary and should be read in conjunction with, and is qualified in its entirety by, reference to Belships audited consolidated financial statements for the financial years ended 31 December 2017 and 2016, and unaudited statements for the quarters ended 31 March 2018 and 2017 and the related notes thereto, all of which are available at 18

19 6.4.2 Consolidated Statement of Income Belships The table below contains a summary of Belships consolidated statements of income for the financial years ended 31 December 2017 and 2016, and the quarters ended 31 March 2018 and onsolidated Statement of Income - Belships USD 1000 Q1-18 Q Freight income 7,104 5,366 22,646 21,338 Management fees 1,057 1,254 4,663 4,077 Operating income 8,161 6,620 27,309 25,415 Timecharter hire (1,170) Ship operating expenses (2,023) (2,088) (8,175) (8,197) Operating expenses ship management (883) (859) (3,371) (3,405) General and administrative expenses (824) (666) (2,493) (2,533) Total operating expenses (4,900) (3,613) (14,039) (14,135) Operating result (EBITDA) 3,261 3,007 13,270 11,280 Depreciations and amortisation (1,453) (1,116) (4,597) (4,901) Reversal impairment of ships 1, ,544 (13,823) Loss on sale of ship/effect on onerous contracts (1,463) Operating result (EBIT) 3,077 2,054 11,614 (8,907) Interest income Interest expenses (1,061) (1,213) (4,735) (4,833) Other financial items 75 (77) (361) (761) Currency gains/(-losses) Net financial items (911) (1,251) (4,956) (5,512) Result before tax 2, ,658 (14,419) Taxes (31) (47) (294) (174) Net result 2, ,364 (14,593) Hereof non-controlling interests Hereof majority interests 2, ,304 (14,646) Other comprehensive income Actuarial gain/(loss) on defined benefit plans 0 0 (6) (39) Total comprehensive income 2, ,358 (14,632) Hereof non-controlling interests Hereof majority interests 2, ,298 (14,685) Earnings per share (US cent) (31.18) Diluted earnings per share (US cent) (31.18) 19

20 6.4.3 Consolidated Statement of Financial Position Belships The table below contains a summary of Belships consolidated statements of financial position for the financial years ended 31 December 2017 and 2016, and the quarters ended 31 March 2018 and Consolidated Statement of Financial Position - Belships USD 1000 Q1-18 Q ASSETS Fixed assets Ships 91,090 91,919 91,242 93,009 Prepaid timecharter hire 135 1, ,500 Other fixed assets 2,610 2,003 2,080 1,974 Total fixed assets 93,835 95,422 93,727 96,483 Current assets Short term receivables 1,516 1,332 1,848 1,211 Prepaid timecharter hire 1, ,095 0 Cash and cash equivalents 5,395 7,737 5,459 7,918 Total current assets 8,006 9,069 8,402 9,129 Total assets 101, , , ,612 EQUITY AND LIABILITIES Equity Paid in capital 43,623 43,625 43,620 43,620 Retained earnings (15,477) (23,136) (17,589) (23,887) Non-controlling interests Total equity 28,520 20,905 26,382 20,144 Long-term liabilities Mortgage debt 21,778 29,662 22,999 30,883 Bareboat commitment 40,299 42,336 40,816 42,811 Financial instruments n.a. 224 n.a. 323 Pension obligations Other non-current liabilities 1,538 1,395 1,466 1,407 Total non-current liabilities 64,154 74,215 65,811 76,072 Short-term liabilities Mortgage debt 5,000 5,000 5,000 5,000 Bareboat commitment 1,980 1,818 1,940 1,778 Other short-term liabilities 2,187 2,553 2,996 2,618 Total current liabilities 9,167 9,371 9,936 9,396 Total equity and liabilities 101, , , ,612 20

21 6.4.4 Consolidated Statement of Changes in Equity Belships The table below contains a summary of Belships consolidated statements of changes in equity as of the financial years ended 31 December 2017 and 2016, and the quarters ended 31 March 2018 and Consolidated Statement of Changes in Equity - Belships Majority interest Paid-in Retained USD 1000 Share capital Treasury shares Share premium reserves Other paid-in equity Other equity Noncontrolling interests Total equity As at 31 March 2018 Equity as at 31 December ,272 (166) 13,751 15,763 (17,589) ,382 Net result for the period , ,135 Other comprehensive income Total comprehensive income , ,135 Non-controlling interest transactions Net share-based payment Equity as at 31 March ,272 (166) 13,751 15,766 (15,476) ,520 As at 31 December 2017 Equity as at 31 December ,272 (166) 13,751 15,763 (23,887) ,144 Net result for the period , ,364 Other comprehensive income (6) 0 (6) Total comprehensive income , ,358 Non-controlling interest transactions (120) (120) Net share-based payment Equity as at 31 December ,272 (166) 13,751 15,763 (17,589) ,382 As at 31 March 2017 Equity as at 31 December ,272 (166) 13,751 15,763 (23,887) ,144 Net result for the period Other comprehensive income Total comprehensive income Non-controlling interest transactions Net share-based payment Equity as at 31 March ,272 (166) 13,751 15,768 (23,136) ,905 21

22 As at 31 December 2016 Equity as at 31 December ,272 (166) 13,751 15,732 (9,202) ,832 Net result for the period (14,646) 53 (14,593) Other comprehensive income (39) 0 (39) Total comprehensive income (14,685) 53 (14,632) Non-controlling interest transactions (87) (87) Net share-based payment Equity as at 31 December ,272 (166) 13,751 15,763 (23,887) ,144 22

23 6.4.5 Consolidated statement of cash flow Belships The table below contains a summary of Belships consolidated statements of cash flows for the financial years ended 31 December 2017 and 2016, and the quarters ended 31 March 2018 and Consolidated Statement of Cash Flow - Belships USD 1000 Q1-18 Q Cash flow from operating activities Net result before taxes 2, ,658 (14,419) Adjustments to reconcile profit before tax to net cash flows: Loss on sale of ships/effect on onerous contracts 0 (163) (397) 1,463 Depreciations on fixed assets 1,453 1,116 4,597 4,901 Reversal impairment of ships (1,269) 0 (2,544) 13,823 Share based compensation expense (3) Difference between pension exp. and paid pension premium (19) (51) (171) (210) Net finance costs 911 1,251 4,956 5,512 Working capital adjustments: Change in trade debtors and trade creditors (152) (212) Change in other short term items 38 (341) (322) (241) Interest received Interest paid (1,061) (1,213) (4,735) (4,833) Income tax paid (40) (17) (137) (118) Net cash flow from operating activities 2,027 1,574 8,016 5,710 Cash flow from investing activities Payment on newbuilding (20,531) Sale of ship (net sales amount) ,637 Payment of other investments (318) (6) (271) (1,923) Net cash flow from investing activities (318) (6) (271) 1,183 Cash flow from financing activities Repayment of long-term debt (1,727) (1,688) (9,835) (6,491) Paid costs related to financing (46) (62) (369) (484) Net cash flow from financing activities (1,773) (1,750) (10,204) (6,975) Net change in cash and cash equivalents during the period (64) (182) (2,459) (82) Cash and cash equivalents at 1 January 5,459 7,918 7,918 7,993 Change currency NOK deposits Cash and cash equivalents at end of the period 5,395 7,737 5,459 7,918 23

24 6.4.6 Shareholders As of 26 June 2018, Belships 20 largest shareholders registered in the VPS were as set out in the table below: Top 20 Shareholders - Belships ASA Shareholders # shares % of shares SONATA AS 31,747, % TIDSHIPS AS 5,020, % EITZEN REDERI AS 806, % BELSHIPS ASA 498, % AR FONDS AS 416, % NAGATSUKA TORU 330, % CHREM CAPITAL AS 320, % TIDINVEST II AS 315, % JENSSEN & CO A/S 302, % JOMAHO AS 290, % CITIBANK, N.A. 273, % STEEN CARL ERIK 269, % JOVOKO AS 250, % JSL AS 241, % SØLAND LIV 240, % ASL HOLDING AS 225, % KIELLAND BERNHARD 200, % AR VEKST AS 198, % HKG HOLDING AS 168, % LARSEN KJELL EGIL 160, % Total top 20 42,272, % Total 47,352, % Source: VPS as of 26 June Board of Directors, Management and employees Board of Directors The board of directors of Belships consists of: Sverre J. Tidemand (Non-Executive Chairman) Christian Rytter (Non-Executive Director) Kjersti Ringdal (Non-Executive Director) Sissel Grefsrud (Non-Executive Director) Carl Erik Steen (Non-Executive Director) 24

25 6.5.2 Management The Management of Belships consists of the following persons: Bernt Ulrich Müller (CEO) Osvald Fossholm (CFO) Stein H. Runsbech (Commercial Director) Joel Ye Zhan Hua (Managing Director in Singapore) Anthony Sng (Financial Director in Singapore) Employees As of 31 December 2017, Belships had 8 employees. The Offeror is not aware of any employees in the subsidiaries of Belships. 7. TAX CONSEQUENCES 7.1 Introduction The following is a summary of certain Norwegian tax considerations relevant to the disposal of the Belships Shares pursuant to the Offer. This summary does not purport to be a comprehensive description of all the tax considerations that may be relevant to the Belships Shareholders and does not address any foreign tax laws. The summary does not discuss the situation of Belships Shareholders which are partnerships or similar entities. The summary is based on applicable Norwegian laws, rules and regulations, as they exist as of the date hereof. Such laws, rules and regulations are subject to change, possibly on a retroactive basis. The summary is solely intended to provide general guidelines and does not address all aspects that may be relevant. The tax treatment of each Acceptant may depend on the individual Acceptant's specific situation and each Acceptant should therefore consult his or her own tax advisor to determine the particular tax consequences for him or her and the applicability and effect of any Norwegian or foreign tax laws and possible changes in such laws on the realisation of his/her Belships Shares. Any reference to a Norwegian Acceptant or a non-norwegian Acceptant in the summary below refers to the tax residency and not the nationality of such Acceptant. 7.2 Tax Consequences for Norwegian Acceptants Realisation of shares Corporate Entities that are Acceptants Norwegian Acceptants who are corporate shareholders (limited liability companies and certain similar entities) are subject to the Norwegian participation exemption, with respect to capital gains derived from the realisation of their Belships Shares Private Individuals who are Acceptants A capital gain derived from the realisation of Belships Shares by Acceptants who are Norwegian private individuals ( personal shareholders ) is taxable as general income at a tax rate of 23%, multiplied with a set factor of 1.33, in the year of realisation, implying an effective taxation of 30.59%. Any loss is deductible against general income. Taxable gains or losses will be calculated as the difference between the net consideration received and the tax base value of any Belships Shares disposed of. The taxable gain or deductible loss is calculated as the difference between the consideration received for the Belships Shares and the cost price for the Belships Shares, including any cost incurred in connection with the acquisition of realization thereof. From this capital gain, personal Acceptants are entitled to deduct a calculated allowance, provided that such allowance has not already been used to reduce taxable dividend income. The tax-free allowance is calculated on a share-by-share basis. The allowance for each 25

26 Belships Share is equal to the cost price of the Belship Share multiplied by a risk-free interest rate, based on the effective rate after tax of interest on treasury bills (Nw. statskasseveksler) with three months maturity. The allowance is calculated for each calendar year and is allocated solely to personal Acceptants holding Belships Shares at the expiration of the relevant calendar year. If Belships Shares sold by a personal Acceptant have been acquired at different points in time, the Belships Shares that were acquired first will be regarded as being realised first (the FIFO principle) for the purpose of calculating the taxable gain or loss. Costs incurred in connection with acquisition or sale of Belships Shares will be deductible in the year of sale Tax Consequences for Non-Norwegian Belships Shareholders Accepting the Offer Realisation of shares This section summarizes Norwegian tax rules relevant to non-norwegian Acceptants. The extent of the tax liabilities of such Acceptants in their country of residence or other countries will depend on the tax rules applicable in such jurisdictions. Capital gains upon the realisation of Belships Shares by a foreign corporate Acceptant is not subject to taxation in Norway unless the Belships Shares are held in connection with the conduct of business activities in Norway, in which case the gains could be taxable at a rate of 23 % multiplied by a set factor of 1.33, implying an effective taxation of share-based income at 30.59%. The gains are, in any event, exempt from taxation in Norway if the non-norwegian Acceptant is considered an equivalent to a Norwegian corporate entity. Capital gains upon the realisation of Belships Shares by non-norwegian Acceptants will not be subject to taxation in Norway unless the Belships Shares are held in connection with the conduct of business activities in Norway. If the taxpayer has previously been a tax resident in Norway, an exit-tax on the Belships Shares could, however, be applicable. Any applicable tax treaty may, depending on the treaty, further restrict the taxation in Norway. Non-Norwegian Belships Shareholders are urged to seek advice from own tax advisors to clarify the tax consequences of accepting the Offer. 26

27 8. DEFINITIONS AND GLOSSARY OF TERMS Acceptance: Acceptance Form: Acceptant: Board of Directors Belships: Belships Group: Belships Shareholders: Belships Shares: Compulsory Acquisition: Financial Advisor: Long Stop Date: NOK: Norwegian Public Limited Companies Act: Norwegian Register of Business Enterprises: Norwegian Securities Trading Act: The acceptance of the Offer by a Belships Shareholder. The form of acceptance to be used by Belships Shareholders when accepting the Offer in the form set out as Appendix B. A Belships Shareholder who has accepted the Offer. Belships board of directors. Belships ASA. Belships and all of its consolidated subsidiaries. The owners of the Belships Shares, including beneficial owners of nominee registered Belships Shares but excluding (i) holders of Belships Shares in jurisdictions where the Offer cannot be legally made. All of the ordinary shares issued by Belships, each having a par value of NOK The acquisition by the Offeror pursuant to section 4-25 of the Norwegian Public Limited Companies Act of any remaining Belships Shares, if and when the Offeror has become the owner of more than 90% of all of the Belships Shares. Danske Bank. 20 July 2018, subject to any extension of the Offer Period. Norwegian Kroner, the lawful currency of the Kingdom of Norway. The Norwegian Act relating to Public Limited Liability Companies of 13 June 1997 No. 45 (in Norwegian: allmennaksjeloven ) with later amendments. The Norwegian Register of Business Enterprises at Brønnøysund, Norway (in Norwegian: Foretaksregisteret ). The Norwegian Securities Trading Act of 29 June 2007 No. 75 (in Norwegian: verdipapirhandelloven ) with later amendments. Offer: Offer Document: The Voluntary Offer by the Offeror to purchase all of the outstanding Belships Shares (less the Belships Shares held by Belships Shareholders who cannot accept the Offer under applicable laws) upon the terms and subject to the conditions set forth in this Offer Document. This Offer Document with appendices. 27

28 Offer Period: Offer Price: Offeror: Receiving Agent: Settlement Date: Tidships: Treasury Shares: The period during which the Belships Shareholders may accept the Offer, running from and including 29 June 2018 to, and subject to extension, 16:30. (Norwegian time) 13 July NOK 5.50 per Belships Share. AS Consensio, a private limited company incorporated and existing under the laws of Norway with Business Registration Number and having its registered address at Strandveien 17, 1366 Lysaker. Danske Bank. The date on which payment of the Offer Price to the Acceptants takes place in accordance with Section 4.9. Tidships AS, a private limited company incorporated and existing under the laws of Norway with Business Registration Number and having its registered address at Strandveien 17, 1366 Lysaker. Belships Shares from time to time acquired and held by Belships in treasury. Voluntary Offer: A voluntary offer (in Norwegian: frivillig tilbud ) as defined in section 6-19 of the Norwegian Securities Trading Act. 28

29 Appendix A Articles of Association Belships ASA Articles of Association (English translation of prevailing Norwegian language version) The name of the company is Belships ASA. The company is a public limited company. The company's registered business office is in Oslo The objective of the company is shipping, charter brokerage and purchase and sale of vessels, offshore operations, participation in the exploration for and the production of petroleum, trade and industry as well as participation in companies of any sort with similar objectives. 4 The company's share capital is NOK distributed between registered, fully paidup shares with a nominal value of NOK 2. 5 The Company's board consists of three (3) to seven (7) members, possibly with deputies depending on the decision of the general meeting. Each year the board elects a chairman among the board members. The Company is bound by the joint signatures of two (2) members of the board or by the signature of the managing director alone. The board may authorise others to sign on behalf of the company per procuration. The managing director is appointed by the board. An ordinary general meeting of the company shall be held before the end of June each year. The ordinary general meeting shall consider and decide on the following matters: 6 Approval of the annual accounts and the annual report, including the distribution of dividends. Other matters which are required by law or the Articles of Association to be dealt with by the general meeting. Documents concerning matters to be considered at the company's general meeting, including documents which by law must be included in or enclosed with the notice of the general meeting, need not be sent to shareholders if the documents are made available on the company s website. Notwithstanding the foregoing, a shareholder may request a copy of documents which concern matters to be considered at the general meeting. 7 The company s shares shall be registered with the Norwegian Central Securities Depository (VPS). Dividends are to be disbursed to persons registered as shareholders on the day that the dividend is agreed upon. In the notice of the general meeting, it may be decided that shareholders who wish to take part in the general meeting, either in person or by proxy, must notify the company to this effect by a deadline of up to two (2) days before the general meeting, stating the number of shares they represent, and where appropriate who will be acting as proxy and on behalf of how many shares. *** 29

30 Appendix B Acceptance Form For use in accepting the Voluntary Offer by AS Consensio (the Offeror ) described in the Offer Document dated 28 June 2018 to purchase all issued and outstanding Shares in Belships ASA ( Belships" or the Company ). Capitalised terms used in this Acceptance Form shall have the same meaning as set out in, and be deemed to be construed in accordance with, the Offer Document. The terms and conditions of the Offer is set forth in the Offer Document, see Section 4 ( Terms and conditions of the Offer ) and in particular section 4.4 ( Procedures for Accepting the Offer ) of the Offer Document. Properly completed and signed Acceptance Forms may be sent by , fax or post or be hand delivered to the Receiving Agent at the address set out below. Return to: Fax: emisjoner@danskebank.com Adress: Danske Bank Bryggetorget 4 P.O. Box 1170 Sentrum N-0107 Oslo, Norway Shareholdings registered with the VPS on 28 June 2018: VPS account: Number of Shares: Bank account registered in VPS: Rights holders registered: Acceptance deadline: ACCEPTANCE MUST BE RECEIVED BY THE RECEIVING AGENT BY 16:30 (CET) ON 13 July PLEASE NOTE THAT THE OFFER PERIOD MAY BE EXTENDED. SHAREHOLDERS WITH SHARES DIVIDED BETWEEN SEVERAL VPS ACCOUNTS WILL RECIEVE AN ACCEPTANCE FORM OF THE OFFER FOR EACH ACCOUNT. THE OFFEROR RESERVES THE RIGHTS TO REJECT ANY ACCEPTANCE OF THE OFFER WHICH IS NOT IN PROPER FORM, OR WHICH MAY BE UNLAWFUL. Guidance: An Acceptance will comprise all of the Acceptant s Belships Shares on the VPS account covered by the Acceptance. I/we accept that I/we may not sell, otherwise dispose, encumber or transfer to another VPS account, the Shares tendered hereunder. The Receiving Agent is irrevocably authorised to block the Shares on the above-mentioned VPS account in favour of the Receiving Agent on behalf of the Offeror. I/we accept that cash settlement will be made by crediting the bank account which is registered as the account for dividends on my/our VPS account or, if such account has not been registered, that cash settlement will be credited in accordance with the payment details specified on this Acceptance From under If relevant, fill in non-vps dividend bank account for cash settlement below. The Receiving Agent is given irrevocable authorisation to debit my/our VPS account, and to transfer the Shares tendered hereunder to the Offeror against payment of the Offer Price. Settlement of the Offer Price will be made in accordance with the procedures set forth in section 4.9 ( Settlement ) of the Offer Document. As described in the Offer Document, the Offer cannot be accepted by Shareholder in restricted jurisdictions (see Offer Restrictions ), and to the extent any Acceptance Forms are received from Shareholders in such restrictions they will be disregarded. I/we confirm that my/our acceptance is not restricted according to the laws of the jurisdictions applicable to me/us. This acceptance will be treated as valid only if any rights holder (marked with a Yes under Rights holder registered in the right box under Shareholdings registered in the VPS above) has consented to the sale and transfer of the Shares free of encumbrances or other third-party rights to the Offeror by signing this Acceptance Form under Rights holder below. In accordance with the Norwegian Securities Trading Act, the Receiving Agent must categorize all new customers in one of three customer categories. All Shareholders delivering this Acceptance Form and which are not existing clients of the Receiving Agent will be categorized as non-professional clients. For further information about the categorisation, the Shareholder may contact the Receiving Agent. The Receiving Agent will treat the delivery of this Acceptance Form as an execution only instruction from the Shareholder to sell his/her Shares under the Offer, since the Receiving Agent is not in the position to determine whether the acceptance of the Offer and selling of Shares is suitable or not for the Shareholder. The Offer and this Acceptance Form are governed by and will be interpreted in accordance with Norwegian law. Any disputes are subject to exclusive jurisdiction of the courts of Norway, with the Oslo District Court as legal venue. Acceptance: By executing and delivering this Acceptance Form I/we represent and warrant that I/we have received the Offer Document and accept the Offer in accordance with the terms of the Offer as set forth in the Offer Document. This Acceptance only covers of my/our Shares (only to be filed in if the Acceptance covers less Shares than filled in above). Signature: Place Date Signature* Phone daytime/ *If signed by power of attorney, the power of attorney (and with respect to companies, Certificate of Registration or similar documentation) shall be enclosed. If signed by a person with signatory right, Certificate of Registration or similar documentation shall be enclosed. If relevant, fill inn bank account for cash settlement: Payment to Shareholders who do not have a Norwegian bank account connected to their VPS account **: Fill in here: and Bank account number/iban-number SWIFT/BIC-code ** Shareholders who provide incomplete account details in this Acceptance Form or provide account details on an account which is not a Norwegian kroner account, consent that the Receiving Agent, may send the funds in any of the following ways: (i) by cheque in the local currency of the jurisdiction of the shareholder (either as registered in the VPS or as stated in the Acceptance Form) or in US Dollars (USD) or (ii) by remittal of funds to any bank account provided on the Acceptance Form in the relevant Shareholders name in any applicable currency of such account. The Receiving Agent may in such case select the payment method that the Receiving Agent, in its sole opinion, deems the most appropriate, and the Receiving Agent may for such purpose convert the funds into any applicable currency. The Receiving Agent should be contacted in respect of shareholders who do not hold a bank account with a Norwegian bank. Rights holder: If there is a registered rights holder on the VPS account, this will be marked with YES in the box Rights holder registered above. As rights holder, the undersigned consents to the transfer of the Shares to the Offeror free of any encumbrances and other third-party rights whatsoever. Place Date Rights holder s signature Phone daytime *If signed by power of attorney, the power of attorney (and with respect to companies, Certificate of Registration or similar documentation) shall be enclosed. If signed by a person with signatory right, Certificate of Registration or similar documentation shall be enclosed. If more than one rights holder is registered, each rights holder must sign. 30

31 AS Consensio Strandveien 17 Postboks 132, Lysaker 1366 Lysaker Financial Advisor and Receiving Agent: Bryggetorget 4 P.O. Box 1170 Sentrum N-0107 Oslo Norway Legal Advisor: Fridtjof Nansesn pl. 7. Postboks 1983 Vika N-0125 Oslo Heads&Tales KF95

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