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Presentation to Dockwise. 24 April 2012

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(1)

Presentation to

Dockwise

(2)

Disclaimer

This presentation has been prepared by Fairstar Heavy Transport NV (“FHT” or the “company”).

This presentation is for information purposes only. This presentation has not been reviewed or registered with any public authority or stock exchange. Recipients of this presentation may not reproduce, redistribute or pass on, in whole or in part, the presentation to any other person. The distribution of this presentation issued by the company in certain jurisdictions is restricted by law. Persons into whose possession this presentation may come are required by the company to inform themselves about and to comply with all applicable laws and regulations in force in any jurisdiction in or from which it invests or receives or possesses this presentation and must obtain any consent, approval or permission required under the laws and regulations in force in such jurisdiction. FHT shall not have any responsibility or liability for these obligations. In particular, neither this presentation nor any copy of it may be taken or transmitted or distributed, directly or indirectly, into Canada or Japan.

This presentation does not constitute an offer to sell or a solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make such an offer or solicitation in such jurisdiction. The company requires persons in possession of this document to inform themselves about and to observe such requirements.

In relation to the United States and U.S. persons, this presentation is strictly confidential and is being furnished solely in reliance on applicable exemptions from the registration requirements under the U.S. Securities Act of 1933, as amended. The shares have not and will not be registered under the U.S. Securities Act or any state securities laws, and may not be offered or sold within the United States, or to or for the account or benefit of U.S. persons, unless an exemption from the registration requirements of the U.S. Securities Act is available. Accordingly, any offer or sale of shares will only be offered or sold (I) within the United States, or to or for the account or benefit of U.S. persons, only to qualified institutional buyers (“QIBs”) in private placement transactions not involving a public offering and (II) outside the United States in offshore transactions in accordance with regulations. Any purchaser of shares in the United States, or to or for the account of U.S. persons, will be deemed to have made certain

representations and acknowledgements, including without limitation that the purchaser is a QIB.

None of the company’s securities has been or will be qualified for sale under the securities laws of any province or territory of Canada. The company’s securities are not being offered and may not be offered or sold, directly or indirectly, in Canada or to or for the account of any resident of Canada in contravention of the securities law of any province or territory thereof.

In relation to the United Kingdom, this presentation and its contents are confidential and its distribution (which term shall include any form of communication ) is restricted pursuant to Section 21 (Restriction on Financial Promotion) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005. In relation to the United Kingdom, this presentation is only directed at, and may only be distributed to, persons who fall within the meaning of Article 19 (Investment Professionals) and 49 (High Net Worth Companies, Unincorporated Associations, etc.) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 or who are persons to whom the presentation may otherwise lawfully be distributed.

The contents of this presentation are not to be considered to be construed as legal, business, investment or tax advice. Each recipient should consult with its own legal, business, investment and tax adviser as to legal, business, investment and tax advice.

No representation or warranty (express or implied) is made to, and no reliance should be placed on, any information, including projections, estimates, targets and opinions, contained herein, and, accordingly, nor FHT or any officers or employees accept any liability whatsoever arising directly or indirectly from the use of this presentation.

This presentation includes and is based on, among other things, forward-looking information and statements. Such forward-looking information and statements are based on the current expectations, estimates and projections of FHT or assumptions based on information available to FHT. Such forward-looking information and statements reflect current views with respect to future events and are subject to risks, uncertainties and assumptions. FHT cannot give any assurance as to the correctness of such forward-looking information and statements.

An investment in FHT involves risk, and several factors could cause the actual results, performance or achievements of FHT to be materially different from any future results, performance or achievements that may be expressed or implied by statements and information in this presentation.

This presentation is subject to Dutch law, and any dispute arising in respect of this presentation is subject to the exclusive jurisdiction of Dutch courts.

This presentation speaks as of 24 April 2012. Neither the delivery of this presentation nor any further discussions by FHT with any of the recipients shall, under any circumstances, create any implication that there has been no change in the affairs of FHT since such date. FHT does not intend, and does not assume any obligation, to update or correct any information included in this presentation.

(3)

Economic value of Red Box and Green Box projects

Natuna $ 12M Sunrise $ 75M 2 vessels Ichthys $ 175M+ 4 vessels Kitimat $ 50M 2 vessels Browse $ 175M+ 4 vessels Eldfisk $ 12M Solan $ 10M Moho Nord $ 10M SBM FLNG $ 16M Guara Tupi $ 10M Pluto $ 75M 4 vessels IDG Gas $ 20M 2 vessels CMMP Iraq $ 10M Golden Eagle $ 15M Nemba $ 15M Barzan Offshore $ 25M Shtokman Offshore $ 30M 2 vessels Valemon $ 10M Mafumeira $ 25M Brass LNG $ 18M BSR $ 10M Umm Lulu $ 50M Point Thompson $ 50M Prudhoe Bay $ 50M Arrow $ 75M 3 vessels Gorgon $ 500M+ 9 vessels Yamal $ 300M 4 vessels Wheatstone $ 175M+ 4 vessels AP LNG $ 75M 2 vessels Shtokman $ 100M 4 vessels

 In 2012 and 2013 most of these

projects will award marine transportation

contracts

 The lead time from tender

submission to contract award is on

average 15 months

Total segment value approx USD 350 million

Total segment value approx. USD 2 billion

Sylwin deck $ 10M

(4)

Fairstar current contracted Red Box/Green Box

backlog (4 years)

Vessel

Number of months contracted

FJORD

29 months

FJELL

23 months

FORTE

44 months

FINESSE

26 months

Total

122 months *

Average dayrate

USD 73,000

Total contract backlog value

USD 303 million

(5)

2013 and 2014 assumptions

Revenue

 2013

 Contracted/Options:

365 days @ USD

95,000/day (Gorgon)

 Open:

N/A

 2014

 Contracted/Options:

66 days @ USD 95,000/day

(Gorgon)

67 days @ USD 78,000/day

(Golden Eagle)

 Open:

232 days @ USD 85,000

day (Assuming 80%

utilisation of the “open”

contracts)

Cost

 USD 17,000/day in opex and G&A

FJORD

Revenue

 2013

 Contracted/Options:

365 days @ USD

65,000/day (Gorgon)

 Open:

N/A

 2014

 Contracted/Options:

108 days @ USD

65,000/day (Gorgon)

 Open:

257 days @ USD 70,000

day (Assuming 80%

utalisation of the “open”

contracts)

Cost

 USD 17,000/day in opex and G&A

(6)

2013 and 2014 assumptions (cont’d)

Revenue

 2013

 Contracted/Options:

365 days @ USD

70,000/day (Gorgon)

 Open:

N/A

 2014

 Contracted/Options:

259 days @ USD

70,000/day (Gorgon)

106 days @ USD

70,000/day (Ichthys)

 Open:

N/A

Cost

 USD 17,000/day in opex and G&A

FORTE

Revenue

 2013

 Contracted/Options:

63 days @ USD 81,000/day

(Golden Eagle)

53 days @ USD 90,000/day

(CMMP/Saipem)

 Open:

249 days @ 75,000/day

(Assuming 75% utilisation

of the “open” contracts)

 2014

 Contracted/Options:

300 days @ USD

70,000/day (Ichthys)

 Open:

65 days @ USD 0 day

Cost

 USD 17,000/day in opex and G&A

(7)

2013 and 2014 Sales and EBITDA

2013

2013

2013

2013

2014

2014

2014

2014

USDm

Q1

Q2

Q3

Q4

Q1

Q2

Q3

Q4

2013

2014

Gross Revenue

34,7

32,5

32,1

30,4

24,5

28,4

30,0

30,0

129,7

112,9

Revenue (Time Charter Equivalent)

27,8

26,0

25,7

24,3

19,6

22,7

24,0

24,0

103,8

90,4

TCE FJORD

8,6

8,6

8,6

8,6

7,8

5,2

6,2

6,2

34,6

25,4

TCE FJELL

5,9

5,9

5,9

5,9

3,5

4,7

5,1

5,1

23,7

18,5

TCE FORTE

6,4

6,4

6,4

6,4

6,4

6,4

6,4

6,4

25,5

25,5

TCE FINESSE

6,8

5,1

4,8

3,4

1,9

6,4

6,4

6,4

20,1

21,0

Operating costs (OPEX/ G&A)

-6,2

-6,2

-6,2

-6,2

-6,2

-6,2

-6,2

-6,2

-24,8

-24,8

EBITDA FJORD

7,1

7,1

7,1

7,1

6,2

3,7

4,6

4,6

28,4

19,2

EDITDA FJELL

4,4

4,4

4,4

4,4

2,0

3,2

3,5

3,5

17,5

12,3

EBITDA FORTE

4,8

4,8

4,8

4,8

4,8

4,8

4,8

4,8

19,3

19,3

EBITDA FINESSE

5,3

3,6

3,2

1,9

0,4

4,8

4,8

4,8

13,9

14,8

EBITDA

21,6

19,8

19,5

18,2

13,4

16,5

17,8

17,8

79,1

65,6

Source: Fairstar

(8)

100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100%

apr-10 jul-10 okt-10 jan-11 apr-11 jul-11 okt-11 jan-12 apr-12

% o f ra ting s

Buy Hold Sell

0 5 10 15 20 25 P ric e ( N OK)

Price (NOK) Target price

Analyst perspectives on valuation of Fairstar

# of brokers 6 6 5 6 6 4 4 3 3 4 4 4 4 3 4 4 4 4 4 4 4 4 4 4 4

Broker

Date

Rating

Target

(NOK)

Upside from

current

trading

ABG Sundal Collier

20-Apr-12

Buy

20.60

113%

SEB Enskilda Research

20-Apr-12

Buy

12.00

24%

RS Platou Markets

Buy

13.00

34%

Terra Markets

Buy

14.00

45%

Median

13.50

57%

Average

14.90

45%

Current trading

9.68

(9)

Market perspective on the bid from Dockwise – 1

st

day of trading

0

20

40

60

80

100

120

140

7,5

8,0

8,5

9,0

9,5

10,0

8:

45

9:

45

10

:4

5

11

:4

5

12

:4

5

13

:4

5

14

:4

5

15

:4

5

16

:4

5

Volume ('000 shares)

FAIR - Volume

FAIR - Price

Share Price

(10)

New-build parity analysis

USDm

Replacement cost

FORTE

110

FINESSE

110

FJORD

90

FJELL

90

Total replacement cost

400

Net debt fully funded

255

Implied equity value of Fairstar

145

Total equity value (NOKm)

841

Equity value per share (NOK)

9,4

EBITDA less capex Q3 12 - Q2 14 (contracts)

122

EBITDA less capex Q3 12 - Q2 14 (NPV @ 10%)

110

Value per share of cash flow during newbuild construction period (NOK)

7,1

(11)

An acquistion of Fairstar is value accretive to Dockwise

shareholders up to NOK 14 per Fairstar share

 Assumptions

― Combination of Dockwise and Fairstar financials using Bloomberg estimates with cost synergies

1

of

USDm 6 per annum (50% in 2013 and 100% in 2014)

― Dockwise takes over all debt of Fairstar and acquires all shares in Fairstar through issuing of new

Dockwise shares at current market value

-2%

0%

2%

4%

6%

8%

10%

12%

14%

16%

NOK 9.30

NOK 12.0

NOK 14.0

2013 accretion

2014 accretion

1) Cost synergies relate to cost savings on Board remuneration of USDm 2.3, advisory costs of USDm 1.6 (audit, tax and legal), listing costs of USDm 0.1, housing and office related expenses of USDm 1.0, sales and marketing of USDm 0.6 and cost savings on supporting staff of approx USDm 0.4

(12)

Contact details - Fairstar Heavy Transport NV

Postal address

Visiting address

P.O. Box 2225

Weena 316-318, Tower A

3000 CE Rotterdam

3012 NJ Rotterdam

The Netherlands

The Netherlands

Philip Adkins (CEO)

M +44 (0)7796 681 414

E

[email protected]

This material has been prepared by Fairstar Heavy Transport NV (“FHT").

This material is for distribution only under such circumstances as may be permitted by applicable law. It has no regard to the specific investment objectives, financial situation or particular needs of any recipient. It is published solely for informational purposes. No representation or warranty, either express or implied, is provided in relation to the accuracy, completeness or reliability of the information contained herein, nor is it intended to be a complete statement or summary of the securities, markets or developments referred to in the materials. It should not be regarded by recipients as a substitute for the exercise of their own judgement. Any opinions expressed in this material are subject to change without notice and may differ or be contrary to opinions expressed by other business areas or groups of FHT as a result of using different assumptions and criteria. FHT is under no obligation to update or keep current the information contained herein. Neither FHT nor any of its affiliates, nor any of FHT’s or any of its affiliates, directors, employees or agents accepts any liability for any loss or damage arising out of the use of all or any part of this material. © 2012 Fairstar Heavy Transport NV. All rights reserved. Fairstar Heavy Transport NV specifically prohibits the redistribution of this material and accepts no liability whatsoever for the actions of third parties in this respect.

Contact

T +31 (0)10-403 5333

F +31 (0)10-403 5344

I

www.fairstar.com

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