ANNUAL REPORT 20 13 - Clarksons Platou Securitiessecurities.clarksons.com/~/media/Files/Rsplatou Anual reports... · board of directors' report for 2013 40 consolidated financial

A N N U A L R E P O R T

20 13

THE WORLDACCORDING TORS PLATOU–

PROJECT FINANCE

SHIPBROKING OFFSHORE INVESTMENT BANKING

4KEY FINANCIAL FIGURES

6LETTER FROM THE CHAIRMAN

8RESEARCH – THE FUNDAMENT OF OUR BUSINESS

14OVERVIEW OF OUR BUSINESS AREAS

24CORPORATE GOVERNANCE

34BOARD OF DIRECTORS' REPORT FOR 2013

40CONSOLIDATED FINANCIAL STATEMENTS

49NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

90FINANCIAL STATEMENTS FOR RS PLATOU ASA

95NOTES TO THE FINANCIAL STATEMENTS FOR RS PLATOU ASA

108AUDITOR’S REPORT FOR 2013

TABLE OFCONTENTS–

ANNUAL REPORT 2013

4

RS Platou | Annual Report 2013

Figures in NOK 1 000

INCOME STATEMENTS

Revenues - Shipbroking - Offshore - Markets - Finance - UnallocatedEBIT before bonus paymentsBonusesEBIT after bonus paymentsNet financial itemsProfit before taxesNet profit - Net profit for equity holders of Parent - Net profit for non-controlling interestsTOTAL COMPREHENSIVE INCOME

BALANCE SHEETS

Non-current assetsCurrent assetsTotal equityLong-term liabilitiesCurrent liabilitiesTOTAL EQUITY AND LIABILITIES

KEY FIGURES

Equity ratio (%) Book value per share (NOK) Dividend per share (NOK)

PROFITABILITY

EBIT margin after bonus payments (%)Return on equity (%) Ordinary & diluted earnings per share (NOK) No. of shares issued at 31.12 (in 1 000)Weighted average no. of shares outstanding (in 1 000)

ORGANIZATION

No. of employees at 31.12

292 627 532 472 318 371 116 692 390 037 825 100

921 027 288 959 346 151 240 840

62 428 (5 716)

363 215 246 502 116 713 (48 996)

67 717 22 772

(47) 22 818 22 772

39%7.782.50

376

12.7%0%

(0.00) 40 948 40 731

2011

846 002 268 848 331 750 176 191

68 136 1 077

245 636 181 648

63 988 (39 419)

24 569 9 871 3 278 6 593 7 530

290 578 463 259 165 107 106 419 482 310 753 836

22%4.002.00

344

7.6%1%

0.08 41 303 40 915

2012

1 286 710 295 251 355 635 564 313

71 511 -

698 500 379 649 318 851 (4 442)

314 409 218 424

174 322 44 102

241 028

287 174 865 162 316 916

82 647 752 773

1 152 336

28%6.803.00

364

24.8%72% 3.78

46 607 46 144

2013

994 117 346 151 356 998 232 998

65 889 (7 918)

500 596 276 074 224 522 (43 954) 180 568 120 198

102 075 18 123

121 403

249 663 633 852 285 834 124 859 472 822 883 515

32%6.981.50

346

22.6%41% 2.52

40 971 40 495

2010

837 300 313 980

360 843 108 703

63 635 (9 860)

363 840 271 736

92 103 (138 974)

(46 871) (40 907)

(12 244) (28 663)

(65 194)

282 630 602 180 206 648

96 950 581 212 884 810

23%5.081.00

312

11.0%-5%

(0.35) 40 688 35 389

2009

KEY FINANCIAL FIGURES—

5

RS PLATOU GROUP – REVENUE DEVELOPMENT

RS PLATOU GROUP – RETURN ON EQUITY

RS PLATOU GROUP – EBIT

RS PLATOU GROUP – EPS

SHIPBROKING OFFSHORE INVESTMENT BANKING FINANCE EBIT (NOK 1 000) EBIT MARGIN AFTERBONUS PAYMENTS (%)

ROE (%) EPS (ORDINARY & DILUTED, IN NOK)

600 000

400 000

300 000

200 000

100 000

60

40

30

20

10

10

8

6

4

2

0

-2

100

80

60

40

20

0

-20

RS PLATOU GROUP – BUSINESS BOOKED

2013 2012

0%

1%

72%

0.08

3.78

-0.35

2.52

0.00

12.7%7.6%

24.8%22.6%

11%

41%

-5%

2013

2013 2013

2013

1600

1400

1200

1000

800

600

400

200

0

1400

1200

1000

800

600

400

200

2009 2013

2009

2009 2009

2009

2010 2009

2010

2010 2010

2010

2011 2010

2011

2011 20 11

2011

2012 2011

2012

2012 2012

2012

RS PLATOU GROUP – FORWARD BOOK

1 500 000

1 250 000

1 000 000

750 000

500 000

250 000

0

Key Financial Figures


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Photo: S

hutterstock

7

Letter from the Chairman

Continuous improvement efforts are made to advance our service offering and to reaffirm RS Platou as leading global niche player. In 2013, both Shipbroking and Offshore have hired experienced brokers to support their global operations. RS Platou Markets has secured additional underwriting licenses for the US operations to strengthen the relationship with corporate clients and institutional investors. Project Finance has secured a co-operation agreement with CIT, a US leasing firm, to provide finance in sale leaseback transactions.

The financial outlook for 2014 is attractive. Capital markets remain buoyant, and the transaction window is still open for companies and investors. Second-hand shipping tonnage is experiencing enhanced pricing with the expectation of increasing transaction volumes.

RS Platou is committed to continue to serve its clients, and the Board of Directors is dedicated to overseeing the continued development of the Group. I would like to thank all of our clients, employees and shareholders for their support and loyalty during the past year. We sincerely look forward to working with you in the years ahead.

Yours sincerely,

Ragnar HornChairman

Towards the end of 2013, the global economy grew at its highest rate in almost three years, signaling steady but somewhat unpretentious expansion below recent trend lines. At any rate, the improved world economic activity gave impetus for better fundamentals for the shipping industry with reduction in structural overcapacity and improved rates. In all, 2013 must be viewed in a positive light despite mixed financial returns.

MSCI World Index was up 27% in 2013, and judging by the significantly increased activity in equity markets, shipping investors believe in a continued recovery in earnings. Globally, about USD 7 billion of public equity was raised for shipping, of which RS Platou Markets, RS Platou's boutique investment bank, was involved with an impressive USD 3 billion of shipping transaction volumes.

With stable oil prices and global E&P spending predicted to have increased by over 7% in 2013, offshore players experienced another strong year. However, there were variations across segments, and towards the end of the year, rig fixing activity was reduced on the back of higher E&P costs and increased capital discipline by the oil companies.

2013 was a successful year for RS Platou in its focused efforts to become a leading global provider of brokerage and investment banking services to the shipping and offshore industries. Key financial take-aways: ■ NOK 1 514 million in new business booked,

up 62% from 2012 ■ Revenues of NOK 1 287 million, up 52% from 2012 ■ Net income of NOK 174 million (NOK 213 million adjusted

for non-recurring items) ■ Year-end forward book of NOK 1 331 million,

up 12% from 2012

LETTER FROM THE CHAIRMAN

RS PLATOU MARKETS, RS PLATOU'S BOUTIQUE INVESTMENT BANK, WAS INVOLVED WITH AN IMPRESSIVE USD 3 BILLION IN TRANSACTION VOLUME AND CONTRIBUTING WITH 44% OF REVENUES IN 2013, IMPROVED WORLD ECONOMIC ACTIVITY, STABLE OIL PRICES AND ATTRACTIVE ASSET PRICING LEAD TO A SATISFACTORY YEAR.

8


1936

2011

2001

1987

2009

1973

2013

2007

1990

1960

2012

2004

1989

2010

1978

20142008

2000

RSP founded as shipbrokers in Oslo.

Established offices in Dubai and Cape Town and re-established offices in Sydney, Perth and Melbourne. RS Platou Markets Inc. established in New York, United States.

Acquired 34% of Petroadvisor AS (exit in 2008).

Management buy-out.

Established RS Platou Real Estate, RS Platou Markets (Asia) Pte Ltd established in Singapore, RS Platou Hellas and RS Platou LLP established in London.

RS Platou Offshore established.

RS Platou Markets, Inc. received underwriting and research licenses.

RS Platou ASA bought outstanding shares in RS Platou Markets AS, taking the ownership to 90.1%.

RS Platou Finans Shipping AS received license to perform certain investment banking activities.

RS Platou ASA opened up office in Seoul, South Korea.

RS Platou Finans partnered with CIT Maritime Finance in leasing venture.

RS Platou ASA acquired Christiania Shibrokers AS and changed name to RS Platou Tankers AS.Established office in Shanghai.

Acquired Platou Economic Research.

Started offshore broking services.

RS Platou Markets (Asia) Pte. Ltd sold.

Established RS Platou Finans AS.

Singapore office established.

Established office in Rio de Janeiro.

Houston office established.

RS Platou Markets awarded dealmaker of the year and won Deal of the Year 2013 by Marine Money.

RS Platou Finans AS changed name to RS Platou Project Finance AS.

Acquired 100% of Stewart Group Ltd., Aberdeen and London in March, and acquired 50.01% of RSPM previously owned by Glitnir Banki hf in October.

Founding partner in IMAREX (exit in 2006).

KEY EVENTS IN THE GROUP’S HISTORY:

In 2013, RS Platou ASA and Fabritius Gruppen AS formed a Joint Venture to acquire a newbuild in Munkedamsveien 62. The principal motivation is driven by the opportunity to create an encouraging tailored working environment. The building will get 4 floors + basement/parking totaling 5360 sqm. The Platou Group will rent all necessary office space while remaining office space will be sublet in the market.

RS Platou has signed a 12 year lease with two five year options at equal terms. The building with the estate will be owned by a company owned 50% by the RS Platou Group and 50% by Fabritius Gruppen AS. The building will according to current plans be completed in March/April 2015.

THROUGH MORE THAN 75 YEARS OF STEADY BUSINESS, RS PLATOU HAS DEVELOPED FROM A LOCAL SHIP BROKER IN NORWAY TO A GLOBAL PLAYER, OFFERING SHIPPING AND OFFSHORE CUSTOMERS A COMPLETE RANGE OF COMMERCIAL AND FINANCIAL SERVICES.

9

Research – The fundament of our business

THE FUNDAMENT OF OUR BUSINESS

THE RS PLATOU REPORTSince its very first year of its foundation, RS Platou issued its first general review of the Norwegian contracting & sale and purchase market for ships. For many years entitled quite simply “The Norwegian Sale & Purchase Market”, it was published in Norwegian and included an overall picture of contracting, sales and purchasing activities and scrapping in respect of vessels over 500 dwt and other factors of interest relating to the Norwegian shipping market.

Simple as it was, the report filled an important need and kept both the company and the Norwegian shipbroking market in the limelight. In time, to keep abreast of the shipping expansion of both RS Platou and the Norwegian shipping community in general, it became necessary to print the report in both English and Norwegian. In 1964 the decision was taken to publish only in English under the title “The Platou Report”.

This report has changed considerably over the years in both content and appearance, thus mirroring the many changes that have taken place in shipping itself. The Platou Report is the group’s flagship publication. In addition to containing information on the shipping industry, the report now contains information on the offshore market and the renewable energy market in addition to providing up to date information on the world economy, global capital markets and debt syndication and financing.


10

OUR WORLD OF RESEARCH PRODUCTSRS Platou was one of the first brokerage firms to establish an economic research division, as early as the 1960s, seeing it as an integral way of providing a value added service to our clients. Since then we have built system values with strong emphasis on a combination of economic theory, market models and practical shipping and offshore know-how.

Our research products provide the reader with leading edge insights and recommendations on micro and macro level within the world of shipping, oil services and E&P. Today, RS Platou Economic Research, RS Platou Offshore Research and RS Platou Markets provide research to clients of all major shipping and offshore segments, including the underlying commodity markets which drive the demand for transportation and offshore services. This research is communicated to our clients both in written f ormat as well as via presentations.

Our research is grounded both in top-down analyses of global macroeconomic conditions, as well as bottom-up analyses of world energy and steel markets, including the development in trade patterns and demand for offshore services. The shipbuilding and offshorebuilding markets are closely monitored by tracking yard capacity and ordering activity.

RS Platou Markets provides global research on key industry and corporate developments that drive equity and bond markets within our sectors. With flagship products including our Oil Services Quarterly, E&P Quarterly and Shipping Quarterly, we provide investors with unique insight and highly valued recommendations.

RS Platou Markets also manages roadshows, seminars, conferences, and investor trips in cooperation with the other companies in the Group.

MArKet rePortjUly 2013

market rePOrtJUlY 2013

The Platou Report

Issuing company: RS Platou ASA

Department: All departments

Market Report

Issuing company: RS Platou Finans


Market Report

Issuing company: RS Platou Real Estate


OUR ANNUAL REPORTS

OUR CURRENT PUBLICATIONS

11


OUR QUARTERLY PUBLICATIONS

Quarterly Newbuilding Report


Department: Offshore

Comments: For registered clients only

NEWBUILDINGS

LPG CARRIERS ABOVE 10,000 CBM - LNG CARRIERS ABOVE 10,000CBM

TANKERS ABOVE 25,000 DWT

BULKERS ABOVE 70,000 DWT

CONTAINER VESSELS ABOVE 2,000 TEU

1st Quarter 2012

1st quarter 20124th quarter 20113rd quarter 20112nd quarter 2011

NEW ORDERS

LPG 0,10 mill cbm 0,01 mill cbm 0,17 mill cbm 0,42 mill cbm

LNG 2,74 mill cbm 3,05 mill cbm 0,79 mill cbm 1,47 mill cbm

CONTAINERS 0,85 mill teu 0,18 mill teu 0,09 mill teu 0,01 mill teu

TANKERS 2,75 mill dwt 1,60 mill dwt 2,17 mill dwt 3,37 mill dwt

BULK 3,32 mill dwt 3,63 mill dwt 1,87 mill dwt 2,41 mill dwt

TOTAL (Tank/Bulk) 6,07 mill dwt 5,23 mill dwt 4,05 mill dwt 5,78 mill dwt

1st quarter 20124th quarter 20113rd quarter 20112nd quarter 2011

ORDERBOOK

LPG 1,48 mill cbm 1,49 mill cbm 1,31 mill cbm 1,56 mill cbm

LNG 7,12 mill cbm 8,73 mill cbm 9,18 mill cbm 11,33 mill cbm

CONTAINERS 4,22 mill teu 4,25 mill teu 4,04 mill teu 3,65 mill teu

TANKERS 95,22 mill dwt 84,89 mill dwt 74,73 mill dwt 67,37 mill dwt

BULK 168,18 mill dwt 154,33 mill dwt 138,88 mill dwt 120,51 mill dwt

TOTAL (Tank/Bulk) 263,40 mill dwt 239,22 mill dwt 213,61 mill dwt 187,88 mill dwt

Oslo, Apr 17th 2012

Shipping Quarterly

Issuing company: RS Platou Markets AS

Department: Equity Research


Equity research:

Frode MørkedalTel.: +47 22 01 63 [email protected]

Herman HildanTel.: +47 22 01 63 [email protected]

Economic research:

Ole-Rikard HammerTel.: +47 23 11 25 [email protected]

Erik M. AndersenTel.: +47 23 11 25 [email protected] Bjørn BoddingTel.: +47 23 11 25 [email protected] Jørn BakkelundTel.: +47 23 11 26 [email protected] Ole Gustav EriksenTel.: +47 23 11 24 [email protected]

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Shipping Quarterly February 2014

This report has been prepared and provided for information purposes only by RS Platou Markets AS, a foreign broker-dealer that is not registered in the United States, solely for general information purposes to professional investors and in the United States solely to “major U.S. Institutional investors” in reliance on the exemption from broker-dealer registration provided by Rule 15a-6 of the United States Securities Exchange Act of 1934, as amended. Each professional investor and major U.S. institutional investor that receives a copy of this report by its acceptance there-of represents and agrees that it shall not distribute or provide copies to any other person. The report does not constitute and will not form part of and should not be construed as a solicitation of any offer to buy or sell any security, commodity or instrument or related derivatives or to participate in any trading or investment strategy. The opinions and estimates included herein reflect the views and available information as of the dates specified and may have been and may be subject to change without notice. For additional information and disclaimers, see “Disclaimer” included at the end of this report.

RS PLATOU MARKETS ASHaakon VII’s gate 10P. O. Box 1474 VikaN-0116 Oslo, Norway

Tel.: +47 22 01 63 00Fax: +47 22 01 63 [email protected]

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Earnings Countdown Quarterly




Head of Research:Analyst: Anders BerglandTel: +47 22 01 63 [email protected]

Analyst: David BhattiTel: +47 22 01 63 [email protected]

Analyst: Alex Gheorghe Tel: +47 22 01 63 [email protected]

Analyst: Herman HildanTel: +47 22 01 63 [email protected]

Analyst: Turner HolmTel: +47 22 01 63 [email protected]

Analyst: Per HaagensenTel: +47 22 01 63 [email protected]

Analyst: Jørgen Andreas LandeTel: +47 22 01 63 [email protected]

Analyst: Terje MauerTel: +47 22 01 63 [email protected]

Analyst: Frode MørkedalTel: +47 22 01 63 [email protected]

This report has been prepared and provided for information purposes only by RS Platou Markets AS, a foreign broker-dealer that is not registered in the United States, solely for general information purposes to professional investors and in the United States solely to “major U.S. Institutional investors” in reliance on the exemption from broker-dealer registration provided by Rule 15a-6 of the United States Securities Exchange Act of 1934, as amended. Each professional investor and major U.S. institutional investor that receives a copy of this report by its acceptance thereof represents and agrees that it shall not distribute or provide copies to any other person. The report does not consti-tute and will not form part of and should not be construed as a solicitation of any offer to buy or sell any security, commodity or instrument or related derivatives or to participate in any trading or investment strategy. The opinions and estimates included herein reflect the views and available information as of the dates specified and may have been and may be subject to change without notice. For additional information and disclaimers, see “Disclaimer” included at the end of this report.


Tel: +47 22 01 63 00Fax: +47 22 01 63 [email protected]

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Earnings Countdown Quarterly 1Q14 April 2014

Ship FinanceInternationalL I M I T E D

Fertilizer Quarterly




Equity Research

Per HaagensenTel: +47 22 01 63 [email protected]

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Fertilizer Quarterly January 2014




OUR MONTHLY PUBLICATIONS

RS Platou Monthly


Department: Shipbroking

RS Platou Rig Monthly


Department: Offshore

RS Platou Global Support Vessel Monthly



12


Initiating Coverage 28-Apr-14

RS Platou Markets AS Equity Research | Oslo

Haakon VII’s gate 10 P.O.Box 1474 Vika, 0116 Oslo, Norway

Telephone +47 22 01 63 00 Telefax +47 22 01 63 10

[email protected] www.platoumarkets.com

Reg.no: 942 274 238

Analyst: Frode Mørkedal Tel: +47 22 01 63 27 E-mail: [email protected] Next report date: Disclosure:

Analyst: Herman Hildan Tel: +47 22 01 63 53 E-mail: [email protected]

7-27% dividend yield potential! We initiate coverage of Dorian LPG (Dorian) with BUY and USD 6/sh target price based on earnings multiples. The second largest VLGC owner with the largest eco-design fleet offers downside protection from low cash break-even and attractive valuation potential. Depending on US LPG exports, we see potential for USD 0.3-1.1/sh in dividend capacity, supporting current valuation in the low case scenario while offering 27% yield potential in the high case scenario. In sum we view risk/reward attractive in light of the already soaring US LPG exports. BUY and USD 6/sh TP initiated. Fleet: Dorian owns 3 VLGCs and one 5k cbm pressurised vessel on the

water. From the orderbook of 16 VLGCs, 2 will be delivered in 2014, 12 in 2015 and the remaining 2 in 2016, all eco-design.

Balance sheet: Dorian has placed orders for USD 1.25bn and raised USD 470m in equity. We assume 55% leverage (USD 660m) while the remaining USD 120m is bridged by operational cash flow in our estimates. With 17 years repayment profile vs. 18 years on existing vessels, cash break-even is $21,000/day. This includes 4.5% interest cost and $9,000/day opex. We expect $3,300/day ($100k/month) fuel savings, resulting in cash break-even of $18,000/day when comparing to old design. This is substantially below our $29,000/day rate estimate in the low case US LPG export scenario (16-17mtpa).

Valuation: Our NAV estimate of USD 3.4/sh gives P/NAV of 1.15x and 1.07x EV/Assets. Fully invested 8x EV/EBITDA in 2017 on 12 months rolling VLGC rate of ~$32,000/day gives USD 4/sh, current valuation. On our $40,000/day rate assumption in 2016, Dorian is trading at 6.4x while 8x gives USD 6/sh, our target. Our high case scenario for US LPG exports of 29mtpa in 2016 gives VLGC rates of $54,000/day. In this scenario Dorian is trading at 4x in 2016.

Yield potential: We estimate 2016 EBITDA of USD 143-309m in our rate scenarios of $29-54,000/day. After USD 35m of interest and USD 48m of debt repayments, USD 59-226m should remain available to shareholders in dividends, or a 7-27% yield. Our target price reflects 5-20% yield target, with our base case reflecting ~11% yield target.

We initiate coverage of Dorian LPG with BUY and USD 6/sh target price. Low cash break-even supports downside risk while continued soaring US LPG exports could create a fuel efficient cash-cow.

Dorian LPGSector: Marine

Recommendation: BUY (unchanged)Target price (USD): 6.0 (unchanged)

Company descriptionDorian LPG is the leading owner and operator of modern and fuel-efficient VLGCs. Current fleet of 3 VLGCs and 1 pressurised vessel with 16 VLGCs on order (+3 options)

12

14

16

18

20

22

24

26

Jul. 13 Aug.13

Sep.13

Oct. 13 Nov.13

Dec.13

Jan. 14

Share price (NOK) in Dorian LPG relative to key indices

Dorian LPG OSEBX index OSE Transportation

Shareholders Shares VotesScorpio Tankers 30.0 % 30.0 %

Free Float 70.0 % 70.0 %

Changes in estimates (USDm)2013E 2014E

New Old Chg. New Old Chg.Oper. revenue 45 65EBITDA, adj. 19 32EBIT, adj. 7 19Net income, adj. -1 11EPS, adj. (USD) 0.0 0.1

Company data (2013E)Share price (NOK) 24.75No. of shares (m) 213.6Market cap. (USDm) 843Net debt YE (USDm) -133Enterprise value (USDm) 710

Description of adjustments: Sale of assets, agio/disagio and gain/losses on financial instruments

Key figures 2013E 2014E 2015E 2016ERevenue (USDm) 45 65 267 370EBITDA (USDm) 19 32 165 216EBITDA, adj. (USDm) 19 32 165 216EBIT, adj. (USDm) 7 19 132 162Pre-tax profit, adj. (USDm) -1 11 110 127Net income, adj. (USDm) -1 11 110 127EPS, adj. (USD) 0.00 0.05 0.52 0.59OCFPS (USD) 0.0 0.1 0.6 0.8FCFPS (USD) -2.0 -1.6 -2.3 0.8BVPS (USD) 3.3 3.4 3.9 4.5Net asset value (NAV) (USD) 0.0 0.0 0.0 0.0Dividend (USD) 0.00 0.00 0.00 0.00EV/EBITDA, adj. (x) 38.3 32.9 9.4 6.4EV/EBIT, adj. (x) 99.8 55.6 11.7 8.5P/E, adj. (x) n.m. 75.9 7.6 6.6P/OCF (x) n.m. 37.0 6.5 5.1EV/FCF (x) n.m. n.m. n.m. 8.3P/Book (x) 1.2 1.2 1.0 0.9P/NAV (x) n.m. n.m. n.m. n.m.Dividend yield (%) 0.0 0.0 0.0 0.0

Key Assumptions 2013E 2014E 2015E 2016EVLGC spot rate assumption 36,000 38,000 50,000 40,000

Initiating Coverage

Issuing company: RS Platou Markets



Flash 03-Apr-14





Reg.no: 942 274 238

Analyst: Frode Mørkedal Tel: +47 22 01 63 27 E-mail: [email protected] Next report date: 27.03.2014 Disclosure:

Analyst: Herman Hildan Tel: +47 22 01 63 53 E-mail: [email protected]

Even weaker than expected Stolt-Nielsen reported even lower figures than we expected and we were lowest among consensus. All segments except LPG reported weaker results compared with last quarter. A lot of the weakness can be explained by seasonality, however, such as weather-related delays in Houston. In other words, the trend of higher y-y earnings remains intact, in our view.

1Q14 results: EBITDA adjusted for gains came in at USD 86m vs. our USD 95m and consensus expectation of USD 103m.

Weak chemical tankers: As highlighted in our preview, Stolt Tankers reported weaker results q-q, although not as bad as we had fared. EBITDA of USD 40m was lower than USD 46m in 4Q13 but better than our USD 36m expectation. Fog-related delays and weaker utilization hampered results. Management expects the positive volume development seen during 2H13 to resume as the year progresses.

Softer Terminals: Underlying EBITDA was USD 21m when excluding insurance gains of USD 5m from Hurricane Isaac-related damages to the New Orleans terminal. This was down from USD 24m in the prior quarter and our USD 23m assumption. Terminal capacity was higher than expected due to new capacity installed but 89% utilization was lower than expected as it took longer time to commission the tanks. Generally, storage rates are under pressure due to competition.

Tank Containers significantly weaker than expected with EBITDA of USD 20m vs. USD 24m in the prior quarter and our USD 26m estimate. Seasonal lower volumes and shorter hauls explained the weakness, the Company said.

We expect no major change to estimates except accounting for the weaker 1Q14 figures. At EV/EBITDA 8.3x ’14e and P/NAV 0.96x we reiterate Neutral, although based on improved earnings estimates the stock trades on 6x ‘15/16e EBITDA.

Stolt-NielsenSector: Marine

Recommendation: NEUTRAL (unchanged)Target price (USD): 30 (unchanged)

Company descriptionShipping company operating specialized chemical tankers, tank terminals, tank containers and LPG carriers. The Company operates 132 vessels. Listed on OSE under the ticker SNI.

100110120130140150160170180190200

apr. 13 jun. 13 aug.13

okt. 13 des. 13 feb. 14 apr. 14

Share price (NOK) in Stolt-Nielsen relative to key indices

Stolt-Nielsen OSEBX index OSE Transportation

Shareholders Shares VotesFiducia Ltd 45.2 % 45.2 %Odin Forvaltning 7.6 % 7.6 %Stolt Nielsen Ltd 7.0 % 7.0 %Government Pension Fund-Noway 5.7 % 5.7 %Free Float 54.8 % 54.8 %

Changes in estimates (USDm)2014E 2015E

New Old Chg. New Old Chg.Oper. revenue 2 163 2 163 0 % 2 379 2 379 0 %EBITDA, adj. 425 425 0 % 528 528 0 %EBIT, adj. 214 214 0 % 313 313 0 %Net income, adj. 95 95 0 % 192 192 0 %EPS, adj. (USD) 1.6 1.6 0 % 3.3 3.3 0 %

Company data (2014E)Share price (NOK) 177.50No. of shares (m) 58.0Market cap. (USDm) 1 722Net debt YE (USDm) 1 786Enterprise value (USDm) 3 508

Description of adjustments: Sale of assets, agio/disagio and gain/losses on financial instruments

Key figures 2010 2011 2012 2013 2014E 2015E 2016ERevenue (USDm) 1 794 2 029 2 072 2 155 2 163 2 379 2 523EBITDA (USDm) 310 323 363 391 425 528 575EBITDA, adj. (USDm) 300 320 308 362 425 528 575EBIT, adj. (USDm) 150 157 124 164 214 313 356Pre-tax profit, adj. (USDm) 126 107 96 105 116 213 256Net income, adj. (USDm) 95 87 22 54 95 192 235EPS, adj. (USD) 1.58 1.48 0.38 0.93 1.64 3.31 4.06OCFPS (USD) 3.6 4.0 3.5 3.2 5.3 7.1 7.9FCFPS (USD) 6.6 -5.6 -1.9 -1.1 -1.5 1.6 3.0BVPS (USD) 25.7 26.1 25.5 27.1 27.7 30.1 33.1Net asset value (NAV) (USD) 30.2 30.2 30.2 0.0 0.0 0.0 0.0Dividend (USD) 0.50 1.00 1.00 1.00 1.00 1.00 1.00EV/EBITDA, adj. (x) 6.9 7.9 8.4 8.9 8.3 6.6 5.8EV/EBIT, adj. (x) 13.9 16.1 21.1 19.7 16.4 11.1 9.4P/E, adj. (x) 11.9 13.2 45.7 29.6 18.1 9.0 7.3P/OCF (x) 5.2 4.9 5.1 8.7 5.6 4.2 3.8EV/FCF (x) 5.3 n.m. n.m. n.m. n.m. 38.2 19.2P/Book (x) 0.7 0.7 0.7 1.0 1.1 1.0 0.9P/NAV (x) 0.6 0.6 0.6 n.m. n.m. n.m. n.m.Dividend yield (%) 2.7 5.1 5.7 3.6 3.4 3.4 3.4

Key Assumptions 2010 2011 2012 2013 2014E 2015E 2016ESailed-in index 1.17 1.08 1.12 1.25 1.32 1.41 1.49

Flash




Company Update 15-Apr-14





Reg.no: 942 274 238

Analyst: Turner Holm Tel: +47 22 01 63 54 E-mail: [email protected] Next report date: 30.04.2014 Disclosure:

Did someone say slowdown?

AKSO today announced the award of a massive Subsea contract worth NOK 14bn with Total on the Kaombo project in Angola. To reflect the larger than anticipated size of the contract, we are raising 2015e EBITDA by 3%. We reiterate our Buy and NOK 140 Target Price.

Contract details – AKSO will deliver 20 manifolds and 66 trees for Total’s Kaombo project in Angola. Delivery will begin in 2Q15 and run through 2018, though with Total targeting start-up in 2017, we expect the majority of the value to be delivered in the first 3 years. While AKSO likely bid aggressively for the contract, the extra volume should mean accretive incremental margins for the project. We expect Subsea margins to continue trending positively.

It’s big, really big – In a year supposedly characterized by slowing contract awards, AKSO has announced nearly NOK 16bn of Subsea awards in the first 4 months of 2014. Comparatively AKSO booked total Subsea awards of NOK 12bn in 2012. Alone the Kaombo award is bigger than AKSO’s total Subsea revenue in 2013. We estimate AKSO’s Subsea backlog now stands at 2.2x 2014e Subsea revenue.

Pricing gap unjustified – At 4.5x 2015e EV/EBITDA, AKSO trades at a wide gap to its LT average of 6.8x fwd year. Though we recognize the challenging macro setting, the pricing gap looks unjustified given AKSO’s formidable backlog, streamlined structure and diminished risk. Our NOK 140 Target Price reflects ~6x 2015e EV/EBITDA.

Aker SolutionsSector: Energy Equipment & Services

Recommendation: BUY (unchanged)Target price (NOK): 140 (unchanged)

Company descriptionAker Solutions is a leading global supplier of engineering services, products and systems for drilling equipment and subsea solutions, as well as life-cycle solutions.

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Share price (NOK) in Aker Solutions relative to key indices

Aker Solutions OSEBX index OSX index

Shareholders Shares VotesAker Kvaerner Holding AS 40.3 % 40.3 %State Street 8.6 % 8.6 %Aker ASA 6.0 % 6.0 %Govt Pension Fund Norway 3.4 % 3.4 %Free Float 59.7 % 59.7 %

Changes in estimates (NOKm)2014E 2015E

New Old Chg. New Old Chg.Oper. revenue 48,677 48,397 1% 53,652 52,272 3%EBITDA, adj. 5,091 5,065 1% 6,196 6,028 3%EBIT, adj. 3,691 3,665 1% 4,796 4,628 4%Net income, adj. 2,331 2,313 1% 3,205 3,087 4%EPS, adj. (NOK) 8.6 8.5 1% 11.8 11.3 4%

Company data (2014E)Share price (NOK) 94.50No. of shares (m) 270.5Market cap. (NOKm) 25,562Net debt YE (NOKm) 3,612Enterprise value (NOKm) 29,174

Adjustments are made for special operating items, impairment of goodwill, write-downs, agio/disagio and fx hedging derivatives.

Key figures 2010 2011 2012 2013 2014E 2015E 2016ETotal revenue (NOKm) 46,267 36,474 44,922 45,345 48,677 53,652 55,177EBITDA, adj. (NOKm) 3,778 2,688 4,376 3,951 5,091 6,196 6,397EBITA (NOKm) 2,907 2,569 3,535 2,488 3,691 4,796 4,997EBIT, adj. (NOKm) 2,907 1,812 3,210 2,488 3,691 4,796 4,997Pre-tax profit, adj. (NOKm) 2,355 1,316 2,599 1,987 3,339 4,595 4,800Net income, adj. (NOKm) 1,605 1,010 1,890 1,791 2,331 3,205 3,348EPS, adj. (NOK) 5.96 3.75 7.01 6.59 8.57 11.78 12.31OCFPS (NOK) 7.9 14.2 6.6 10.4 12.2 17.8 18.6FCFPS (NOK) 0.1 -1.0 0.5 -3.5 22.8 8.6 9.4BVPS (NOK) 38.4 42.0 44.3 50.1 61.9 69.8 78.2Dividend (NOK) 2.75 3.90 4.00 4.10 4.00 4.00 0.00EV/Sales (x) 0.7 0.6 0.8 0.8 0.6 0.5 0.4EV/EBITDA, adj. (x) 8.1 7.8 8.3 9.6 5.7 4.5 3.5EV/EBITA, adj. (x) 10.6 11.5 11.3 15.3 7.9 5.8 4.5EV/EBIT, adj. (x) 10.6 11.5 11.3 15.3 7.9 5.8 4.5P/E, adj. (x) 16.7 16.8 16.1 16.5 11.0 8.0 7.7P/OCF (x) 12.5 4.4 17.1 10.4 7.8 5.3 5.1EV/FCF (x) n.m. n.m. n.m. n.m. 4.7 11.9 8.8P/Book (x) 2.6 1.5 2.5 2.2 1.5 1.4 1.2Dividend yield (%) 2.8 6.2 3.5 3.8 4.2 4.2 0.0

Key Assumptions 2010 2011 2012 2013 2014E 2015E 2016EOrder backlog (NOKm) 50,865 41,449 56,698 58,132Order intake (NOKm) 47,109 41,327 60,312 61,141Book/bill (x) 1.0 1.1 1.4 1.3

Company Updates




Drillbits & Pieces| 14 March 2014

RS Platou Markets AS Fixed Income | Oslo

Haakon VII’s gate 10 P.O. Box 1474 Vika, 0116 Oslo, Norway



Reg.no: 942 274 238

NE, RIG, Chevron, ORIG, Reliance and SDRL/SDLP

Equity Analyst: Anders Bergland, +47 22 01 63 72, [email protected] Equity Analyst: David Bhatti, +47 22 01 63 42, [email protected]

Noble fleet status report In terms of estimates, NEs FSR was a neutral with insignificant changes, but the report revealed that the Paul Wolf (SS, built 1999,

9,200ft) could see an early termination of its contract with Petrobras, Brazil In addition, the Max Smith (SS, built 1980, 7,000ft), also with Petrobras in Brazil, could see some idle time going forward as its contract

has been terminated (in-line with what we have been modelling as Petrobras has previously indicated early termination) Both these units will hence be available during the second half of 2014 The Clyde Boudreaux (SS, built 1987, 10,000ft) got a 5 month extension with Shell, Australia at USD 515k/d vs. USD 400k/d exp., keeping

the rig busy to Sep 2015 However, we would not view this as reflective of the market for this type of capacity as it is an extension and in Australia Transocean likely to see several UDW units idle near term According to IHS Petrodata, Sedco Energy (SS, built 2001, 7,500ft) is mobilizing to Canary Islands from Ghana, where it will be warm

stacked, but the unit will still likely be marketed Previously, there were talks of this rig being close to securing a 700d job with Maersk in Angola on Block 8 and 23, but this does not

seem to be the case anymore This adds to Transocean’s list of UDW units coming off contract/idle near term. Particularly in the US GoM, the Development Driller I

and II (both SS, built 2005, 7,500ft) and the GSF C.R. Luigs (DS, built 2000, 10,000ft) are idle/will roll off contract by the end of this month

Every incremental quarter of idle time per UDW unit results in an EPS reduction of USD 0.09 and Transocean has 13 units rolling off contract through 2014

News on Chevron’s Indonesia UDW tender expected late March/early April According to industry sources, Chevron will shortly look at commercial terms for the tender (technical submitted first) and will likely

have a bid opening round late this month or early next month Chevron has tendered for a second UDW rig to work off East Kalimantan for 2+1y and Ensco, Diamond, Seadrill, Transocean and Pacific

Drilling have pre-qualified with Diamond offering the highest local content Contract start-up is expected late 2014/early 2015 Ocean Rig Skyros 6y LOA with Total, Angola reportedly firmed up According to industry sources, ORIG has firmed up the LOA with Total for the Ocean Rig Skyros (DS, built 2013, 10,000ft) on Block 32 The rig is now on a 6y firm contract at an average dayrate of ~USD 580k, keeping the rig busy to late 2020

Reliance likely to issue tender for UDW unit in India IHS Petrodata writes that Reliance is planning to issue a Request for Proposals soon for a deepwater unit with unspecified duration and

start-up Q1 2105 This could be a replacement for Transocean’s KG1 (DS, built 2009, 12,000ft) that has been offered to Petrobras, Brazil for its 2,400m

tender (low bidder at USD 440k/d) Seadrill sells West Auriga to Seadrill Partners Seadrill will sell 51% of the West Auriga (DS, built 2013, 10,000ft) to Seadrill Partners (i.e. will retain 49% ownership) at an implied value

of USD 1.24bn This will release ~USD 350m of cash for Seadrill, effectively strengthening its balance sheet further The rig is on a 7y contract with BP in the US GoM (through 2020) at a dayrate of USD 565k Also, Seadrill Partners has issued 10.6m common units at USD 30.6 per unit to fund the transaction. In addition to the issue, Seadrill has

purchased 1.6m units and reduces its ownership share to 53.2%

Source: RS Platou Markets, IHS-Petrodata, Company filings

This report has been prepared and provided by RS Platou Markets AS solely for general information purposes to professional investors and in the United States solely to "major U.S. institutional investors" in reliance on the exemption from broker-dealer registration provided by Rule 15a-6 of the United States Securities Exchange Act of 1934. The report does not constitute and will not form part of and should not be construed as a solicitation of any offer to buy or sell any security, commodity or instrument or related derivative or to participate in any trading or investment strategy. The opinions and estimates included herein reflect views and available information as of the dates specified and may have been and may be subject to change without notice. Please note that RS Platou Markets AS may have provided investment banking services to companies mentioned in this report over the last 12 months. For an overview of these companies and for additional important information and disclaimers, see our web-page www.platoumarkets.com in addition to “Important Information” included at the end of this report, starting on page 2.

Drillbits & Pieces




OUR COMPANY REPORTS

Result Previews




Result Reviews




Shipping Brief | 23 April 2014


Haakon VII’s gate 10 P.O. Box 1474 Vika, 0116 Oslo, Norway


[email protected] www.platou.com

Reg.no: 942 274 238

Dry bulk rates off the lows, firmer LNG, new VLGC highs

Equity Analyst: Frode Mørkedal, +47 22 01 63 27, [email protected] Equity Analyst: Herman Hildan, +47 22 01 63 53, [email protected]

Last % 1 day USD/day % 1 day USD/day % 1 day USD/day % 1 day USD/day % 1 day USD/day % 1 day

Spot 939 1.0 9 600 5.8 6 700 2.0 18 600 -1.4 12 600 -32.4 6 500 -7.8

FFA Q2 (14) 1 279 0.7 16 500 2.2 8 800 0.2 22 100 -2.6 17 100 1.2 9 600 -12.7

FFA 2015 1 688 0.8 23 400 0.1 12 800 0.9 28 600 -3.1 15 800 -3.1 14 900 0.7

BDI Capesize Panamax VLCC MEG-East Suezmax WAF-USG MR Triangulated

Source: Baltic Exchange, Marex Spectron, RS Platou Markets estimated tanker earnings with slow steaming. MR triangulated is Cont-USAC-USG-Cont

Dry bulk: Seasonal improvement starting? Firmer spot rates and better sentiment in the FFA market signal that the market may be off the lows. The weak Atlantic market which has pulled down average rates is now slowly improving as the South American grain season finally kicks off. Panamaxes jumped 10% yesterday in the Atlantic, although remains very low overall at $3,600 per day. Capesize rates in the Atlantic have also jumped 33% since last week to $6,100 per day. As we wrote in this space before the Easter break, we expect higher iron ore activity out of Brazil to support the market in the coming weeks.

Tankers: Overhang of tonnage keeps rates steady. VLCC rates have been steady to weak over the holidays. Current VLCC rates MEG-East of W40 equals $18,600 per day, down 9% on the week. Owners’ sentiment in the Middle East Gulf remains on the softer side due to limited cargoes currently in the market. There is a considerable overhang of ships from April into May which is expected to keep the pressure on the rates in the short term. That said, we expect the May cargo program to be busier than last month, and rates should recover in the coming weeks as Asian refiners start gearing up for the end of the maintenance season in June.

LPG: VLGC rates remain at all-time highs. VLGC rates MEG-East stand at $128 per ton according to the Baltic Exchange, or the equivalent of $96,000 per day. However, according to brokers, actual end of May fixtures were concluded at $112 per ton last week, or low $80,000 per day. Similar to a classic shipping market squeeze where tonnage is in short supply, charterers have been forced to book vessels further and further out in time. Interestingly, US Gulf exports have been rather quiet and brokers said cargoes have been covered through product deals rather than shipping fixtures at high rates. Propane prices stand at $882/ton in Tokyo, $768/ton in Rotterdam and $646/ton in Houston (incl. $68/ton handling fee). This gives a Houston-Europe spread of $121/ton and Houston-Tokyo (via Cape) spread of $236/ton. The latter only supports $80,000 per day, hence explains why no cargoes have been booked on this long-haul route. The Houston-Europe spread, however, can support VLGC rates as high as $125,000 per day if all the profit went to shipowners, which is unlikely. In other words, should the arbitrage economics stay unchanged, VLGC rates have likely peaked in the short term. On the back of strong earnings, second-hand ship values are improving. A 2003 built VLGC (Hellas Nautilus) was on subject for sale for USD 64m, a firm price compared with the implied USD 57m valuation used in our NAVs. By lifting the ship value curve by 10%, the NAV of AVANCE goes from $17.2 to $19.6 (P/NAV 1.07x), the BWLPG NAV goes from $9.2 to $10.9 (P/NAV 1.13x) and DORIAN NAV goes from $3.7 to $4.0 (P/NAV 0.99x).

LNG: Firming Atlantic basin sentiment last week has little to show for this week. Brokers report of improved sentiment in the Atlantic basin after 9-10 fixtures a few weeks back reduced the available cold tonnage to around 2 vessels currently. Available spot cargoes are picking up from Spain (re-loads), Australia and Nigeria. Moreover, Tradewinds reported last week that PNG LNG shipments are expected to start mid-2014 rather than the previous October target. On the negative side, Asian spot LNG prices fell from $20/mmBtu end-February to around $15/mmBtu currently, reducing inter basin arbitrage economics and likely making South American buyers more competitive. Although many owners are reluctant to offer steam vessels at $50-55,000/day (TFDE $62-70,000/day) on anything less than on a round trip voyage basis, it is uncertain for how long they can hold out at this level remaining unfixed.

Chart of the Day

Source: RS Platou LNG, RS Platou Markets

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High/low range Avg. 2005-13 2013 2014

This report has been prepared and provided by RS Platou Markets AS solely for general information purposes to professional investors and in the United States solely to "major U.S. institutional investors" in reliance on the exemption from broker-dealer registration provided by Rule 15a-6 of the United States Securities Exchange Act of 1934. The report does not constitute and will not form part of and should not be construed as a solicitation of any offer to buy or sell any security, commodity or instrument or related derivative or to participate in any trading or investment strategy. The opinions and estimates included herein reflect views and available information as of the dates specified and may have been and may be subject to change without notice. Please note that RS Platou Markets AS may have provided investment banking services to companies mentioned in this report over the last 12 months. For an overview of these companies and for additional important information and disclaimers, see our web-page www.platoumarkets.com in addition to “Disclaimer” included at the end of this report, starting on page 4.

Shipping Brief




OUR DAILY PUBLICATIONS

Daily Credit


Department: Credit Research


RS Platou Weekly North-sea Spot Market Update



OUR WEEKLY PUBLICATIONS

Week 16 Contents: - AHTS Spot Market

- PSV Spot Market

AHTS SPOT MARKET

FY Ave FY Ave YTD Ave YTD Ave Prior 4 Weeks MA Week Week 1 WeekGBP Rates 2010 2011 2011 2012 4 Weeks % Change 14 15 % ChangeAHTS 10-15,999 BHP 15,021 20,577 11,173 16,245 21,765 -7.31 % 16,250 20,761 27.76 %AHTS 16,000+ BHP 18,513 34,022 14,896 27,011 40,703 0.01 % 40,462 41,806 3.32 %NOK RatesAHTS 10-15,999 BHP 141,795 183,972 101,441 147,650 199,413 -6.58 % 148,847 190,781 28.17 %AHTS 16,000+ BHP 174,737 304,851 135,419 245,628 372,247 0.73 % 369,208 384,872 4.24 %

16 April 2012

WEEKLY NORTH SEA SPOT MARKET UPDATE

North Sea Average Weekly Spot Rates AHTS 10-15,999 BHPNorth Sea Average Weekly Spot Rates AHTS 16,000+ BHP

In general last week was quiet on the spot market with little fresh activity however the market remained semi tight as the majority of vessels remained active with ongoing work. Statoil were the main player in the market by fixing 5 vessels on rig move activity. Average rates for these vessels were between NOK 400.000 to NOK 500.000 per day. The PSV market is still in general very tight due to the current limited choice of high spec vessels. This is expected to remain the case for the coming 3 -4 weeks, possibly further. AHTS market is showing signs of weakening over the next week due to a number of vessels returning from rig moves, so fresh activity is needed if current rate levels are to remain the same.

North Sea AHTS Fixtures per Week vs Spot Rate North Sea AHTS Spot Market - Annual Averages

North Sea AHTS Spot Rate 4 Weeks Moving Average

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Energy Daily



Comments: Starting 2014

13


OUR SECTOR REPORTS

Credit ResearchEirik RøhmesmoTel.: +47 22 01 63 [email protected]

Credit ResearchKristian KristoffersenTel.: +47 22 87 86 [email protected]

This report has been prepared and provided for information purposes only by RS Platou Markets AS, a foreign broker-dealer that is not registered in the United States, solely for general information purposes to professional investors and in the United States solely to “major U.S. Institutional investors” in reliance on the exemption from broker-dealer registration provided by Rule 15a-6 of the United States Securities Exchange Act of 1934, as amended. Each professional investor and major U.S. institutional investor that receives a copy of this report by its acceptance thereof represents and agrees that it shall not distribute or provide copies to any other person. The report does not constitute and will not form part of and should not be construed as a solicitation of any offer to buy or sell any security, commodity or instrument or related derivatives or to participate in any trading or investment strategy. The opinions and estimates included herein reflect the views and available information as of the dates specified and may have been and may be subject to change without notice. For additional information and disclaimers, see “Disclaimer” included at the end of this report.



Rig Bond Report April 2014

Cover photo: © Vantage Drilling

Rig Bond Report




Equity ResearchTurner HolmTel: +47 22 01 63 [email protected]

This report has been prepared and provided for information purposes only by RS Platou Markets AS, a foreign broker-dealer that is not registered in the United States. This report and its contents is intended solely for distribution in the United States to “major U.S. Institutional investors” in reliance on the exemption from broker-dealer registration provided by Rule 15a-6 of the United States Securities Exchange Act of 194, as amended, and may not be furnished to any other person in the United States. Each major U.S. institutional investor that receives a copy of this e-mail by its acceptance thereof represents and agrees that it shall not distribute or provide copies to any other person. The report does not constitute and will not form part of and should not be construed as a solicitation of any offer to buy or sell any security, commodity or instrument or related derivatives or to participate in any trading or investment strategy. The opinions and estimates included herein reflect the views and available information as of the dates specified and may have been and may be subject to change without notice. For additional information and disclaimers, see “Disclaimer” included at the end of this report.



Oilfield Services Sector Report March 2013

Oilfield Services Sector Report




Analyst: Anders BerglandTel: +47 22 01 63 [email protected]

Analyst: David BhattiTel: +47 22 01 63 [email protected]

Rig

Secto

r Rep

ort A

pril 2

01

4

Rig Sector Report April 2014




Offshore Contract Drilling




Head of Fixed IncomeSimen FlaatenTel.: +47 22 01 63 77

Credit ResearchEirik RøhmesmoTel.: +47 22 01 63 57

Credit ResearchKristian KristoffersenTel.: +47 22 87 86 12

Credit TradingEdvard HatleTel.: +47 22 01 63 83

Credit SalesSohaib AliTel.: +47 22 87 86 10

Credit Sales

Tel.: +47 22 01 63 06

Credit Sales

Tel.: +47 22 01 63 52

Credit SalesFredrik W. SandbergTel.: +47 22 01 63 30

Einar WoldTel.: +47 22 87 86 81

Thomas Eilertsen Tel.: +47 22 01 63 21

Kristian YtteborgTel.: +47 22 01 63 78

RS PLATOU MARKETS ASHaakon VII’s gate 10

Tel.: +47 22 01 63 00Fax: +47 22 01 63 10

OSV Bond Report May 2013

OSV Bond Report




Equity Research

Jørgen Andreas LandeTel: +47 22 01 63 95 [email protected]

Seismic Sector Report January 2014

This report has been prepared and provided for information purposes only by RS Platou Markets AS, a foreign broker-dealer that is not registered in the United States, solely for general information purposes to professional investors and in the United States solely to “major U.S. Institutional investors” in reliance on the exemption from broker-dealer registration provided by Rule 15a-6 of the United States Securities Exchange Act of 1934, as amended. Each professional investor and major U.S. institutional investor that receives a copy of this report by its acceptance thereof represents and agrees that it shall not distribute or provide copies to any other person. The report does not constitute and will not form part of and should not be construed as a solicitation of any offer to buy or sell any security, commodity or instrument or related derivatives or to participate in any trading or investment strategy. The opinions and estimates included herein reflect the views and available information as of the dates specified and may have been and may be subject to change without notice. For additional information and disclaimers, see “Disclaimer” included at the end of this report.



Cover photo: © PGS

Seismic Sector Report




Equity Research

Terje MauerTel: +47 22 01 63 [email protected] Turner HolmTel: +47 22 01 63 [email protected]

Credit Research

Kristian KristoffersenTel: +47 22 87 86 [email protected]

RS Platou Offshore Research

Sven ZieglerTel: +47 23 11 25 [email protected] Bård HøgheimTel: +47 23 11 27 [email protected] Mikal AsplinTel: +47 23 11 27 [email protected]

This report has been prepared and provided for information purposes only by RS Platou Markets AS, a foreign broker-dealer that is not registered in the United States. This report and its contents is intended solely for distribution in the United States to “major U.S. Institutional investors” in reliance on the exemption from broker-dealer registration provided by Rule 15a-6 of the United States Securities Exchange Act of 194, as amended, and may not be furnished to any other person in the United States. Each major U.S. institutional investor that receives a copy of this report by its acceptance thereof represents and agrees that it shall not distribute or provide copies to any other person. The report does not constitute and will not form part of and should not be construed as a solicitation of any offer to buy or sell any security, commodity or instrument or related derivatives or to participate in any trading or investment strategy. The opinions and estimates included herein reflect the views and available information as of the dates specified and may have been and may be subject to change without notice. For additional information and disclaimers, see “Disclaimer” included at the end of this report.



OSV Global Report February 2014

Cover photo: Courtesy of Gulfmark Offshore”

Global OSV Sector Report




Analyst: Alex Gheorghe, CFATel: +47 22 01 63 47Mobil +47 960 42 [email protected]

This report has been prepared and provided for information purposes only by RS Platou Markets AS, a foreign broker-dealer that is not registered in the United States. This report and its contents is intended solely for distribution in the United States to “major U.S. Institutional investors” in reliance on the exemption from broker-dealer registration provided by Rule 15a-6 of the United States Securities Exchange Act of 194, as amended, and may not be furnished to any other person in the United States. Each major U.S. institutional investor that receives a copy of this e-mail by its acceptance thereof represents and agrees that it shall not distribute or provide copies to any other person. The report does not constitute and will not form part of and should not be construed as a solicitation of any offer to buy or sell any security, commodity or instrument or related derivatives or to participate in any trading or investment strategy. The opinions and estimates included herein reflect the views and available information as of the dates specified and may have been and may be subject to change without notice. For additional information and disclaimers, see “Disclaimer” included at the end of this report.



Norwegian E&P March 2013

Cover Ph

oto

: Kjell O

. Bru

n

E&P Sector Report





14PHOTO: OSLO

Notes to the Consolidated Financial Statements

15

SHIPBROKING23 %

OFFSHORE28 % PROJECT

FINANCE6 %

INVESTMENT BANKING

44 %

OVERVIEW OF OUR

BUSINESS AREAS

—


16

ANNUAL DEVELOPMENT:

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600 000

400 000

200 000

0

40%

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-20%

Photo: S

hutterstock

Revenues (NOK 1 000)EBIT Margin after bonus payments (%)

295 91

REVENUES 2013:(MILLIONS)

OPERATING PROFIT BEFORE BONUS (MILLIONS:

149

NUMBER OF EMPLOYEES:

23%SHARE OF REVENUES, SHIPBROKING

KEY FIGURES:

17

Business Area | Shipbroking

Shipbroking increased business booked with 68% from 2012 to NOK 493 million in 2013. The growth was fuelled by the US and Eurozone economies' ability to rise from the ashes to reassume a leadership role. Through the first half of 2013, the development of the world economy mirrored the disappointing performance of recent years with a resulting weak development of tonnage demand. In contrast to previous years, however, the economy was able to pick up speed on its own during the second half, without a financial crisis triggering extra stimulus from central banks. This gave an upswing in activity coupled with the need to rebuild depleted inventories, causing producing and imports to strengthen. The result was an upturn in trade growth and the main commodity shipping segments all responded with a rebound in freight rates.

Shipbroking's dry cargo and tanker teams have seen a busy year with increased activity and added broker capacity providing for good value creation for RS Platou. With the rebound in freight rates, ordering activity also picked up. Historically the correlation between the two has been strong and when 2013 proved to be no exception, the newbuilding brokers were able to assist clients on multiple newbuilding programs across several segments.

Sale and purchase activity has not seen the same uptick as chartering and newbuilding, however with increasingly more attractive secondhand tonnage, activity saw a moderate improvement towards the end of the year.

In 2013, RS Platou ASA acquired a majority stake in Christiania Shipbrokers AS, now rebranded RS Platou Tankers AS. The team of specialized clean product brokers adds new competence to the existing chartering platform.

The Shipbroking division of RS Platou was established in 1936, and employs over 100 brokers located in Oslo, London, Singa-pore, Houston, Moscow, Shanghai, Piraeus, Geneva, Seoul, Melbourne, Sydney and Perth. The division's prime objective is to be a global player and industrial partner to clients and customers. The Ship broking team has vast experience and an extensive international network. Service excellence continues to be of outmost importance and the teams have for many years strived to maintain their positions as one of the leading brokers in the international shipping market.

The borders between the departments are floating and there is extensive cooperation across the departments due to the similarities of the respective departments’ business and the integrated requirements of the customers. The teams cover all major markets. To complement the brokers’ service to clients, a team of highly skilled post fixture operation staff is dedicated to follow all fixtures throughout the transportation process as well as the settlement of demurrage and claims. RS Platou is also involved in selling vessels for demolition.

BUSINESS AREA

UPTURN IN TRADE GROWTH RESULTED IN REBOUND IN FREIGHT RATES, INCREASING THE ORDERING ACTIVITY. OUR BUSINESS BOOKED INCREASED AS A RESULT WITH ALMOST 70% COMPARED TO 2012.


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Offshore had business booked of NOK 401 million in 2013, which was approximatley the same as in 2012, reaffirming the strong global position capitalizing on steady business environment. The link between oil and gas companies' income and the level of rig fixing activity was confirmed again in 2013. A small decrease in oil and gas revenues in 2013 produced a predictable decline in fixing activity for offshore drilling rigs. The utilization rate remained well above 90% despite fleet growth. This growth has been strong over the last years and with new areas being developed such as the Arctic, the demand for OSV is not expected to deteriorate. Supply/demand balance for medium and large size AHTS looks interesting, however the balance is fine depending on continuous Brazilian, Arctic and construction related demand. For PSVs, we see the demand being propelled by new modern rig deliveries over the next year. Subsea remain stable, however we expect less speculative newbuilds and related charters.

The chartering activities for Offshore continued to be strong in 2013. The global team reaffirmed its position as the leading OSV broker globally and enhanced presence in several geographical areas. Several newbuilding programs for rigs and OSVs were completed during the year through Offshore's dedicated new-building team. Sale and purchase activity was good, however, there is still more potential for Sales & Purchase activities. We still foresee high end OSV owners to continue disposing old tonnage and reinvest in modern equipment over the next year.

The Offshore department was established in 1973. The decision came after years with growing involvement in the emerging Norwegian oil service industry whereof RS Platou had played a major role since 1965. RS Platou is today recognized as one of the leading global players within offshore broking, with approximatley. 80 brokers located in Oslo, Singapore, Houston, Cape Town, Accra, Moscow, Aberdeen, Dubai and Rio de Janeiro.

RS Platou’s Offshore department has a strong global presence in all main market segments. Activities involve contracting of newbuildings, sale and purchase, chartering and consultancy within the business segments drilling units, offshore support vessels and field development. By working with owners, oil and gas companies, shipyards, designers, class authorities, investors and financial institutions, RS Platou adds value to its clients on a project basis and our extensive communication with owners and oil companies represents a considerable source of business opportunities. The Offshore group has vast expertise in new-building construction and strong relationships with the majority of the world's yards.

CONTINUED STRONG CHARTERING ACTIVITY AND CONTRACTING OF NEWBUILDINGS IN ADDITION TO SALE AND PURCHASE ACTIVITY, REAFFIRMED THE STRONG GLOBAL POSITION OF THE OFFSHORE DIVISION.

BUSINESS AREA

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Business Area | Offshore

356 201

REVENUES 2013, MILLION:

OPERATING PROFIT BEFORE BONUS, MILLION:

116


28%SHARE OF REVENUES, OFFSHORE:

KEY FIGURES:

ANNUAL DEVELOPMENT:

2010

2011

2012

2013

2009


600 000

400 000

200 000

0

60%

40%

20%

0%

Photo: S

hutterstock


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The year 2013 was an extremely eventful and successful year for the RS Platou Markets Group. The full underwriting license was awarded to our subsidiary RS Platou Markets, Inc., enabling us to target and participate on a sole, lead or joint basis in domestic US capital markets transactions. In addition, the company received its own research license to prepare and distribute its own research to our growing base of US customers.

RS Platou Markets revenues for 2013 were NOK 564 million, an increase of 220% from 2012. Almost 89% of the revenues came from corporate finance transactions, especially within the US shipping sector as the slowing fleet growth had a positive effect on freight rates and asset values. The Norwegian OTC market was also very active in 2013 with billions of dollars raised in equity as risk appetite grew and investors regarded Oslo as a legitimate alternative to other stock markets. RS Platou Markets was one of the largest contributors on the Norwegian OTC market in 2013 and managed and raised approx. 50% of the total amount raised during the year while also continuing to hold the number one spot in market share with regards to the total volume traded.

On the back of our new licenses in the United States and our home court advantage of being in Oslo with the rise of the

Norwegian OTC market, RS Platou Markets participated in 31 equity and debt capital market transactions and 5 M&A transactions during 2013, with a total value of USD 7.4 billion. Some deals of note was the USD 300 million IPO of Scorpio Bulkers Inc. on NYSE in December 2013 (being the first NYSE IPO performed by RS Platou Markets since the receipt of our underwriting license), and the first time issue for Mexican Latina Offshore of senior secured bonds and subsequent tap issue, raising a total of USD 350 million in September 2013. RS Platou Markets was also joint lead manager in the USD 125 million IPO on NYSE of North Atlantic Drilling and Sole Manager in the USD 186 million bond issue in Metro Exploration Holding Ltd, both completed in January 2014.

In February 2014, RS Platou Markets won both “Dealmaker of the Year” and the “Deal of the Year” Industry Award from Marine Money for 2013, for the Scorpio Group transactions in 2013 and the DHT private placement completed in November 2013.

RS Platou Markets became a part for the RS Platou family in 2008. The RS Platou Markets Group is a full service investment bank headquartered in Oslo, Norway with a subsidiary in New York. The RS Platou Markets Group has a broad and diverse global client base and offers a wide range of services including equity and fixed income sales and trading, sector- and company-specific research, corporate access services as well as ECM, DCM and M&A advisory within our core maritime sectors.

Our equity and credit sales and trading team is located in Oslo and New York and offer domestic- and international sales, sales trading, market-making and execution to global institutional investors. Our investment advisory is based on a comprehensive platform of fundamental research through an ongoing global coverage of companies within our core sectors.

Corporate Finance is located in both Oslo and New York and is dealing with sources of funding and the capital structure of global companies in order to increase shareholder values and allocate financial resources. Together with our highly skilled Fixed Income team, we also create optimal capital structures and developing tailor-made financial solutions based on client’s specific requirements as well as providing general corporate advice.

In addition to the sales and investment banking teams, RS Platou Markets has a dedicated team of back office personnel including settlement, accounting and compliance. RS Platou Markets also have a Corporate Access team that host and prepare interactions with key institutional investors in Europe, the US as well as Asia. Activities include company roadshows and client meetings, field trips as well as conferences and seminars.

BUSINESS AREA

RS PLATOU MARKETS INCREASED REVENUES WITH 220% FROM THE YEAR 2012, MOSTLY DUE TO HIGH ACTIVITY WITHIN CORPORATE FINANCE, ESPECIALLY WITHIN THE SHIPPING SECTOR. RS PLATOU MARKETS ALSO WON THE “DEALMAKER OF THE YEAR” AND “DEAL OF THE YEAR” INDUSTRY AWARDS FROM MARINE MONEY FOR 2013.

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Business Area | Investment Banking

ANNUAL DEVELOPMENT:

2010

2011

2012

2013

2009


564 374

REVENUES 2013:MILLIONS

OPERATING PROFIT BEFORE BONUS (MILLIONS:

70


44%SHARE OF REVENUES, INVESTMENT BANKING:

KEY FIGURES:

600 000

400 000

200 000

0

50%

0%

-50%

-100%

Photo: S

hutterstock


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CONTINUED POSITIVE DEVELOPMENT IN THE KS MARKET SECURED 2012 BUSINESS LEVELS, WHILE REAL ESTATE PROJECTS DOUBLED IN VOLUME FROM 2012.

BUSINESS AREA Project Finance saw a marginal increase in business booked to NOK 72 million in 2013 compared to NOK 68 million in 2012. The increase is attributable to high transaction volumes within real estate projects. In 2013, RS Platou Finans Shipping successfully placed 3 new projects in the container, offshore and chemical tanker segments with a total investment value of NOK 487 million. The total transaction volume among the four largest “KS Houses” grew by 15% from 2012, continuing a 3-year positive growth trend. Since 2004, RS Platou Finans Shipping has acquired over 180 vessels on behalf of investors with an accumulated total project price of close to USD 4.5 billion. The company is also the corporate manager for 31 projects and a total of 66 vessels. The majority of the portfolio consists of offshore vessels, but as markets recover, the project activity in traditional shipping segments is expected to grow. In 2013, RS Platou Finans Shipping also signed a co-operation agreement with CIT Maritime Finance to become an official deal provider and corporate manager for their ship leasing portfolio.

In 2013, RS Platou Real Estate completed 11 project with an investment value of approximately NOK 2 billion which is a

23

72 32

REVENUES 2013, MILLION:

OPERATING PROFIT BEFORE BONUS, MILLION:

21


6%

SHARE OF REVENUES, PROJECT FINANCE:

KEY FIGURES:

ANNUAL DEVELOPMENT:

2010

2011

2012

2013

2009

60%

40%

20%

0%


doubling in the volume compared to 2012. On this basis, the company has become the second largest syndicate player in the market in 2013. With the total transaction market estimated at approximately NOK 40 billion, RS Platou Real Estate has a 5.0 % market share of the overall market. During 2013, RS Platou Real Estate sold RS Platou Fund Management to Agasti Holding ASA. The sale was triggered by a tightening regulatory framework with the most recent AIFMD Directive, which made it more difficult for mid/small size property funds to operate. RS Platou Real Estate's main focus going forward will be core strategy and scale on its existing platform.

Project Finans has since its establishment in 2004, become one of the world’s major finance companies that specialize on shipping and offshore related financial schemes in the interest of both ship-owners and financial investors. The main objective is to identify attractive investment opportunities which involve the purchase of shipping and offshore related assets along with secured employment, as well as presenting asset play cases when the timing is optimal. The strength of Project Finance lies not

only with the highly qualified staff, but also with the vast shipping related resources available within the RS Platou Group. Project

Finance is an independent company within the Platou Group utilizing the full potential of having close contact with shipbrokers, ship-owners, ship managers, bankers, lawyers and consultants worldwide.

RS Platou Real Estate was established in 2009. The company works with structuring and facilitation of commercial property including traditional syndication, corporate finance, arbitration, project finance, development and restructuring of business premises with a particular focus on Norway and Scandinavia.

100 000

50 000

0

Business Area | Project Finance

Photo: Østensjøveien 27, Oslo. Nominated MIPIM Awards 2014: "Best innovative Green Building"


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CORPORATE GOVERNANCE—

PHOTO: NEW YORK


25


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IMPLEMENTATION OF AND REPORTING ON CORPORATE GOVERNANCEThe Company aims to follow the Norwegian Code of Practice for Corporate Governance, cf. latest version dated 23 October 2012 as amended 21 December 2012 (the “Code”), and the Board has ensured that the Group has implemented sound corporate governance. There are no significant deviations between the Code and Corporate Governance in the Group. Deviations, if any, have been explained under each section. The Code is available at www.nues.no.

Corporate governance deals with issues and principles associated with the distribution of roles between the governing bodies in the Company, and the responsibility and authority assigned to each body. Good corporate governance is distinguished by responsible interaction between owners, the Board and management in a long-term, productive and sustainable perspective.

The Company has adopted ethical guidelines and guidelines for corporate social responsibility in accordance with the Company’s basic corporate values. In line with the Code, a review of the major aspects of RS Platou’s governance structure follows below.

This corporate governance policy (the “Policy”) was revised by the Board at its meeting held on 25 March 2014, and the Policy outlines the key principles, guidelines and practices for corporate governance for the Company.

1. CORPORATE GOVERNANCE PRINCIPLESRS Platou aims to create value for its shareholders through delivering first class brokerage services to its clients, mainly within the shipping and offshore industries.

RS Platou believes there is a link between high quality governance and the creation of shareholder value. Our governance structures and controls help to ensure that we run our business in a profitable manner for the benefit of our shareholders, employees and other stakeholders. Our basic corporate values on how to conduct our business can be summarized as follows:

CONFIDENTIALITYAll employees have a duty, during the term of employment and after termination to, maintain confidentiality towards third persons of all matters the employee has retained knowledge of during the employment, including matters of commercial-, market-, financial and/or internal nature. This also applies to information relating to RS Platou’s clients and their businesses or business associates. The confidentiality does not apply to matters that have been or are made public without the assistance of the employee, nor do the conditions apply to any potential injunctions made by a court or in accordance with law or regulation.

All employees are required to sign a confidentiality agreement that covers the confidentiality between the employee, RS Platou and towards third parties.

INDEPENDENCEWe shall hold the highest standards of ethics in our daily activities.

All employees shall act independently and irrelevant considerations shall never influence the advice or services provided to clients. All employees shall comply with applicable laws and regulations and common practice on a continuous basis. All payments and transfers shall appear in the accounts and systems used and shall be traceable and searchable. No employee shall receive or handle capital that has no named source.

Each employee shall waive any actions that may cause conflict between their own personal economic interests and interests of RS Platou, its customers and other related parties.

LOYALTYThe potential for conflict is inherent in our business. To prevent our loyalty towards clients being questioned, no one shall accept an assignment which may create a conflict of interest. Each employee shall contribute to the safeguarding of RS Platou’s trust and reputation by behaving in an ethical and proper way.

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Corporate Governance

INTEGRITYRS Platou is committed to provide first class services and advice. No one shall accept an assignment which may comprise the quality of the services provided. No one shall provide services within an area which he or she does not master. Each employee shall act factually, correctly, honestly and in accordance with good business practice. Good business practice is to perform and conduct the relevant work in accordance with ethical and professional principles generally known and practiced by experienced and conscientious persons in the business.

2. BUSINESS ACTIVITIESThe Group’s business activities have been defined in the Articles of Association. The Articles of Association can be found on the Group’s website. The Group’s website also details the Group’s activities, objectives and strategies and in total these should provide both shareholders and the capital markets with an understanding of the current business activities of the Group and likely future development.

§3 of the Articles of Association reads as follows: “The company’s purpose is to provide services within the ship broking and offshore broking markets, and provide other services naturally connected herewith, as well as to provide other services, including project broking, investment banking services and asset management through subsidiaries and/or affiliated companies. The company’s operation includes participation in other companies and projects.”

3. EQUITY AND DIVIDENDSThe Board and the Group management aim at all times at keeping the Company’s equity and other financing adapted to the Company’s objectives, strategy and risk profile. The Group’s operations are of such a nature that modest equity is required to conduct the operations, however, the Board continuously evaluates the equity position of the Group. The Group had total equity of NOK 316.9 million at 31 December 2013. The equity position of the Group and covenants related to the equity position have been presented under the notes to the consolidated financial statements.

RS Platou Markets AS had a total capital adequacy ratio of 14.9% at 31 December 2013. RS Platou Markets AS, including its subsidiary in New York, had a total capital adequacy ratio of 14.59%. The Norwegian authorities’ minimum capital adequacy requirement is 8%.

RS Platou's objective is to yield a competitive return on invested capital to the shareholders through a combination of distribution of dividends and increase in equity values. When evaluating the amount of dividend payable, the Board places emphasis on certainty, foreseeability (especially provided through the Forward Book), the Company's cash position and distributable equity, the requirements for sound and optimal equity capital as well as adequate financial resources to enable future growth and investments, applicable legal or contractual restrictions and the desire to minimize the cost of capital. The Company will pay dividends directly to the the Company's Registrar, which in turn has undertaken to distribute the dividends to the beneficial shareholders as registered in VPS.

To ensure flexibility in the Group’s capital structure and capital management, the Board aims to continually hold authorizations to repurchase own shares and increase the share capital. In general, the Board should hold authorization to acquire own shares with a par value corresponding to 10% of the share capital and an authorization to increase the share capital by approximately 10%. The Board is currently authorized to acquire own shares for a total face value of NOK 1 188 153. In addition, the Board has been authorized to issue up to 5 000 000 new shares. The above mentioned authorizations are valid until 30 June 2014. Authorizations to acquire own shares and issue new shares are assessed annually by the ordinary general meeting.


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4. EQUAL TREATMENT OF SHAREHOLDERS AND TRANSACTIONS WITH CLOSE ASSOCIATESThere is only one class of shares and all shares are equal in all respects save for provisions in applicable shareholders' agreements. The Board will take into account the interest of all the shareholders of the Group and treat all shareholders fairly. All transactions between the Company and a shareholder, a director or member of the executive management of the Company (or related parties to such persons) that are not immaterial, will be subject to a valuation from an independent third party. If the consideration exceeds 5% of RS Platou’s share capital, such transactions shall be approved by the general meeting. The directors and Group management shall notify the Board if they have any material direct or indirect interest in any transaction entered into by RS Platou.

The Group has not entered into any transactions or other agreements with shareholders, members of the Board or manage-ment outside the normal scope of business. The largest share-holders are presented in the notes to the consolidated financial statements.

In cases where a share capital increase is to be carried out which involves a waiver of the pre-emptive rights of existing shareholders, and the Board resolves to carry out such an increase on the basis of an authorization granted by the general meeting, the Company should explain the justification for waiving the pre-emptive rights.

5. FREELY NEGOTIABLE SHARESIn order to maintain stability, loyalty and long term value creation in the interest of all shareholders, a shareholder agreement exists between the Company and working partners which includes among other things restrictions on negotiability. Trading in the Company’s shares require preapproval by the Board according to the Articles of Association. This represents a deviation from the Code.

6. GENERAL MEETINGSThe shareholders exercise the supreme authority in RS Platou through the general meeting. The Annual General Meeting (“AGM”) of RS Platou will be held each year prior to the end

of June. The AGM shall approve the annual report and financial statements as well as the distribution of dividend, and otherwise make such resolutions as required under applicable law.

The Board may convene extraordinary general meetings whenever deemed necessary or when otherwise legally required. RS Platou’s auditor and any shareholder or group of shareholders representing more than 5% of the current issued and outstanding share capital of RS Platou, may require that the Board convenes an extraordinary general meeting.

The Board intends to adhere to the requirements of the Code with respect to the summons to the general meeting. The Board shall whenever possible ensure that members of the Board, the members of the nomination committee, the auditor, together with the CEO and CFO are present at the general meeting. Shareholders who are unable to attend may vote by proxy.

The Company shall in this respect: ■ provide information on the procedure for representation at

the meeting through a proxy; ■ nominate a person who will be available to vote on behalf of

shareholders as their proxy; and ■ prepare a form for the appointment of a proxy, which to the

extent possible allows separate voting instructions to be given for each matter to be considered by the meeting and for each of the candidates nominated for election.

7. NOMINATION COMMITTEEThe Articles of Association stipulates that the general meeting shall elect a nomination committee. The nomination committee's duty is to nominate candidates for election to the Board and to propose the fees to be paid to members of the Board. The nomination committee shall justify its recommendations.

The annual general meeting shall elect the chairperson and members of the nomination committee and shall determine the committee’s remuneration. The general meeting shall stipulate guidelines for the duties of the nomination committee.

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The nomination committee shall be composed in a way that takes into account the interests of all the Company’s shareholders in general. At least one member of the nomination committee shall not be a member of the Board. No more than one member of the nomination committee shall be a member of the Board. The nomination committee shall not include the Company’s CEO. Due to the composition of shareholders in the Company, the Board has resolved certain deviations from the Code with respect to how the nomination committee shall be composed, namely:

■ A majority of the committee does not have to be independent of the Board and the Group management;

■ Up to one member of the committee may be a member of the Board, and such member may offer himself for re-election; and

■ The committee may include executive personnel, except the Company’s CEO.

The nomination committee currently consists of Jørgen Lund (Chairman), Ragnar Horn (member) and Wilhelm L. Holst (member). The current nomination committee consists of one independent member, one member who is also a member of the Board, and one member who is also part of the Company’s executive management. RS Platou shall provide information on the members of the committee and any deadlines for submitting proposals to the committee.

8. CORPORATE ASSEMBLY AND BOARD OF DIRECTORS: COMPOSITION AND INDEPENDENCERS Platou does not have a corporate assembly. The composi-tion of the Board ensures that the Board can attend to the common interests of all shareholders and meet the Company’s need for expertise, capacity and diversity. Attention is paid to ensuring that the Board can function effectively as a collegiate body. The composition of the Board ensures that it can operate independently of any special interests.

The Board currently consists of seven directors elected for a period of up to two years: Ragnar Horn (Chairman), Birger Nergaard (Deputy Chairman), Merete Haugli, Carl Erik Steen,

Hilde Neergaard (employee of RS Platou Markets AS), Marianne Aamodt (employee of RS Platou ASA) and Gustave Brun-Lie (employee of RS Platou ASA). The majority of the members of the Board are independent of the Company’s executive management and material business contacts. The Board does not include any member of the Company's executive management. Information about the remuneration to the Directors and their shareholdings are presented in the notes to the consolidated financial statements.

The AGM elects the members of the Board, and appoints the Chairman of the Board. The election is based on the nomination of candidates by the nomination committee. The nomination is sent to the shareholders together with the summons for the AGM. A comprehensive biography of the Board of Directors and the Executive Management is available on RS Platou’s web pages.

9. THE WORK OF THE BOARD OF DIRECTORSThe Board performs its duties in accordance with Norwegian law and regulations. The Board has the ultimate responsibility for the management of the Company and for supervising day-to-day management and activities in general. This includes the appointment of the CEO. The Directors shall discharge their duties in a loyal manner, attending to the interests of the Company, and ensure that its activities are organized in a prudent manner. The Board has adopted plans and budgets applicable to the activities of the Company. The Board is informed of the financial position of the Company on a regular basis, and ensures that its corporate accounts and asset management are subject to satisfactory controls.

In order to ensure a more independent consideration of matters of a material character in which the chairman of the Board is, or has been, personally involved, the Board’s consideration of such matters will be chaired by another member of the Board.

The division of responsibilities between the Board and the CEO has been set out in writing and agreed by the Board.



30

The Board may initiate such investigations as it deems necessary to perform its duties. The Board shall initiate such investigations if requested by one or more of the Directors. The Board shall de-liberate such matters as required by statutory law, the Articles of Association or the resolutions of a general meeting including mat-ters outside the scope of the statutory responsibilities of the CEO (i.e. matters that given the situation of the Company are unusual in character or of major importance).

The CEO shall manage the assets (i.e. the physical and intellectual property) of the Company, and develop the Company further in terms of its internal organization and its relationship with the market. The CEO shall attend to the interests of the Company in a loyal manner, and always discharge his duties in a manner intended to best promote such interests.

The CEO attends to the daily management and development of the activities of the Company, including the employment of personnel other than those who are the responsibility of the Board, in accordance with adopted strategies, plans, budgets, as well as other adopted Board resolutions.

The Board prepares a plan of the ordinary Board meetings for each year. The deliberations of the Board shall be chaired by the Chairman. If the Chairman of the Board is not attending, the Board shall appoint a person to chair the deliberations of the Board. The Chairman shall ensure that relevant matters falling under the duties and authority of the Board are deliberated. Any Director or the CEO can require that specific matters are deliberated by the Board. The CEO has a right and a duty to attend the Board’s deliberation of matters, and to make pronouncements in respect thereof, unless otherwise determined by the Board in respect of each individual matter. The CEO is not entitled to cast votes.

The Board has established two subcommittees; Audit Committee cf. the Norwegian Public Liabilities Companies Act section 6-41, and a Governance and Compensation Committee.

The purpose of the Audit Committee is to assist the Board in fulfilling its supervision responsibilities for the financial reporting process, the system of internal control and risk evaluation, the audit process and the auditor’s independence, as well as the Company’s process for monitoring compliance with laws and regulations and the Code. The Audit Committee currently consists of Birger Ner-gaard, Hilde Neergaard and Marianne Aamodt, all of which are independent from the executive management. A majority of the members are independent from the major shareholders.

The purpose of the Governance and Compensation Committee is to make recommendations to the Board and prepare a basis for decisions by the Board in respect of reviewing and assessing the effectiveness of and the compliance with the Company’s Policy, reviewing the compensation and benefits strategy for the Group and monitoring the Group’s bonus scheme and incentive program for brokers and the members of the executive management, reviewing the performance of executive management versus the adopted objectives, as well as recruitment policies, career planning and management development plans. The Governance and Compensation Committee should also review and consider succession planning and assessing the effectiveness of the Company’s policies on ethics, conflicts of interest and competition law compliance. The Governance and Compensation Committee currently consists of Ragnar Horn, Birger Nergaard and Gustave Brun-Lie, all of whom are independent from the executive management.

In connection with the first board meeting each calendar year, the Board evaluates its performance in the previous year. The evaluation includes its own performance, the performance of the subcommittees and the performance of the individual Directors. In order for the evaluation to be effective, the Board sets objectives, on both a collective and individual level, against which their performance can be measured. The results of this evaluation are only made available to the Nomination Committee.

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10. RISK MANAGEMENT AND INTERNAL CONTROLThe Board will ensure that the Company has sound internal control and systems for risk management ensuring that the Company’s goals and strategy are fulfilled and complied with. The Board aims to be continuously updated on the financial situation of the Company to ensure that the Company’s operations, accounting and asset management have satisfactory control. The CEO reports monthly to the Board on the financial situation of the Company.

The Board have full and free access to officers, employees and the books and records of the Company. The Board also carries out an annual review of the Company’s most important areas of exposure to risk and its internal control arrangements, which encompass the Company’s corporate values, ethical guidelines and guidelines for social responsibility.

The consolidated financial statements of RS Platou are prepared in accordance with International Financial Reporting Standards (IFRS) and appropriate interpretations as adopted by the EU.

Corporate financial reporting is based on common principles. All Group companies are submitting performance and accounting information on a monthly basis.

11. REMUNERATION OF THE BOARD OF DIRECTORSThe remuneration of the Board is determined by the shareholders in the AGM and disclosed in the annual report of RS Platou. Based on the consent of the AGM, it is assumed that the remuneration of Board members reflects the respective members’ responsibility, expertise, time commitment and the complexity of the Group’s activities. This remuneration is not linked to the Company’s results.

The Directors or companies to whom they are associated, have not accepted other appointments or engagements for the Company. The Directors have not received shares, nor have they been granted share options, as part of their remuneration as directors. The Directors have not been given any remuneration other than what is disclosed in the notes to the consolidated financial statements, which is to be considered as ordinary Director remuneration.

12. REMUNERATION OF EXECUTIVE PERSONNELThe Board has adopted guidelines for remuneration to CEO and the executive management. The guidelines are presented to the shareholders for an advisory vote at the AGM.

Salary and other remuneration to the CEO is determined by the Board. All elements of remuneration to the CEO and the total remuneration to Group management are disclosed in the annual report. Performance-related remuneration of the Group management in the form of share options, bonus programs etc. are linked to value creation for shareholders.

As a deviation from the Code, the Board has resolved not to include an absolute limit on performance related remuneration in the Company’s Policy.

In accordance with the Norwegian regulation of 1 December 2010 on Remuneration Schemes (“Remuneration Regulation”) and the guidelines hereto, RS Platou Markets AS has adopted a separate Remuneration Policy that is approved by the company’s board of directors.

RS Platou Markets AS's main principles for fixed remuneration to employees are the general wage levels for the respective categories of employees, in addition to the employee’s qualifications and experience. Variable remuneration is performance related and based on a combination of the individual employees’ performance, the performance of the department in which the employee works and the overall result of the company. The basis for the variable remuneration is up to 50% of the company’s risk adjusted profit before tax, net financial items and extraordinary items. The company’s principles for variable remuneration to senior management and employees who have a material impact on the company’s risk profile are currently balanced in accordance with the Remuneration Regulation.

To limit excessive risk taking, the variable remuneration towards identified staff is performance based and risk adjusted. 50% of the variable remuneration will be deferred over a period



32

of three years and will be subject to risk adjustments related to the financial position of the company, evidence of misbehavior or serious error by the employee, failure of risk management in the company or changes in the company’s economy or regulatory capital base.

13. INFORMATION AND COMMUNICATIONAll financial reporting complies with Norwegian legislation. The financial statements and annual reports are prepared to ensure accountability, transparency and fairness to all shareholders in the Group.

The Group will have regular shareholder meetings/presentations, and the Board considers that these measures enable and ensure continuous informative interaction between the Company and the shareholders.

The Directors make themselves available for discussions with the major shareholders from time to time to develop a balanced understanding of the issues and concerns of such shareholders, always subject to applicable law.

14. TAKE-OVERSIn the event of a take-over bid for the Company, the Board will act in the best interest of the shareholders and in compliance with all rules and regulations applicable in such an event. In the case of a take-over bid, the Board will refrain from taking any obstructive actions unless agreed upon by the Company’s shareholders.

In a bid situation, the Board and Group management have an independent responsibility to help ensure that shareholders are treated equally, and that the Company’s business activities are not disrupted unnecessarily. The Board has a particular responsibility to ensure that shareholders are given sufficient information and time to form a view of the offer. The Board will not seek to hinder or obstruct take-over bids for the Company’s activities or shares unless there are particular reasons for this. If an offer is made for

the Company’s shares, the Board shall issue a statement making a recommendation as to whether shareholders should or should not accept the offer.

15. AUDITORThe Company’s auditor shall be elected by the shareholders at the general meeting.

The auditor shall submit the main features of the audit plan to the Board annually.

The auditor shall participate in board meetings that deal with the annual accounts. At these meetings the auditor shall review any significant changes in the Company’s accounting principles, assess any important accounting estimates and matters of importance on which there has been disagreement between the auditor and the management. The auditor also participates in the meeting of the Audit Committee.

The auditor shall at least once a year present to the Board a review of the Company’s internal control procedures, including identifying weaknesses and proposed improvements.

The Board shall hold a meeting with the auditor at least once a year at which neither the CEO nor any other representative of the management shall be present.

The Board shall specify guidelines for the right of the management to use the auditor for purposes other than auditing.

33


Photo: S

hutterstock

34


BOARD OFDIRECTORS REPORT FOR 2013—

BOARD OF DIRECTORS REPORTFOR 2013—

PHOTO: SINGAPORE

35



36

Total revenues for the Group were NOK 1 287 million, an increase of 52% from 2012 revenues of NOK 846 million.

Shipbroking revenues increased from NOK 269 million in 2012 to NOK 295 million in 2013. The change is related to a stronger forward book for the year and higher business booked levels.

Offshore revenues increased from NOK 332 million in 2012 to NOK 356 in 2013. The Group's increased Offshore activities reaffirmed the strong global position.

Markets revenues increased from NOK 176 million in 2012 to NOK 564 million in 2013. Markets has through organic growth and leverage on the RS Platou platform been able to participate in shipping and offshore related capital markets transactions globally.

Project Finance revenues increased from NOK 68 million in 2012 to NOK 72 million in 2013. For shipping and offshore projects the classic sale leaseback market continued to be challenging, how-ever, real estate completed several syndication projects.

Total operating expenses for the Group in 2013 were NOK 588 million which is NOK 12 million lower than in 2012 and broadly in line with forecasts and expectations. The operating profit before bonus in 2013 was NOK 699 million and profit after bonus was NOK 319 million.

Operating expenses includes NOK 49 million that are neither considered necessary for long term operations of the Group, nor considered to be recurring. This includes losses on accounts receivables, historic sign-on fees and share sales accounted for under IFRS 2. Taking these non-recurring costs into account, the adjusted operating profit after bonus was NOK 368 million in 2013.

Net financial income was NOK -4 million. Interest costs, favorable movements in foreign exchange and losses on acquired receivables were the main items.

GENERAL INFORMATIONRS Platou ASA with subsidiaries ("RS Platou" or the "Group") is a leading international ship - and offshore broking company and investment bank. The Group has four divisions; Shipbroking, Offshore, Investment Banking and Project Finance.

Through Shipbroking and Offshore, the Group serves the shipping and offshore industry worldwide by providing services within chartering, sale and purchase (S&P) and contracting of ships and offshore units. The investment bank, RS Platou Markets, offers financial advisory and brokerage services for both Norwegian and international clients. Through Project Finance, equity and debt capital is syndicated for shipping, offshore and real estate projects.

The Group’s head office is in Oslo, with regional offices in Singapore, New York, Houston, Rio de Janeiro, Aberdeen, London, Accra, Geneva, Cape Town, Moscow, Dubai, Shanghai, Piraeus, Seoul, Perth, Melbourne and Sydney.

The Group aims to follow the Norwegian Code of Practice for Corporate Governance, cf. latest version dated 23 October 2012 amended on 21 December 2012. The Group’s corporate governance policies and procedures have been disclosed under the section “Corporate Governance”.

2013 OPERATIONS AND CONSOLIDATED INCOME STATEMENTThe Group had business booked of NOK 1 514 million in 2013, an increase of 62% from 2012 of NOK 937 million. Markets had business booked of NOK 563 million followed by Shipbroking with NOK 493 million, Offshore with NOK 401 million and Project Finance NOK 72 million.

The forward book was NOK 1 331 million at the end of 2013 of which NOK 574 million is scheduled to be invoiced in 2014 (vs. NOK 450 million previous year).

37

Board of directors report for 2013

Markets had a total capital adequacy ratio of 14.9% as of 31 December 2013 and RS Platou Markets Group had total capital adequacy ratio of 14.5%. The total capital adequacy ratio must be in excess of 8% in accordance with the requirement set forth by the Norwegian Financial Supervisory Authority.

The Group has several overdraft facilities which have been disclosed in Note 14 to the consolidated financial statements.

The Group's cash flow from operations was NOK 451 million in 2013 compared to NOK 53 million in 2012. The Group has sufficient cash to finance its operations. The difference between profit before tax and cash flow from operations is primarily related to bonus payments, taxes paid, non-cash items such as depreciation and amortization, costs accounted for under IFRS2, change in working capital and certain other capitalized costs not included in cash flow from investing activities.

The consolidated statement of comprehensive income and the consolidated statement of financial position do not include operating costs or capitalized costs related to research and develop ment (R&D) as the group has no material R&D activity.

As of 1 January 2013, the Group applied IAS 19 Employee Benefits ("IAS 19R") and changed the basis for calculating the pension liability and costs for defined benefit plans. The corridor which amounted to NOK 12,5 million as of 1 January 2012, has been reset to zero. The pension liability increased correspondingly as of 1 January 2012, while the equity decreased by NOK 9.3 million (after tax).

RS Platou ASA's total assets amounted to NOK 727 million as of 31 December 2013 compared to NOK 533 million as of 31 December 2012. Total equity was NOK 162 million as of 31 December 2013 and NOK 87 million as of 31 December 2012.

RISK MANAGEMENT AND INTERNAL CONTROLRS Platou is exposed to a variety of risks. The Group's financial risk, credit risk, interest rate risk, liquidity risk and currency

Profit before tax was NOK 314 million before adjustments for non-recurring operating expenses and NOK 366 million after adjustments.

2013 profit attributable to equity holders of the parent company was NOK 174 million before adjustments compared to NOK 4 million in 2012 and NOK 213 million after adjustments compared to NOK 50 million in 2012. The corresponding figures for the non-controlling interests were NOK 44 million in 2013 compared to NOK 6 million in 2012, and NOK 45 million compared to NOK 13 million in 2012 respectively.

RS Platou ASA had revenues of NOK 341 million in 2013 and NOK 311 in 2012. Total operating expenses were NOK 214 million in 2013 and NOK 191 million in 2012. Profit after tax was NOK 144 million in 2013 and NOK 22 million in 2012.

FINANCIAL POSITIONIn the opinion of the Board, the Group ended the year in a satisfactory financial position. The Board has prepared the annual accounts of the Group on the assumption that the Group is a going concern in accordance with section 3-3a of the Norwegian Accounting Act, as no circumstances or situations have arisen that would indicate otherwise.

Total assets amounted to NOK 1 152 million, of which NOK 287 million is non-current.

Total current assets were NOK 865 million. Accounts receivables, financial investments and cash are the largest items. The total cash position was NOK 464 million as of 31 December 2013. The Group had long term liabilities of NOK 83 million.

Total equity increased by 92% to NOK 317 million. The Group's equity ratio was 28% at 31 December 2013, up from 22% at 31 December 2012.

38


RS Platou is determined to be known for high ethical standards and the Group strives for transparency and openness. There are Group wide policies stating zero tolerance for corruption. RS Platou regularly instructs employees on applicable guidelines and monitors business activities to ensure compliance with the applicable guidelines.

In RS Platou ASA, absence due to sickness was 2.8% in 2012 and 2.1% in 2013 which is considered to be low. However, continuous efforts are still made to reduce the absence due to sickness. RS Platou ASA has entered into a cooperation agreement with the Labour and Welfare Service, represented by the NAV Inclusive Workplace Support Centre, to prevent and reduce absence due to illness, increase return to work and improve the working environment, as well as preventing expulsion and withdrawal from working life.

The Group has a direct impact on the environment through its consumption of energy, procurement of goods, transport and waste management. However the impact is considered to be normal and not material given the operations of the Group which is primarily related to office operations.

PROSPECTS FOR THE FUTURERS Platou still has organic growth potential from its current platform and the Group will continue to exploit the inherent expansion opportunities within the Group. IMF world economy growth forecasts stand at 3.7% for 2014 and RS Platou expect that shipping will escape from the bottom of asset values and charter rates following increased global demand. Offshore activity levels are dependent upon oil price expectations that remain fair. Both Markets and Project Finance have low visibility on their outlooks, however, continued stable equity and debt markets provide a good outlook for deal flow in 2014.

The Board acknowledges that there is uncertainty related to both the future revenues generated from operations, operating costs and net profits.

risks alongside the importance of such risks for the consolidated financial statements for 2013 are set out in Note 18 to the consolidated financial statements. Section 10 under "Corporate Governance" discloses the risk management and internal control procedures established by RS Platou.

The Board has overall responsibility for setting up and monitoring the Group’s risk management and internal control procedures. Risk management policies are established to identify and manage the risks faced by the Group, to ensure that appropriate controls exist and to monitor the identified risks and the effectiveness of the controls. Risk management policies and systems are reviewed regularly to take into account changes in external factors and regulatory conditions as well as the Group’s internal policies. There may be deviations in the policies across the various subsidiaries within the Group following different operations in different jurisdictions.

The Board meets with the auditor of the Group at least once a year to discuss inter alia risk management and internal control.

EMPLOYEES AND CORPORATE SOCIAL RESPONSIBILITYAt 31 December 2013, the Group employed 85 women and 279 men, totaling 364 employees. The Group is committed to giving women and men equal opportunities for professional and personal development, combined with expectations, compensation and benefits and career progression. Women occupy important positions throughout the Group, and the parent company’s Board comprises four men and three women.

RS Platou is committed to building a competitive company worldwide and promoting a stimulating work place that is an exceptional place to perform and develop. Throughout the Group, continual efforts are made to secure equality between genders, and under no circumstances will gender, ethnicity, religion, nationality or other criteria not relevant to a position be used when evaluating existing employees or considering potential new employees. In general, the Board considers the Group’s working environment to be good.

39

SHAREHOLDERS AND ALLOCATION OF PROFITRS Platou ASA had 115 shareholders as of 31 December 2013. RS Platou ASA's profit after tax for 2013 was NOK 144 million.

The Board will propose a dividend of NOK 3 per share totaling NOK 143 million to the annual general meeting to be held on 9 May 2014.


Marianne Aamodt

Hilde Neergaard

Peter M. Anker (CEO)

Birger Nergaard

Gustave Brun-Lie

Ragnar Horn (Chairman)

Merete HaugliCarl E. Steen

Oslo, 25 March 2014



40

CONSOLIDATEDFINANCIALSTATEMENTS—

PHOTO: HOUSTON


41

42


NOTE 2013 2012

Restated*

OPERATING REVENUES 3 1 280 091 833 910

OTHER REVENUES 3 6 620 12 092

TOTAL REVENUES 1 286 711 846 002

SALARIES AND PAYROLL COSTS 4, 17 341 604 370 444

OTHER OPERATING EXPENSES 5 226 377 210 051

DEPRECIATION AND IMPAIRMENT OF TANGIBLE ASSETS 9 18 915 18 365

AMORTISATION AND IMPAIRMENT OF INTANGIBLE ASSETS 10 1 315 1 506

OPERATING EXPENSES BEFORE BONUSES 588 211 600 366

OPERATING PROFIT BEFORE BONUSES 3 698 500 245 636

BONUSES 4 379 649 181 648

OPERATING PROFIT 3 318 851 63 988

INTEREST INCOME 6 4 874 2 579

OTHER FINANCIAL INCOME 6 21 963 5 337

INTEREST EXPENSES 6 -14 709 -15 455

OTHER FINANCIAL EXPENSES 6 -16 570 -31 880

NET FINANCIAL INCOME/EXPENSE -4 442 -39 419

PROFIT BEFORE TAX 314 409 24 569

INCOME TAX EXPENSE 7 95 985 14 696

PROFIT AFTER TAX FOR THE PERIOD 218 424 9 873

PROFIT AFTER TAX FOR THE YEAR ATTRIBUTABLE TO:

EQUITY HOLDERS OF THE PARENT 174 322 3 779

NON-CONTROLLING INTERESTS 44 102 6 094

TOTAL PROFIT AFTER TAX FOR THE PERIOD 218 424 9 873

EARNINGS PER SHARE

ORDINARY 8 3.78 0.08

DILUTED 8 3.78 0.08

* Following amendments and adoption of IAS 19, 2012 has been restated accordingly. Reference is also made to Note 1 and 17

CONSOLIDATED INCOME STATEMENT1 JANUARY – 31 DECEMBER, FIGURES IN NOK 1 000

43

Consolidated Financial Statements

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 1 JANUARY – 31 DECEMBER, FIGURES IN NOK 1 000

2013 2012

Restated*

PROFIT FOR THE PERIOD 218 424 9 873

ITEMS TO BE RECLASSFIED THROUGH PROFIT AND LOSS

EXCHANGE RATE DIFFERENCES 25 530 -2 107

ITEMS NOT TO BE RECLASSIFIED THROUGH PROFIT AND LOSS

ACTUARIAL GAINS/(LOSSES) ON DEFINED BENEFIT PLANS -2 926 -236

INCOME TAX EFFECT -633 -1 051

NET ITEMS NOT TO BE RECLASSIFIED THROUGH PROFIT AND LOSS -3 559 -1 287

TOTAL COMPREHENSIVE INCOME FOR THE PERIOD 240 395 6 479

TOTAL COMPREHENSIVE INCOME FOR THE PERIOD ATTRIBUTABLE TO:

2013 2012

EQUITY HOLDERS OF THE PARENT 195 492 1 475

NON-CONTROLLING INTERESTS 44 903 5 004

TOTAL COMPREHENSIVE INCOME 240 395 6 479



44

NOTE 31.12.13 31.12.12 01.01.12

ASSETSRestated* Restated*

NON-CURRENT ASSETS

DEFERRED TAX ASSETS 7 4 564 24 988 21 395

PROPERTY, PLANT AND EQUIPMENT 9 62 421 68 648 69 171

INTANGIBLE ASSETS 10 163 348 147 019 142 411

LONG-TERM RECEIVABLES 18 55 640 46 444 60 118

FINANCIAL INVESTMENTS 1 201 3 479 3 997

TOTAL NON-CURRENT ASSETS 287 174 290 578 297 092

CURRENT ASSETS

ACCOUNTS RECEIVABLE 11, 18 236 278 226 092 231 843

OTHER SHORT-TERM RECEIVABLES 12, 18 56 835 36 443 54 955

RESTRICTED CASH 5 414 1 340 4 375

FINANCIAL INVESTMENTS 13, 18 102 362 12 426 10 193

CASH AND CASH EQUIVALENTS 14, 18 464 273 186 957 231 106

TOTAL CURRENT ASSETS 865 162 463 258 532 472

TOTAL ASSETS 1 152 336 753 836 829 564


CONSOLIDATED STATEMENT OF FINANCIAL POSITIONFIGURES IN NOK 1 000

45


CONSOLIDATED STATEMENT OF FINANCIAL POSITION – CONTINUEDFIGURES IN NOK 1 000

NOTE 31.12.13 31.12.12 01.01.12

EQUITYRestated* Restated*

SHARE CAPITAL 15 11 882 10 714 10 332

SHARE PREMIUM ACCOUNT 79 112 14 891 118 587

TREASURY SHARES 15 -230 -485 -95

OTHER PAID-IN CAPITAL 62 504 59 242 51 477

TOTAL PAID-IN EQUITY 153 268 84 362 180 301

RETAINED EARNINGS

OTHER EQUITY 100 364 24 232 45 354

TOTAL RETAINED EARNINGS 100 364 24 232 45 354

NON-CONTROLLING INTERESTS 63 284 56 513 83 442

TOTAL EQUITY 316 916 165 107 309 096

LONG-TERM LIABILITIES

LONG-TERM INTEREST-BEARING LIABILITIES 16 65 366 87 397 110 248

OTHER NON CURRENT LIABILITIES 4 021 6 343 4 239

PENSION LIABILITIES 17 13 260 12 679 15 940

TOTAL LONG-TERM LIABILITIES 82 647 106 419 130 427

CURRENT LIABILITIES

BANK OVERDRAFT 14 177 671 111 092 -

INTEREST-BEARING LIABILITIES DUE TO

CREDIT INSTITUTIONS

16 22 121 22 532 22 561

ACCOUNTS PAYABLE 78 587 124 166 69 807

TAXES PAYABLE 7 66 898 12 587 17 009

OTHER CURRENT LIABILITIES 407 496 211 933 280 664

TOTAL CURRENT LIABILITIES 752 773 482 310 390 041

TOTAL LIABILITIES 835 420 588 729 520 468

TOTAL EQUITY AND LIABILITIES 1 152 336 753 836 829 564


Oslo, 25 March 2014

Marianne Aamodt Peter M. Anker (CEO)

Birger Nergaard

Gustave Brun-Lie



Hilde Neergaard


46

NOTE 2013 2012

CASH FLOW FROM OPERATING ACTIVITIES


ADJUSTMENTS

TAXES PAID 7 -23 295 -23 739

DEPRECIATION AND IMPAIRMENTS 9 18 915 18 365

AMORTISATION AND IMPAIRMENTS 10 1 315 1 506

COST OF SHARE BASED PAYMENTS 19 486 14 092

DIFFERENCE BETWEEN PENSION COST AND PENSION PAYMENTS -2 759 -2 078

CHANGES IN TRADE RECEIVABLES, TRADE PAYABLES AND CUSTOMER PREPAYMENTS -66 851 64 738

NET FINANCIAL INCOME 13 359 13 469

OTHER CHANGES 176 759 -58 254

NET CASH FLOW FROM OPERATING ACTIVITIES 451 338 52 668

CASH FLOW FROM INVESTING ACTIVITIES

PURCHASE OF PROPERTY, PLANT AND EQUIPMENT 9 -11 012 -19 819

PURCHASED GOODWIL -5 703 -

PROCEEDS FROM SALE OF PROPERTY, PLANT AND EQUIPMENT - 976

PROCEEDS FROM REPAYMENT OF OTHER INVESTMENTS 10 553 60 932

NET AMOUNT ON INVESTMENTS IN SUBSIDIARIES 49 596

PURCHASE OF OTHER INVESTMENTS -99 734 -51 688

NET CASH FLOW FROM INVESTING ACTIVITIES -105 847 -9 003

CASH FLOW FROM FINANCING ACTIVITIES

ISSUANCE OF SHARE CAPITAL 15 65 389 15 273

TREASURY SHARES 15 -12 313 -31 044

REPAYMENT OF BORROWINGS 16 -22 317 -22 424

NET INTEREST INCOME/INTEREST EXPENSE -13 359 -13 469

ACQUISITION/DISPOSAL OF NON-CONTROLLING INTEREST -52 679 -10 919

REPAYMENT OF SHARE PREMIUM 15 - -105 692

DIVIDENDS PAID 15 -90 207 -

DIVIDENDS PAID TO MINORITY INTERESTS -18 262 -29 919

NET CASH FLOW FROM FINANCING ACTIVITIES -143 748 -198 194

NET TRANSLATION DIFFERENCE 8 994 -712

NET INCREASE IN CASH AND CASH EQUIVALENTS 210 737 -155 241

CASH AND CASH EQUIVALENTS AS OF 1 JANUARY 14, 18 75 865 231 106

CASH AND CASH EQUIVALENTS AT END OF PERIOD 14, 18 286 602 75 865

CONSOLIDATED STATEMENT OF CASH FLOW1 JANUARY – 31 DECEMBER, FIGURES IN NOK 1 000

47


Share capital

Share premium

Treasury shares

Other paid-in capital

Translation reserve

Other equity Total

Non-controlling

interestsTotal

equity

BALANCE AT 1 JANUARY 2013 10 714 14 891 -485 59 242 -7 077 31 309 108 594 56 513 165 107

COMPREHENSIVE INCOME FOR THE PERIOD

PROFIT FOR THE YEAR - - - - - 174 322 174 322 44 102 218 424

FOREIGN CURRENCY TRANSLATION DIFFERENCES - - - - 23 946 - 23 946 1 584 -3 559

ACTUARIAL GAINS/(LOSSES) ON DEFINED BENEFIT PLANS - - - - - -2 777 -2 777 -782 -3 559

COMPREHENSIVE INCOME FOR THE PERIOD - - - - -23 946 171 545 195 491 44 904 240 395

TRANSACTIONS WITH OWNERS, RECOGNISED IN EQUITY

CONTRIBUTIONS FROM/DISBURSEMENT TO OWNERS

SHARE ISSUE 1 168 64 221 - - - - 65 389 - 65 389

CHANGE IN TREASURY SHARES - - 255 3 262 - -15 830 -12 313 - -12 313

COST OF SHARE-BASED PAYMENTS - - - - - 19 487 19 487 - 19 487

DIVIDENDS - - - - - -90 207 -90 207 -18 262 -108 469

TOTAL CONTRIBUTIONS FROM AND DISBURSEMENT TO OWNERS 1 168 64 221 255 3 262 - -86 550 -17 644 -18 262 -35 906

CHANGES IN OWNERSHIP INTERESTS IN SUBSIDIARIES WITHOUT LOSS OF CONTROL

ADDITIONS OF NON-CONTROLLING OWNERSHIP INTERESTS - - - - - -65 389 -65 389 - -65 389

CHANGE IN NON-CONTROLLINGOWNERSHIP INTERESTS - - - - - 32 580 32 580 -19 871 12 709

TOTAL CHANGE IN OWNERSHIP IN SUBSIDIARIES (NOTE 2) - - - - - -32 809 -32 809 -19 871 -52 680

EQUITY AT 31 DECEMBER 2013 11 882 79 112 -230 62 504 16 869 83 495 253 632 63 284 316 916

CONSOLIDATED STATEMENT OF CHANGES IN EQUITYFIGURES IN NOK 1 000

EQUITY HOLDERS OF THE PARENT

48


Share capital

Share premium

Treasury shares

Other paid-in capital

Translation reserve

Other equity Total

Non-controlling

interestsTotal

equity

BALANCE AT 1 JANUARY 2012 (RESTATED) 10 332 118 587 -95 51 477 -5 777 52 641 227 165 81 934 309 099

COMPREHENSIVE INCOME FOR THE PERIOD

PROFIT FOR THE YEAR - - - - - 3 779 3 779 6 094 9 873

FOREIGN CURRENCY TRANSLATION DIFFERENCES - - - - -1 300 - -1 300 - 807 -2 107

ACTUARIAL GAINS/(LOSSES) ON DE-FINED BENEFIT PLAN - - - - - -1 004 -1 004 -283 -1 287

COMPREHENSIVE INCOME FOR THE PERIOD - - - - -1300 2 775 1 475 5 004 6 479

TRANSACTIONS WITH OWNERS, REC-OGNISED IN EQUITYCONTRIBUTIONS FROM/DISBURSE-MENT TO OWNER

SHARE ISSUE 382 14 891 - - - - 15 273 - 15 273

CHANGE IN TREASURY SHARES - - -390 -6 327 - -24 327 -31 044 - -31 044

COST OF SHARE-BASED PAYMENTS - - - 14 092 - - 14 092 - 14 092

CAPITAL REDUCTION - -118 587 - - - 118 587 - - -

REPAYMENT OF SHARE PREMIUM - - - - - -105 692 -105 692 - -105 692

DIVIDENDS - - - - - - - -29 919 -29 919

TOTAL CONTRIBUTIONS FROM AND DISBURSEMENT TO OWNERS 382 -103 696 -390 7 765 - -11 432 -107 371 -29 919 -137 290

CHANGES IN OWNERSHIP INTERESTS IN SUBSIDIARIES WITHOUT LOSS OF CONTROL

ACQUISITION OF NON-CONTROLLING OWN-ERSHIP INTEREST - - - - - - - - -

CHANGE IN NON-CONTROLLING OWN-ERSHIP INTERESTS - - - - - -12 675 -12 675 -506 -13 181

TOTAL CHANGE IN OWNERSHIP IN SUB-SIDIARIES (NOTE 2) - - - - - -12 675 -12 675 -506 -13 181

EQUITY AT 31 DECEMBER 2012 10 714 14 891 -485 59 242 -7 077 31 309 108 594 56 513 165 107

EQUITY HOLDERS OF THE PARENT


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ACCOUNTING PRINCIPLESINFORMATION ABOUT THE COMPANY AND THE GROUPRS Platou ASA (the "Company") is a public limited company registered in Norway. The Company’s head office is located at Haakon VII’s gate 10, 0119 Oslo, Norway.

The Company’s consolidated financial statements for the accounting year 2013 comprise the Company and its subsidiaries (collectively referred to as the Group, and individually as a Group company). See Note 2 for a list of subsidiary companies.The Company’s business activities are described in Note 3.

The consolidated financial statements for the Group and the Company including disclosure requirements for the accounting period ended 31 December 2013, were approved by the Board of Directors and CEO on 25 March 2014, and will be presented for final approval at the Annual General Meeting on 6 May 2014.

BASIS FOR THE PREPARATION OF THE FINANCIAL STATEMENTSThe consolidated financial statements for the financial year 2013 have been prepared in accordance with International Financial Reporting Standards (IFRS) and appropriate interpretations as adopted by the EU, and additional notification or disclosure requirements under the Norwegian Accounting Act. The consolidated financial statements of RS Platou ASA are prepared on the basis of historical cost, with the exception of the following assets and liabilities, which are measured at fair value:

• financial assets recognised at fair value in the consolidated statement of comprehensive income• financial assets available for sale

The consolidated financial statements have been prepared applying consistent accounting principles for similar transactions and events in otherwise similar circumstances.

APPROVED IFRSS AND IFRICS WITH FUTURE EFFECTIVE DATESStandards and interpretations that are issued up to the date of issuance of the consolidated financial statements, but not yet effective, are disclosed below. The Group’s intention is to adopt the relevant new and amended standards and interpretations when they become effective, subject to EU approval before the consolidated financial statements are issued.

■ IFRS 10 Consolidated Financial Statements. IFRS 10 replaces the portion of IAS 27 Consolidated and Separate Financial Statements that addresses the accounting for consolidated financial statements and SIC-12 Consolidation – Special Purpose Entities. IFRS 10 establishes a single control model that applies to all entities including special purpose entities. The changes introduced by IFRS 10 will require management to exercise significant judgement to determine which entities are controlled and therefore are required to be consolidated by a parent, compared with the requirements that

Note


50

were in IAS 27. In accordance with IFRS 10, an investor controls another entity when it is exposed, or has rights, to variable returns from its involvement with the other entity, and has the ability to affect those returns through its power over the entity. Within the EU/EEA area, IFRS 10 is effective for annual periods starting on or after 1 January 2014. The Group does not expect the amendment to have effect on the financial statements at the date of implementation. See Note 2 for description of group structure.

■ IFRS 11 Joint Arrangements. IFRS 11 replaces IAS 31 Interests in Joint Ventures and SIC-13 Jointly-controlled Entities - Non-monetary Contributions by Venturers. IFRS 11 removes the option to account for jointly controlled entities (JCEs) using proportionate consolidation. Instead, JCEs that meet the definition of a joint venture must be accounted for using the equity method. RS Platou will account profit for the year from Joint Ventures as part of Operating revenues. The amendments become effective for financial statements starting on or later than 1 January 2014 within the EU/EEA region. See Note 2 for impact from1 January 2014.

■ IFRS 12 Disclosure of Interests in Other Entities. IFRS 12 applies for enterprises with interests in subsidiaries, joint arrangements, associates and structured entities. IFRS 12 replaces the disclosure requirements that were previously included in IAS 27 Consolidated and Separate Financial Statements, IAS 28 Investments in Associates and IAS 31 Interests in Joint Ven-tures. A number of new disclosures are also required. Within the EU/EEA area, IFRS 12 is effective for annual periods beginning on or after 1 January 2014. The Group will consider future disclosure requirements due to the new standard.

■ IAS 28 Investment in Associates and Joint Ventures. As a consequence of the new IFRS 11 Joint Arrangements, and IFRS 12 Disclosure of Interests in Other Entities, IAS 28 Investments in Associates, has been renamed IAS 28 Investments in Associates and Joint Ventures, and describes the application of the equity method to investments in joint ventures in addition to associates. The amendments become effective for financial statements starting on or later than 1 January 2014 within the EU/EEA region. See Note 2 for impact.

FUNCTIONAL AND PRESENTATION CURRENCIESThe consolidated financial statements are presented in Norwegian kroner (NOK), which is the parent company’s functional currency. Unless otherwise stated, all figures are rounded to the nearest thousand (NOK 1 000). The balance sheet figures of subsidiaries with a different functional currency are translated at the exchange rate prevailing on the balance sheet date, and average monthly exchange rates for relevant months are applied for items in the consolidated statement of comprehensive income.


51

CONSOLIDATION PRINCIPLESThe consolidated financial statements comprise the financial statements of the Group and its subsidiaries as at 31 December 2013.

Subsidiaries are fully consolidated from the date of acquisition, being the date on which the Group obtains control, and continue to be consolidated until the date when such control ceases. The financial statements of the subsidiaries are prepared for the same reporting period as the parent company, using consistent accounting policies. All intra-group balances, transactions, unrealised gains and losses resulting from intra-group transactions and dividends are eliminated in full.

A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction. If the Group loses control over a subsidiary, it: ■ Derecognises the assets (including goodwill) and liabilities of the subsidiary ■ Derecognises the carrying amount of any non-controlling interest ■ Derecognises the cumulative translation differences, recorded in equity ■ Recognises the fair value of the consideration received ■ Recognises the fair value of any investment retained ■ Recognises any surplus or deficit in profit or loss ■ Reclassifies the parent’s share of components previously recognised in other comprehensive income to profit or loss or

retained earnings, as appropriate.

USE OF ASSUMPTIONS AND ESTIMATES IN PREPARATION OF THE FINANCIAL STATEMENTSThe preparation of financial statements in accordance with IFRS requires management to make estimates, judgements and assumptions that affect the reported value of assets, liabilities, revenues, costs and information regarding potential obligations. Management bases its estimates and judgements on historical experience and on various other factors that are believed to be reasonable under the circumstances. Uncertainty surrounding these assumptions and estimates may result in changes that could cause material adjustments to the book values of assets and liabilities in the future.

The financial statements may also be affected by the choice of accounting principles and the judgement exercised in applying them. This applies, for instance, to the assessment that most of the equity investments are presented as available for sale with changes in value through other comprehensive income and not as fair value changes through profit and loss and to the distinctions between operating and finance leases.

Estimates and their underlying assumptions are reviewed on an on-going basis. Revisions to accounting estimates are recognised in the financial statements in the period when the revisions arise. If the revisions also affect future periods, the effect is distributed over current and future periods.

Certain key future assumptions and other important sources affecting the estimates, which are uncertain at the balance sheet date, could result in significant adjustments to the recorded amounts of assets and liabilities. Significant assets and liabilities affected by estimates are as follows:

DEFINED BENEFIT PENSION SCHEMESPension costs and pension liabilities under defined benefit pension schemes are computed using a linear earnings profile and anticipated final salary, based on assumptions regarding the discount rate, future salary adjustments, state pensions and benefits, the future return on pension plan assets, and actuarial assumptions on mortality rates, disability and voluntary departures. Due to the long-term perspective built into a defined benefit pension scheme, there is significant uncertainty connected with the calculations. Further details are set out in Note 17.


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IMPAIRMENT OF NON-FINANCIAL ASSETSThe Group assesses whether there is a need to write-down all non-financial assets at each reporting date. Goodwill and other assets with indefinite lives are tested both on an annual basis and when an indication of a need to make a write-down arises. Other non-financial assets are tested for impairment when indications suggest that the book value is no longer recoverable.

When value in use is employed, management must estimate the anticipated future cash flow from assets or cash-generating units and decide on an appropriate discount rate in order to calculate the present value of the cash flows. Further details are set out in Note 10.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

TRANSACTIONS AND BALANCES IN FOREIGN CURRENCIESTransactions are recorded by each Group company in the entity’s functional currency. Transactions in currencies other than the functional currency are converted using the exchange rate prevailing on the date of the transaction. Monetary items in foreign currencies are converted to functional currency using the exchange rate prevailing on the balance sheet date. Currency adjustments that arise during conversion are recognised in profit or loss. Non-monetary assets and liabilities measured in terms of historical cost in a foreign currency are converted using the exchange rate prevailing on the transaction date. Non-monetary assets and liabilities measured at fair value are converted to functional currency using the exchange rate prevailing on the date on which fair value was determined. Changes in exchange rates are recognised in profit or loss on an ongoing basis during the accounting period.

On consolidation the assets and liabilities in foreign operations, including goodwill and fair value adjustments that arise on consolidation, are converted to Norwegian kroner (NOK) using the exchange rate prevailing on the balance sheet date. Revenues and costs of foreign operations are converted to NOK using average exchange rates. The exchange differences arising on translation for consolidation are recognized in other comprehensive income and as translation differences in equity.

FINANCIAL INSTRUMENTSRECOGNITION AND DERECOGNITION Financial assets and liabilities are recognised in the balance sheet when the Group becomes a party to the instruments’ contractual provisions. The ordinary purchase or sale of financial assets or liabilities is recognised on the date on which the transaction took place. When a financial asset or a financial obligation is recognised for the first time, it is measured at fair value. First-time recognition includes transaction costs that are directly attributable to the purchase or issue of the financial asset/liability, in those cases where the financial asset/liability is not measured at fair value in profit or loss.

Financial assets are derecognised when the contractual rights to cash flows from the financial asset expire, or when the Group transfers the financial asset as part of a transaction in which all or almost all risks and earnings opportunities linked to the ownership of the asset are transferred.

DEFINITION OF AMORTIZED COSTFollowing first-time recognition, investments held to maturity, loans and receivables, and financial liabilities that are not recognised at fair value in profit or loss, are carried at amortised cost according to the effective interest method. On calculation of the effective interest rate, an estimate of cash flows is made, and contractual terms and conditions are taken into consideration. The calculation incorporates all fees and interest-related items paid or received between the parties to the contract which are an integral part of the effective interest rate, as well as transaction costs and all other additional payments or discounts.


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DEFINITION OF FAIR VALUE AND VALUATION HIERARCHYFair value is the amount for which an asset can be traded or a liability settled as part of an arms-length transaction between knowledgeable and independent parties. Level 1: For financial instruments that are listed on a stock exchange or in another regulated market, quoted values will be used. Level 2: Fair value is measured using observable input criteria other than those employed for Level 1, either directly (in the form of prices), or indirectly (extrapolated from prices). Level 3: If the market for a financial instrument is inactive, fair value is set by using valuation methods.

IMPAIRMENT OF FINANCIAL ASSETSAt each reporting date the Group assesses whether there is any objective evidence that a financial asset or a group of financial assets is impaired. Any write-down is recorded in profit or loss. If, at a later period, the reason for the write-down ceases to apply, and this can be linked objectively to an event that occurred after the reduction in value was recognised, the earlier write-down is reversed. The reversal cannot exceed the amount of the original amortised cost, as recognised in the consolidated statement of financial position. The reversal of earlier write-downs is presented as income.

The write-down is recorded in profit or loss. If, at a later period, the reason for the write-down ceases to apply, and this can be linked objectively to an event that occurred after the reduction in value was recognised, the earlier write-down is reversed. The reversal cannot exceed the amount of the original amortised cost, as recognised in the consolidated statement of financial position. The reversal of earlier write-downs is presented as income.

FINANCIAL ASSETS NOT RECOGNIZED AT FAIR VALUEFor financial assets that are not recognised at fair value, an assessment is made on each balance sheet date as to whether there exist objective indications that a financial asset, or group of financial assets, has incurred a reduction in value.

If there are objective indications of a loss as a result of a reduction in value, the loss will be measured as the difference between the asset’s carrying value and the present value of the estimated future cash flows, discounted by applying the financial asset’s original effective interest rate (i.e. the effective interest rate calculated on first-time recognition). The loss is recognised in profit or loss.

If, at a later period, the basis for the loss ceases to exist, and this can be linked to an event that occurred after the reduction in value was recognised, the loss is reversed. The reversal cannot exceed the amount of the original amortised cost as recognised in the consolidated statement of financial position.

CLASSIFICATION AND MEASUREMENT OF FINANCIAL ASSETS AND LIABILITIESIn accordance with IAS 39 (Financial Instruments: Recognition and Measurement), financial instruments within the scope of IAS 39 are classified into the following categories: fair value with value changes in profit or loss, held-to-maturity, available for sale, loans and receivables, and other liabilities. The classification depends on the purpose for which the investment was acquired.

FINANCIAL ASSETS AND LIABILITIES MEASURED AT FAIR VALUE IN PROFIT OR LOSSInvestments are classified as financial assets measured at fair value, with value changes in profit or loss, if they are designated for this purpose at the date of inception or are held for trading purposes and derivatives. Derivatives, with the exception of a derivative that is an earmarked and effective hedging instrument, and shares that are held primarily for the purposes of selling or buying back in the short-term, are the only financial assets and liabilities classified as held for trading purposes. Gains and losses on investments held for trading purposes are recognised in profit or loss.


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LOANS AND RECEIVABLESLoans and receivables which are not derivative financial assets, with fixed or stipulated payment terms and not subject to trading in an active market are, after first-time recognition, carried at amortised cost. This category mainly comprises customer receivables and other receivables.

FINANCIAL INVESTMENTS AVAILABLE FOR SALEFinancial assets available for sale are primarily investments in shares in cases where the total ownership interest in the company is less than 20%, and are not classified as assets and liabilities measured at fair value in profit or loss. The intention of the invest-ment constitutes the main criterion for its classification.

Financial assets classified as available for sale are written down when there is objective evidence suggesting that the asset in question has fallen in value. The accumulated loss recognised directly in profit or loss (the difference between acquisition cost and current fair value less any write-down that has previously been recognised in profit or loss and any amortisation amount) is removed from equity and recognised in profit or loss. If the fair value of a debt instrument classified as available for sale increases during a subsequent period, and the increase can be linked objectively to an event that occurred after the write-down was recognised in profit or loss, the write-down shall be reversed in profit or loss. A write-down recognised in profit or loss for an investment in an equity instrument is not reversed in profit or loss.

FINANCIAL LIABILITIESNON-INTEREST-BEARING FINANCIAL LIABILITIESNon-interest-bearing financial liabilities include financial derivatives and other non-interest-bearing liabilities. On initial recognition, a non-interest-bearing financial liability is measured at fair value. On subsequent occasions, it will be measured either at fair value or at amortised cost using the effective interest method.

INTEREST-BEARING LIABILITIESAll interest-bearing liabilities are valued on first-time recognition at fair value with a deduction for related transaction costs, and not at fair value in profit or loss. On subsequent occasions, an interest-bearing liability is valued at amortised cost using the effective interest method.

EQUITYEQUITY AND LIABILITIESFinancial instruments are classified as liabilities or equity in accordance with the underlying economical realities.Interest, dividend, gains and losses relating to a financial instrument classified as a liability will be presented as an expense or income. Amounts distributed to holders of financial instruments that are classified as equity will be recorded directly in equity.

TREASURY SHARESWhen treasury shares are repurchased, the purchase price including directly attributable costs is recognised in equity. Treasury shares are presented as a reduction in equity.

COSTS OF EQUITY TRANSACTIONSWhen treasury shares are repurchased, the purchase price including directly attributable costs is recognised in equity. Treasury shares are presented as a reduction in equity.

OTHER EQUITY(a) Fair value reservesThe reserves contain total net changes in the fair value of financial instruments classified as available for sale until the investment has been sold or it has been determined that the investment is of no value.


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(b) Translation differencesTranslation differences arise in connection with exchange-rate differences of consolidated foreign entities.

Exchange-rate differences in monetary amounts (liabilities or receivables) which are in reality a part of a company’s net investment in a foreign entity are also included as translation differences.

If a foreign entity is sold, the accumulated translation difference linked to the entity is reversed and recognised in profit or loss in the same period as the gain or loss on the sale is recognised.

FIXED ASSETSFixed assets are measured at acquisition cost with a deduction for accumulated depreciation and write-downs. When assets are sold or transferred, the value in the balance sheet is derecognised and any losses or gains are recorded in profit or loss.

Depreciation is calculated using the straight line method and by applying an economic life appropriate to the asset in question. The depreciation period and method of calculation is assessed on an annual basis.

INTANGIBLE ASSETSIntangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired in a business combination is its fair value as at the date of acquisition. Following initial recognition, intangible assets are carried at cost less any accumulated amortisation and accumulated impairment losses, if any.

Intangible assets are amortised over their economic life and are tested for impairment if any indications of impairment should arise. The depreciation period and calculation method are reassessed annually. Changes to the depreciation method and/or period are treated as a change in estimate.

BUSINESS COMBINATIONS AND GOODWILLIn the event of a business combination the purchase method is employed.

GOODWILLBusiness combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the aggregate of the consideration transferred, measured at fair value at the acquisition date and the amount of any non-controlling interest in the acquiree. For each business combination, the acquirer measures the non-controlling interest in the acquiree either at fair value or at the proportionate share of the acquiree’s identifiable net assets. Acquisition costs incurred are expensed and included in administrative expenses.

If the business combination is achieved in stages, the acquisition date fair value of the acquirer’s previously held equity interest in the acquiree is re-measured to fair value at the acquisition date through profit or loss. Any contingent consideration to be transferred by the acquirer will be recognised at fair value at the acquisition date. Subsequent changes to the fair value of the contingent consideration which is deemed to be an asset or a liability will be recognised in accordance with IAS 39 either in profit or loss or as a change to other comprehensive income. If the contingent consideration is classified as equity, it will not be re-measured until it is finally settled within equity.

Goodwill is initially measured at cost being the excess of the aggregate of the consideration transferred and the amount recognised for non-controlling interest over the net identifiable assets acquired and liabilities assumed.

If this consideration is lower than the fair value of the net assets of the subsidiary acquired, the difference is recognised in profit or loss.After initial recognition, goodwill is measured at cost less any accumulated impairment losses.


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EMPLOYEE BENEFITSDEFINED CONTRIBUTION PENSION SCHEMEA defined contribution pension plan is a scheme whereby the company pays a fixed contribution to a separate entity with no obligation to pay more than the stipulated annual amount. The stipulated amount is a fixed percentage of monthly salaries.

The contributions are recognized as an employee benefit expense at the time of payment. Any prepaid contributions are recognized as an asset to the extent that a cash refund or a reduction in the future payments is available.

DEFINED BENEFIT PENSION SCHEMEAs of 1 January 2013, the Group applied IAS 19 Employee Benefits (June 2011) (“IAS 19R”) and changed the basis for calculating the pension liability and costs for defined benefit plans. The corridor as of 1 January 2012, has been reset to zero. Previously the return on the plan assets was calculated by using a long-term expected return on the plan assets. As a result of applying IAS 19R, the net interest costs for the period is now calculated by using the discount rate for the liability at the beginning of the period on the net liability. As such the net interest cost consists of interest on the liability and the return on the plan assets, whereas both have been calculated by using the discount rate. Changes in net pension liabilities as a result of payments of premiums and pension payments have been taken into consideration. The difference between the actual return and the accounted return is recognised continuously through other comprehensive income. The current service cost and net interest income/costs are recognised immediately. The financial part of the pension cost is now recognized as part of financial items, the other part is recognised in the salary and personnel cost in the income statement. Changes in value, both in assets and liabilities are recognised through other comprehensive income. Gains or losses on the curtailment or settlement of a defined benefit plan are recognised through profit and loss when the curtailment or settlement occurs. A curtailment occurs when the Group decides to make a material reduction in the number of employees covered by a plan or amends the terms of a defined benefit plan such that a considerable part of the current employees’ future earnings will no longer qualify for benefits or will qualify only for reduced benefits.

PROVISIONSA provision is recorded in the financial statements when the Group has an obligation (legal or constructive) as a result of a past event for which it is probable (more likely than not) that a financial settlement will result from such obligation, and that the amount in question can be reliably measured. If the effect is significant, the provision is calculated by discounting anticipated future cash flows using a discount rate before tax that reflects the market’s pricing of the time value of money and, if relevant, the risks specifically linked to the obligation.

PRINCIPLES FOR RECOGNIZING REVENUESThe Group’s revenues primarily consist of commissions from sale and purchase agreements, contracting of newbuilds and chartering, syndication and corporate management, stock broking and consultancy revenues related to financial advisory services.

Revenue is recognised when the Group has a contractual entitlement to commission, normally at the time of completed contractual periods between the principals in the transaction.

SALE AND PURCHASE AGREEMENTSCommission earned from sale and purchase of existing vessels is invoiced and recognised in profit or loss upon the delivery of the vessel from the seller to the buyer. The commission is normally based on a percentage of the purchase price of the vessel.

NEWBUILDING CONTRACTSThe commission is normally based on a percentage of the purchase price of the vessel and the commission is invoiced and recognised in profit or loss based on the payment milestones as stipulated in the newbuilding contract negotiated between the ship owner and the yard. The Group normally invoices the yard when the ship owner pays the yard based on the agreed milestones.


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CHARTERING CONTRACTSThe commission earned from chartering is normally based on a percentage of the total freight costs as negotiated between the ship owner and the charterer. Invoicing and revenue recognition in profit or loss normally follows the payment from charterer to ship owner as negotiated in the chartering agreement.

SYNDICATION AND CORPORATE MANAGEMENTWithin the Project Finance division, there are revenues related to syndication fees from new projects and corporate management fees from existing projects. Syndication fees are normally recognised in profit or loss at the date of invoicing which is usually when the project has been capitalised with necessary debt and equity capital. Corporate management fees are invoiced based on corporate management agreements, usually with six months advance payment, and are recognised in profit or loss through monthly income entries during the advance period.

STOCK BROKINGCommissions related to stock broking are recognised at the execution date for the trade.

CORPORATE FINANCE AND CONSULTANCY REVENUESRevenues related to financial advisory services performed by the Markets division are recognised in profit or loss when the services undertaken to complete an engagement as stated in the engagement letter have been delivered. Any discretionary fees will be recognised in profit or loss when such agreements are entered into following completion of a transaction.

LEASINGLeasing contracts in which most of the risks and rewards linked to ownership of the asset are not transferred to the Group are included within operating leases. Lease payments are classified as operating costs and expensed on a straight line basis over the lease term.

FINANCIAL REVENUES AND EXPENSESFinancial revenues comprise interest income, dividend income and gains on the disposal of financial assets available for sale.

Changes in gains from financial derivatives are recorded in profit or loss. Interest income is recognised as it is earned, using the effective interest method.

Dividends are recognised when the shareholders’ right to receive the dividend is established.

Financial expenses consist of interest expenses on loans, write-downs of financial assets, and losses on derivatives recorded in profit or loss.

TAXESThe tax expense in the income statement consists of tax payable and changes in deferred tax for the period.

CURRENT INCOME TAX Current income tax assets and liabilities for the current period are measured at the amount expected to be recovered or paid to the taxation authorities. The tax rates and tax laws used to compute the amounts are those that are enacted or substantively enacted, at the reporting date in the countries where the Group operates and generates taxable income.


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DEFERRED TAXThe change in deferred tax reflects the future taxes payable resulting from the current year’s activities. Deferred tax liabilities and deferred tax assets are calculated on the basis of all the recognised differences between the accounting and tax value of assets and liabilities, with the exception of: ■ temporary differences linked to goodwill that are not tax deductible ■ temporary differences related to investments in subsidiaries, associated companies or jointly controlled companies

which the Group controls, when the temporary differences will be reversed and this is not anticipated to take place in the foreseeable future

Deferred tax assets are recognised when it is probable that the Group will have sufficient taxable profits in subsequent periods to be able to use the tax assets. The Group recognises deferred tax assets not previously recorded to the extent that it has b ecome likely that the Group can use such deferred tax assets. Similarly, the Group will reduce a deferred tax asset to the extent that the Group no longer considers it likely that it can make use of such deferred tax asset.

Deferred tax is calculated based on anticipated future tax rates that apply to the Group companies in which temporary differences have arisen.

Deferred tax is recognised at nominal value and is classified as financial non-current assets (or long-term liabilities) in the balance sheet.

Tax payable and deferred tax is recognised in equity to the extent that the tax items relate to equity transactions.

EARNINGS PER SHAREThe Group presents ordinary and diluted earnings per share for the Group’s ordinary shares.

SEGMENT REPORTINGAn operational segment is a part of the Group that conducts business activities which are able to generate revenues and costs, including revenues and costs from transactions made with other Group segments, and where separate financial information is available (see Note 3). Operating segments are reported in a manner consistent with the internal reporting provided to the Group’s management team. All operating profit and loss related to the operational segments are reviewed on a regular basis in order to evaluate the segments’ results and to allocate resources to them.

There is no difference between the accounting principles used in connection with segment reporting and those used in preparing the consolidated financial statements.

A segment represents a part of the Group that carries a different risk and return than the other segments within the Group.


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OVERVIEW OF SIGNIFICANT SUBSIDIARIESTHE FOLLOWING SUBSIDIARIES ARE INCLUDED IN THE CONSOLIDATED ACCOUNTS:

31.12.2013 31.12.2012

COMPANY (INCLUDINGSUBSIDIARIES WHERE RELEVANT)

COUNTRY OF INCORPORATION MAIN ACTIVITY

SHARE-HOLDING

VOTING RIGHTS

SHARE-HOLDING

VOTING RIGHTS

RS PLATOU OFFSHORE AS NORWAY NON TRADING 100.00% 100.00% 100.00% 100.00%

RS PLATOU ECONOMIC RESEARCH AS NORWAY NON TRADING 100.00% 100.00% 100.00% 100.00%

RS PLATOU SHIPBROKERS AS NORWAY NON TRADING 100.00% 100.00% 100.00% 100.00%

RS PLATOU FINANS AS NORWAY FINANCIAL SERVICES 52.36% 52.36% 50.01% 50.01%

RS PLATOU REAL ESTATE AS NORWAY FINANCIAL SERVICES 31.91% 50.01% 31.50% 50.50%

RS PLATOU (USA) INC. USA OFFSHORE BROKING 100.00% 100.00% 100.00% 100.00%

LONE STAR, R.S. PLATOU INC. USA SHIPBROKING 100.00% 100.00% 75.17% 75.17%

RS PLATOU (SINGAPORE) PTE. LTD. SINGAPORE SHIP/OFFSHORE BROKING 100.00% 100.00% 100.00% 100.00%

THE STEWART GROUP LTD UK OFFSHORE BROKING 78.03% 78.03% 78.03% 78.03%

RS PLATOU LLP UK SHIPBROKING 51.00% 51.00% 51.00% 51.00%

RS PLATOU MARKETS AS NORWAY INVESTMENT BANKING 90.10% 90.10% 62.90% 62.90%

RS PLATOU HELLAS LTD CYPRUS SHIPBROKING 51.00% 51.00% 51.00% 51.00%

RS PLATOU GENEVE HOLDING SA SWITZERLAND SHIPBROKING 100.00% 100.00% 100.00% 100.00%

RS PLATOU BRAZIL LTDA. BRAZIL OFFSHORE BROKING 100.00% 100.00% 100.00% 100.00%

RS PLATOU ASSET MANAGEMENT AS NORWAY FINANCIAL SERVICES 100.00% 100.00% 100.00% 100.00%

MANFIN CONSULT AS NORWAY SHIPBROKING 50.10% 50.10% 50.10% 50.10%

RS PLATOU TANKERS AS NORWAY SHIPBROKING 50.02% 50.02% 0.00% 0.00%

M62 HOLDING AS NORWAY PROPERTY DEVELOPMENT 50.00% 50.00% 0.00% 0.00%

RS Platou ASA has actual control over RS Platou Real Estate AS.

CHANGES IN OWNERSHIP WITHOUT LOSS OF CONTROLIn February 2013, RS Platou ASA acquired shares in RS Platou Markets AS from employees in RS Platou Markets AS increasing RS Platou ASA's ownership to 90.1%. The transaction was settled by newly issued shares in RS Platou ASA.

In March 2013, RS Platou ASA acquired shares in Lone Star RS Platou, Inc. from employees in Lone Star RS Platou, Inc. The transaction increased RS Platou ASA's ownership to 100%. The transaction was settled with shares in RS Platou ASA.

BUSINESS COMBINATIONSIn November 2013, RS Platou ASA acquired 50.02% of the shares outstanding in Christiania Shipbrokers AS (renamed to RS Platou Tankers AS) from employees in Christiania Shipbrokers AS. The transaction was settled with 400.000 shares in RS Platou ASA and NOK 6.375 million in cash.

100% of Realkapital Partners AS was acquired in January 2012. The company was sold in August 2013.

In May 2013, RS Platou ASA and Fabritius Gruppen AS established a joint venture (M62 Holding AS) with the sole purpose of acquiring ROM M62 AS. Definite agreements to acquire ROM M62 AS were entered into in May 2013. ROM M62 AS has one office building under construction and completion is expected to take place in April 2015.

Note


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SEGMENT REPORTING OPERATING SEGMENTSFor management purposes, the Group has organized its activities into four operating segments:

SHIPBROKINGThe Shipbroking segment comprises activities relating to the purchase and sale of ships, newbuildings and chartering of dry cargo vessels, tanker vessels and industrial shipping vessels.

OFFSHOREThe Offshore segment comprises activities relating to the sale and purchase, newbuilding and chartering of offshore related vessels.

PROJECT FINANCEThe Project Finance segment identifies shipping, offshore and real estate projects, for which equity capital and debt capital is syndicated. For existing projects, Project Finance is also responsible for project and corporate management.

INVESTMENT BANKINGMarkets offers a wide range of services within equity and credit sales and trading, research and corporate finance to both domestic and foreign institutional clients and investors. Markets is licensed and supervised by the Norwegian Financial Supervisory Authority ("Finanstilsynet") in Norway and by The Financial Industry Regulatory Authority ("FINRA") in the United States.

The accounting principles of the reportable segments are the same as the Group’s accounting principles described in Note 1.

The Group assesses performance in the segments based on profit or loss before financial items. Transactions between the operating segments are eliminated in the consolidated financial statements. Such transactions are based on market conditions. Operating income and operating expenses from transactions between the operating segments have been eliminated within the segments.

Assets, liabilities and financial items are not divided between the segments and are not reported upon at Group level. The Group considers that this is not significant information for understanding and analysing the segments within the RS Platou Group.

The Group’s reportable segments are strategic business areas offering different products and services. Segment information presented is consistent with the Group’s internal management reporting.

Note


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KEY FIGURES PER OPERATING SEGMENT 1 JANUARY – 31 DECEMBER, FIGURES IN NOK 1 000

SHIPBROKING OFFSHORE FINANCE MARKETS UNALLOCATED TOTAL

2013 2012 2013 2012 2013 2012 2013 2012 2013 2012 2013 2012

OPERATING REVENUES 292 389 267 907 352 455 323 901 70 563 70 084 564 683 172 017 - -

1 280 091 833 910

OTHER REVENUES 2 862 940 3 180 7 849 948 -1 948 -369 4 174 - 1 077 6 620 12 092

TOTAL OPERATINGREVENUES 295 251 268 848 355 635 331 750 71 511 68 136

564 313

176 191 - 1 077

1 286 711

846 002

TOTAL OPERATING EXPENSES 204 278 227 444 154 441 151 434 39 647 33 891 189 844 187 079 - 519 588 211 600 366

OPERATING PROFITBEFORE BONUS 90 973 41 404 201 194 180 316 31 863 34 246

374 469 -10 888 - 558

698 500

245 636

BONUS 69 490 48 507 121 630 104 985 14 618 13 156 173 910 15 000 - - 379 649 181 648

OPERATING PROFITAFTER BONUS 21 483 -7 103 79 564 75 331 17 245 21 089 200 559 -25 888 - 558

318 851 63 988

NET FINANCIAL RESULT -4 442 -39 419 -4 442 -39 419

TAX EXPENSE -95 985 -14 696 -95 985 -14 696

PROFIT AFTER TAX FROM CONTINUING OPERATIONS 218 424 9 873

OPERATING REVENUES PER GEOGRAPHICAL SEGMENT 1 JANUARY – 31 DECEMBER, FIGURES IN NOK 1 000

GEOGRAPHICAL SEGMENT:TOTAL OPERATING REVENUES

2013 2012

NORWAY 237 995 238 031

UK 72 281 66 156

EUROPE (EX NORWAY AND UK) 142 329 161 343

USA 43 699 63 370

ASIA 296 753 209 214

AFRICA 9 715 46 737

AUSTRALIA 9 735 13 164

OCEANIA 372 485 3 652

NORTH AMERICA 95 552 38 482

SOUTH AMERICA 3 403 779

OTHER 2 764 5 074

TOTAL 1 286 711 846 002

Operating revenues from external customers are categorised by where the customers are located.

INFORMATION ABOUT MAJOR CUSTOMERSNo single customer represents revenue amounting to 10% or more of the revenue in the shipbroking, offshore broking or finance segments. In the Markets segment, two customers represented more than 10% of the revenues in 2013.


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EXPENSES REGARDING REMUNERATION TO EMPLOYEES AND GROUP MANAGEMENTTOTAL SALARIES AND PAYROLL COSTS 1 JANUARY – 31 DECEMBER, FIGURES IN NOK 1 000

2013 2012

SALARIES 295 023 317 178

PENSION COSTS DEFINED CONTRIBUTION PLANS 9 049 1 876

PENSION COST DEFINED BENEFIT PLANS - 7 075

OTHER PERSONNEL RELATED COSTS 37 532 44 315

TOTAL SALARY AND PAYROLL COSTS 341 604 370 444

BONUS 379 649 181 648

TOTAL SALARY AND PAYROLL COSTS INCLUDING BONUSES 721 253 552 092

NOK 21.3 million related to discounted shares sold to employees has been included in bonus, in 2013.

AVERAGE NUMBER OF FULL-TIME EMPLOYEES EMPLOYED DURING THE FINANCIAL YEAR:

2013 2012

NORWAY 196 185

USA 25 26

AFRICA 2 4

ASIA 44 46

EUROPE (EX NORWAY) 68 63

AUSTRALIA 22 15

SOUTH AMERICA 7 5

TOTAL 364 344

Note


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REMUNERATION TO GROUP MANAGEMENT AND BOARD MEMBERSFIGURES IN NOK 1 000

2013 SALARY BONUSBENEFITS

IN KIND

PENSION COST RECOGNIZED IN

THE PERIODTOTAL

REMUNERATION

GROUP MANAGEMENT

PETER M. ANKER, CEO 974 5 700 379 58 7 111

WILHELM L. HOLST, COO 761 - 169 42 972

RICHARD FULFORD-SMITH, CEO (LONDON) 2 772 4 583 - - 7 355

ERIK HELBERG , CEO MARKETS 7 240 17 26 74 7 357

ERLEND BONDØ, CFO 1 009 875 18 60 1 962

TOTAL REMUNERATION 12 756 11 175 592 234 24 757

2012 SALARY BONUSBENEFITS

IN KIND

PENSION COST RECOGNIZED IN

THE PERIODTOTAL

REMUNERATION

GROUP MANAGEMENT

PETER M. ANKER, CEO 1 151 10 050 37 65 11 303

WILHELM L. HOLST, COO 761 2 830 31 48 3 670

RICHARD FULFORD-SMITH, CEO (LONDON) 2 764 2 931 - - 5 695

CHRISTIAN WESSEL SVENSSON, HEAD OF FINANCE 4 430 50 15 68 4 563

ERLEND BONDØ, CFO 946 1 367 8 52 2 373


Group management receives a bonus based on individual performance and the overall profitability of the Group.

Certain members of the Group management also participate in the defined contribution pension schemes described in Note 17.

The management of the Group has not received any remuneration or other financial benefits from other Group companies other than as shown above. No supplementary payments have been given for special services outside the normal functions for a manager. No loans or guarantees have been provided to members of the senior management team, board members or members of other elected corporate bodies.

The Group CEO is entitled to 3 years’ severance pay.

THE BOARD’S DECLARATION ON REMUNERATION TO THE CEO AND GROUP MANAGEMENTIn accordance with clause §16-6 of the Norwegian Public Companies Act, the Board has prepared a declaration relating to the determination of salary and other remuneration to the CEO and Group management. Salaries and other compensation to the Group management for the two previous financial years are explained above. A summary is given below of the guidelines for determining the salaries and other compensation to the executive management for the coming financial year.

The guidelines will be presented to the shareholders for an advisory vote at the Annual General Meeting (AGM) in May 2014.


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RS Platou ASA is a leading international company that provides ship and offshore broking as well as investment banking services. A fundamental principle is that remuneration and other benefits to Group management and other employees should be competitive so that the Group remains an attractive place to work and is able to attract, develop and retain a highly qualified staff. Remuneration to Group management is based on the same principles as remuneration to other employees.

The compensation to Group management includes both fixed and variable elements. The fixed element consists of a base salary and other remuneration including newspaper subscriptions, mobile telephones, internet services, car allowance and similar benefits provided on an individual basis. The fixed element also includes a mandatory defined contribution pension scheme that covers all employees in the Company. Annual contributions are calculated as 5% of salary from one to six times the base amount (G) determined in the Norwegian Social Security Act and 8% of the salary between six and 12 times the base amount.

The variable elements consist of a bonus scheme and share based incentive programs. All employees in the Group participate in the group wide bonus schemes. The bonus pools are calculated on the basis of the each separate Group company’s earnings, as well as the individual’s performance and achieved results. The allocation is based on operating profit before bonus. The bonus payments, including social security tax, should not exceed 50% of the company’s normalized operating profit before bonus. Each separate company’s Board establishes the total basis for the bonus, the bonus to the CEO and the distribution to each division. The CEO and Group management subsequently decide the bonus for each employee. NOK 380 million has been charged to bonuses for 2013 compared to NOK 182 million to the year 2012.

Group management is covered by the insurance scheme (health and life insurance) that applies to RS Platou ASA.

It is the Board’s view that the senior management salary policy that was reported and explained at the Annual General Meeting in May 2013 has been observed during the year.

In accordance with the Norwegian regulation of 1 December 2010 on Remuneration Schemes and the guidelines hereto from the Norwegian Financial Supervisory Authority, RS Platou Markets AS has adopted a separate Remuneration Policy that is approved by the company’s board of directors. Reference is made to section 12 in the Corporate Governance section for further details on the Remuneration Policy.

REMUNERATION TO BOARD OF THE DIRECTORSThe board members Carl E. Steen, Merete Haugli and Birger Nergaard have each received director’s fees of NOK 100 000 in 2013. In 2012, Marianne Lie, Merete Haugli, Carl E. Steen and Birger Nergaard each received director’s fees of NOK 100 000. The rest of the board members being employees in the Group, have not received director’s fees.


65

OPERATING EXPENSES1 JANUARY – 31 DECEMBER, FIGURES IN NOK 1 000

2013 2012

COMMUNICATION EXPENSES 14 126 15 263

RENT EXPENSES 41 260 38 379

IT EXPENSES 26 265 30 689

TRAVEL, ENTERTAINMENT AND PUBLIC RELATIONS 60 177 55 907

CONSULTANCY FEES 32 420 34 259

BAD DEBTS 9 851 5 754

OTHER OPERATING EXPENSES 42 278 29 800

TOTAL OTHER OPERATING EXPENSES 226 377 210 051

Provisions for bad debts exclude losses from acquired receivables. Losses from acquired receivables are classified as financial expenses (Note 6).

Reference is made to the Directors' report for further analysis of operating expenses.

AUDITOR FEES Remuneration to the auditors is specified below. The numbers include both remuneration to Ernst & Young, auditors that Ernst & Young collaborate with and other auditors of subsidiaries in the Group.

2013STATUTORY

AUDITTAX RELATED

SERVICESOTHER NON-

AUDIT SERVICES TOTAL

THE PARENT COMPANY

ERNST & YOUNG 1 267 184 124 1 575

OTHER COMPANIES IN THE GROUP

ERNST & YOUNG 1 663 142 696 2 501

OTHER AUDITORS 681 229 406 1 316

TOTAL OTHER OPERATING EXPENSES 3 611 555 1 226 5 392

2012STATUTORY

AUDITTAX RELATED

SERVICESOTHER NON-

AUDIT SERVICES TOTAL

THE PARENT COMPANY

ERNST & YOUNG 720 - 473 1 193

OTHER COMPANIES IN THE GROUP

ERNST & YOUNG 1 775 32 504 2 311

OTHER AUDITORS 822 334 515 1 671

TOTAL OTHER OPERATING EXPENSES 3 317 366 1 492 5 175

The above stated fees are net of value added tax.

Note


66

FINANCIAL INCOME AND FINANCIAL EXPENSESFINANCIAL INCOME AND FINANCIAL EXPENSES 1 JANUARY – 31 DECEMBER, FIGURES IN NOK 1 000

FINANCIAL INCOME 2013 2012

GAIN ON SALE OF SHARES 1 337 1 245

INTEREST INCOME 4 874 2 579

OTHER FINANCIAL INCOME 20 626 4 092

TOTAL FINANCIAL INCOME 26 837 7 916

FINANCIAL EXPENSES 2013 2012

SHARE OF LOSS FROM INVESTMENTS -91 -3 143

INTEREST EXPENSES -14 709 -15 455

OTHER FINANCIAL EXPENSES -10 665 -22 478

LOSSES FROM ACQUIRED RECEIVABLES -5 814 -6 259

TOTAL FINANCIAL EXPENSES -31 279 -47 335

NET FINANCIAL ITEMS -4 442 -39 419

Note


67

INCOME TAXINCOME TAX EXPENSE 1 JANUARY – 31 DECEMBER, FIGURES IN NOK 1 000

2013 2012

CURRENT TAX PAYABLE IN NORWAY 49 647 8 686

CURRENT TAX PAYABLE OUTSIDE NORWAY 25 314 10 631

CHANGES IN DEFERRED TAX IN NORWAY 20 039 -4 919

CHANGES IN DEFERRED TAX OUTSIDE NORWAY 1 051 298

CURRENCY DIFFERENCES -66 -

INCOME TAX EXPENSE 95 985 14 696

TAX PAYABLE 66 310 18 307

CORRECTION OF PREVIOUS YEARS CURRENT INCOME TAXES OUTSIDE NORWAY 588 -5 720

TOTAL TAX PAYABLE 66 898 12 587

RECONCILIATION FROM NOMINAL TO EFFECTIVE TAX RATE, FIGURES IN NOK 1 000

2013 2012


EXPECTED TAX EXPENSES BASED ON INCOME TAX RATES IN NORWAY (28%) 88 035 6 582

ADJUSTMENT IN RESPECT OF CURRENT INCOME TAX OF PREVIOUS YEARS -231 10

TAX RATE OUTSIDE NORWAY OTHER THAN 28% 4 324 5 660

NON-TAXABLE INCOME -865 -1 223

NON DEDUCTIBLE EXPENSES 7 731 3 688

NON-TAXABLE GAINS/LOSSES ON SALES OF SHARES 1 209 251

DEFERRED TAX ASSETS NOT RECOGNISED CURRENT YEAR 2 110 -13

CHANGE IN PREVIOUS YEARS' VALUATION ALLOWANCES -1 151 -

IMPAIRMENT OF GOODWILL THAT IS NOT TAX DEDUCTIBLE - 303

OTHER -5 177 -562


EFFECTIVE TAX RATE 30.5% 59.8%

Note


68

DEFERRED TAX, FIGURES IN NOK 1 000

2013 2012

INTANGIBLE ASSETS 888 -201

TANGIBLE FIXED ASSETS -1 922 -1 484

PENSIONS 3 046 3 359

TOTAL NON-CURRENT ASSETS AND LIABILITIES 2 012 1 674

CURRENT ASSETS -1 593 -

LIABILITIES 716 -

TRADE RECEIVABLES -682 460

OTHER CURRENT ITEMS 2 185 -166

TOTAL CURRENT ASSETS AND LIABILITIES 626 294

TAX LOSSES CARRIED FORWARD 1 929 26 705

OF WHICH ASSETS NOT RECOGNISED (VALUE ALLOWANCE) -3 -3 685

NET RECOGNISED DEFERRED TAX ASSETS 4 564 24 988

TAX LOSS CARRIED FORWARD, WHICH EXPIRES AS FOLLOWS (GROSS AMOUNTS), FIGURES IN NOK 1 000

2013 2012

2019 OR LATER 1 924 4 475

NO DUE DATE 5 22 230


RECONCILIATION OF NET DEFERRED TAX ASSETS, FIGURES IN NOK 1 000

2013 2012

AS OF 1 JANUARY 24 988 16 930

RECOGNISED IN INCOME STATEMENT -21 091 7 921

TRANSLATION DIFFERENCES 667 137

AS OF 31 DECEMBER 4 564 24 988

The utilisation period for the tax loss carry forward is indefinite, however, it is expected that it will be utilised within three to six years.

There are no other deferred tax assets that are not taken into account in the Group’s tax calculation.

Distribution of dividends to the Company’s shareholders does not affect the Company’s income tax payable or deferred tax.


69

EARNINGS PER SHAREThe basic earnings per share is calculated by dividing profit or loss attributable to the equity holders of RS Platou ASA of NOK 174 million compared to NOK 4 million for the year of 2012, by the weighted average number of outstanding ordinary shares of 46 143 674 through the fiscal year of 2013 compared to 41 302 766 shares in 2012.

Basic earnings per share is equivalent to diluted earnings per share.

OVERVIEW OF EARNINGS PER SHARE, FIGURES IN NOK 1 000

2013 2012

PROFIT FOR THE YEAR FROM CONTINUING OPERATIONS 174 322 3 779

LOSS FROM DISCONTINUED OPERATIONS - -

PROFIT FOR THE YEAR DUE TO THE HOLDERS OF ORDINARY SHARES 174 322 3 779

DILUTED PROFIT 2013 2012

PROFIT FOR THE YEAR DUE TO THE HOLDERS OF ORDINARY SHARES 174 322 3 779

DILUTED PROFIT FOR THE YEAR DUE TO THE HOLDERS OF SHARES IN THE PARENT COMPANY 174 322 3 779

2013 2012

AVERAGE NUMBER OF OUTSTANDING SHARES 46 143 674 41 302 766

EFFECT OF POTENTIAL DILUTION, ORDINARY SHARES - -

AVERAGE NUMBER OF OUTSTANDING SHARES 46 143 674 41 302 766

EARNINGS PER SHARE 2013 2012

CONTINUING OPERATIONS

- ORDINARY 3.78 0.08

- DILUTED 3.78 0.08

Note


70

PROPERTY, PLANT AND EQUIPMENTTHE FOLLOWING TABLE PROVIDES AN OVERVIEW OF PROPERTY, PLANT AND EQUIPMENT, FIGURES IN NOK 1 000

COST OR VALUATION PROPERTY

EQUIPMENT AND

VEHICLES TOTAL

AT 1 JANUARY 2012 16 910 90 536 107 446

ADDITIONS 3 537 16 282 19 819

DISPOSALS - -5 423 -5 423

COMPANIES ACQUIRED - - -

EXCHANGE RATE DIFFERENCES -368 -1 049 -1 417

AT 31 DECEMBER 2012 20 079 100 346 120 425

ADDITIONS 314 10 270 10 584

DISPOSALS - -2 200 -2 200

COMPANIES ACQUIRED - 444 444

EXCHANGE RATE DIFFERENCES 1 962 129 2 091

AT 31 DECEMBER 2013 22 355 108 989 131 344

DEPRECIATION AND IMPAIRMENT

AT 1 JANUARY 2012 853 37 421 38 274

DEPRECIATION FOR THE YEAR 470 17 895 18 365

DEPRECIATION RELATED TO DISPOSALS - -4 447 -4 447

EXCHANGE RATE DIFFERENCES -22 -393 -415

AT 31 DECEMBER 2012 1 301 50 476 51 777

DEPRECIATION FOR THE YEAR 1 332 17 583 18 915

DEPRECIATION RELATED TO DISPOSALS - -2 174 -2 174

EXCHANGE RATE DIFFERENCES 149 256 405

AT 31 DECEMBER 2013 2 782 66 141 68 923

NET BOOK VALUE

AT 31 DECEMBER 2013 19 573 42 848 62 421

AT 31 DECEMBER 2012 18 778 49 870 68 648

The Group uses a straight line depreciation method for all tangible fixed assets subject to depreciation.YEARS

USEFUL ECONOMIC LIFE

EQUIPMENT AND VEHICLES 3–7

The Group has not entered into any material agreements to acquire new assets as of 31 December 2013.

Note


71

INTANGIBLE ASSETS INTANGIBLE ASSETS AT 31 DECEMBER, FIGURES IN NOK 1 000

2013 2012

INTANGIBLE ASSETS

GOOD-WILL TOTAL

INTANGIBLE ASSETS

GOOD-WILL TOTAL

COST AS OF 1 JANUARY 16 909 145 032 161 941 11 588 144 239 155 827

ADDITIONS 857 5 703 6 560 5 334 3 354 8 688

DISPOSALS / REVERSAL -13 969 -2 061 -16 030 - 582 582

EXCHANGE RATE DIFFERENCES 333 13 822 14 155 -13 -3 143 -3 156

COST AS OF 31 DECEMBER 4 130 162 496 166 626 16 909 145 032 161 941

ACCUMULATED IMPAIRMENTS AS OF 1 JANUARY - 2 294 2 294 - 2 294 2 294

IMPAIRMENTS FOR THE YEAR BASED ON IMPAIRMENT TEST - - - - - -

ACCUMULATED IMPAIRMENTS AS OF 31 DECEMBER - 2 294

2 294 -

2 294 2 294

ACCUMULATED AMORTIZATION AS OF 1 JANUARY 12 628 - 12 628 11 122 - 11 122

AMORTIZATION FOR THE YEAR 1 315 - 1 315 1 506 - 1 506

AMORTIZATION RELATED TO DISPOSAL -13 035 - -13 035 - - -

TRANSLATION DIFFERENCES 76 - 76 - - -

ACCUMULATED AMORTIZATION AS OF 31 DECEMBER 984 - 984 12 628 - 12 628

NET BOOK VALUE 3 146 160 202 163 348 4 281 142 738 147 019

Note


72

GOODWILL PER ACQUISITION / CASH-GENERATING UNIT, FIGURES IN NOK 1 000

ACQUISITION COST IMPAIRMENTS

ADDITIONS / DISPOSALS

TRANSLATION DIFFERENCES

NET BOOK VALUE 31.12

LONE STAR, R.S. PLATOU INC. 4 192 -1 208 - - 2 984

RS PLATOU OFFSHORE AS 1 086 -1 086 - - -

RS PLATOU (ASIA) PTE LTD. 27 861 - - 8 057 35 918

THE STEWART GROUP LTD 117 241 - - -4 109 113 132

RS PLATOU MARKETS AS 1 172 - - - 1 172

RS PLATOU FUND MANAGEMENT AS 2 061 - -2 061 - -

MANFIN CONSULT AS 1 293 - - - 1 293

CHRISTIANIA SHIPBROKERS AS - - 5 703 - 5 703

TOTAL 154 906 -2 294 3 642 3 948 160 202

Goodwill is tested for impairment annually. Goodwill is allocated to cash-generating units based on acquisitions within different geographical areas with different market conditions.

The carrying amount of goodwill is allocated to the various cash-generating units (CGU) as shown in the table above.

The recoverable amount of a CGU is based on the CGU’s estimated value in use. The value in use is calculated on the basis of discounted expected future cash flows before tax. The applied discount rate is calculated on a before tax basis, taking into account risks specific to the cash flows.

2013 2012

LONE STAR, R.S. PLATOU INC. 15.34% 13.71%

RS PLATOU (ASIA) PTE LTD 10.30% 9.40%

THE STEWART GROUP LTD 12.54% 11.61%

RS PLATOU MARKETS AS 15.90% 15.90%


73

The capital asset capital pricing model (CAPM) is applied when calculating the Weighted Avergage Cost of Capital (WACC). The WACC for each CGU and the assumptions for value in use estimates are disclosed in the table below.

CGU LONE STAR RS PLATOU INC

RS PLATOU (ASIA) PTE LTD.

THE STEWART GROUP LTD.

RS PLATOU MARKETS AS

MAIN INPUT TO IMPAIRMENT TEST

Board approved 2014

budget with slight

reduction in revenues

and significant cost

reduction from 2013.

Board approved 2014

budget with higher

revenues than 2013

driven by increased

business volumes and

improved forward book.

Lower cost base.

Board approved 2013

budget, with slightly

lower revenues than in

2012. Same cost base.

Valuation by independent

external third party.

FUTURE BUDGET ASSUMPTIONS

2% increase in revenues

from 2014 - 2017.

2% increase in OpEx.

No terminal growth.


from 2014 - 2017. Same

cost base. No terminal

growth.


from 2014 - 2017. Stable

cost base after recent

growth. No terminal

growth.

0.1% to 3.7% increase

in revenues from 2013

- 2016. 2.5% increase

in OpEx. 2% terminal

growth.

WACC (PRE TAX) 15.34% 10.30% 12.54%

15.9% (18.45% ON

TERMINAL VALUE)

CONDITIONS INFLUENCING WACC

Primarily US related

activities. Volatile

tanker markets. Budgets

prepared in USD. Risk

free rate based on 10

year US T-bill rate. Beta

higher than Norwegian

activities.

Global activities with over

weight of activities in

Far East. Only offshore

exposure. Strong forward

book. Budgets prepared

in SGD. Risk free

rate based on 10 year

government bonds.

Primarily global offshore

related exposure with

high fixing activity steady

cash flows. Budgets

prepared in GBP. Risk

free rate based on

10 year government

bonds.

Less income visibility

than other CGUs. Main

exposure towards volatile

global equity markets.

High revenue volatility.

Risk free rate based

on 10 year government

bonds.


74

ACCOUNTS RECEIVABLEACCOUNTS RECEIVABLE AS OF 31 DECEMBER, FIGURES IN NOK 1 000

2013 2012

TRADE RECEIVABLES 254 920 245 510

PROVISION -21 890 -19 420

OTHER RECEIVABLES 3 248 2

TRADE RECEIVABLES/FINANCIAL INSTRUMENTS 236 278 226 092

The allowance for impairment of accounts receivable for 2013 was set at NOK 22 million compared to NOK 19 million in the year 2012. Losses on trade receivables are classified as other operating expenses in the income statement. Losses from acquired receivables are classified as financial expenses.

THE MOVEMENT IN THE ALLOWANCE FOR IMPAIRMENT LOSS IS AS FOLLOWS:

2013 2012

OPENING BALANCE 19 420 48 559

PROVISION FOR BAD DEBT DURING THE YEAR (NOTE 5 AND 6) 11 632 12 013

BAD DEBTS RECOGNISED IN THE YEAR -3 268 -17 772

REVERSAL OF PREVIOUS PROVISION -5 084 -22 879

EXCHANGE RATE DIFFERENCES -810 -501

TRADE RECEIVABLES / FINANCIAL INSTRUMENTS 21 890 19 420

Credit risk and currency risk regarding trade receivables are further described in Note 18. As at 31 December, the Group had the following trade receivables specified by maturity:

FIGURES IN NOK 1 000

TOTAL NOT DUE <30 D 30–60D 60-90D >90D

2013 236 278 123 758 53 126 16 250 7 833 35 311

2012 226 092 114 168 42 783 12 194 9 159 47 789

OTHER SHORT-TERM RECEIVABLESFIGURES IN NOK 1 000

2013 2012

SIGN-ON FEES - 9 247

EMPLOYEE LOANS 3 225 3 345

SHAREHOLDERS LOAN 330 -

PREPAID EXPENSES 9 598 9 014

DEPOSITS 1 529 1 911

ACCRUED, NON-INVOICED REVENUES 24 123 4 512

OTHER 18 030 8 414

TOTAL 56 835 36 443

Note

Note


75

FINANCIAL INVESTMENTSBOOK VALUES, FIGURES IN NOK 1 000

2013 2012

AVAILABLE-FOR-SALE 100 766 7 547

SHARES HELD FOR TRADING PURPOSES 1 596 4 879

TOTAL 102 362 12 426

The book value is equal to fair value.

AVAILABLE-FOR-SALE INVESTMENTS

2013 LEVEL 1 LEVEL 2 LEVEL 3 TOTAL

INVESTMENTS WITH LESS THAN 10% SHAREHOLDING

NORSKE STATSSERTIFIKATER 74 790 - - 74 790

DHT HOLDINGS INC 19 349 - - 19 349

SINGAPORE SUPPLY DIS - - 3 590 3 590

INDUSTRIAL SHIPPING DIS - - 2 192 2 192

NORTH ATLANTIC DRILLING - - 760 760

OTHER - - 84 84

TOTAL 94 139 - 6 626 100 765

2012 LEVEL 1 LEVEL 2 LEVEL 3 TOTAL


SINGAPORE SUPPLY DIS - - 3 590 3 590

INDUSTRIAL SHIPPING DIS - - 2 192 2 192

MOSVOLD DRILLING PLC - - 1 765 1 765

TOTAL - - 7 547 7 547

SHARES HELD FOR TRADING – MARKET VALUE, FIGURES IN NOK 1 000

2013 2012

LEVEL 1 LEVEL 2 LEVEL 3 TOTAL LEVEL 1 LEVEL 2 LEVEL 3 TOTAL

3.0% SHARE IN VOLSTAD DIS II 4 760 4 760

BANK OF CYPRUS - - - 1 564 - - - -

OTHER - - - 32 119 - - 119

TOTAL - - 1 596 1 596 119 - 4 760 4 879

COST PRICE, FIGURES IN NOK 1 000

2013 2012

LEVEL 1 LEVEL 2 LEVEL 3 TOTAL LEVEL 1 LEVEL 2 LEVEL 3 TOTAL

3.0% SHARE IN VOLSTAD DIS II 5 576 5 576

BANK OF CYPRUS - - 1 923 1 923 - - - -

OTHER - - 32 32 533 - - 533

TOTAL - - 1 955 1 955 533 - 5 576 6 109

SENSITIVITY, EFFECTS IN NOK 1 000

CHANGE IN SHARE PRICE EFFECT ON PROFIT BEFORE TAX EFFECT ON EQUITY

2013 5% 80 58

-5% -80 -58

2012 5% 244 178

-5% -244 -178

Note


76

CASH AND CASH EQUIVALENTSFIGURES IN NOK 1 000

2013 2012

CASH AT HAND 20 27

BANK DEPOSITS 420 571 186 930

SHORT-TERM DEPOSITS 43 682 -

TOTAL CASH AND CASH EQUIVALENTS RECOGNIZED IN THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION

464 273

186 957

BANK OVERDRAFT -177 671 -111 092

TOTAL CASH AND CASH EQUIVALENTS RECOGNIZED IN THE CONSOLIDATED STATEMENT OF CASH FLOW 286 602 75 865

Total cash and cash equivalents include restricted funds related to employee tax of NOK 15 million.

RS Platou ASA has one multicurrency overdraft facility of NOK 220 million. At 31 December 2013, NOK 178 million had been drawn compared to NOK 111 million as at 31 December 2012. A factoring agreement has been entered into whereby RS Platou ASA’s current and future receivables, bank deposits and shares in significant subsidiaries are pledged for the overdraft facility. There are no restrictions on the use of these funds.

RS Platou Markets AS had undrawn overdraft facilities of NOK 100 million at 31 December 2013 for unrestricted use. In 2012, RS Platou Markets AS had an undrawn overdraft facility of NOK 60 million for unresticted use and one overdraft facility of NOK 40 million to be used only for settlement purposes. Client receivables, bank deposits, VPS accounts and fixed assets are pledged as security for the above facilities.

SHARE CAPITAL, SHAREHOLDERS AND DIVIDENDFIGURES IN NOK 1 000

The Company has one class of shares with a nominal value of NOK 0.25. Each outstanding share have one vote and are equal in all respects.

TOTAL SHARES (1 000) FAIR VALUE BOOK VALUE

SHARES AS OF 1 JANUARY 2012 41 328 10 332 10 332

SHARE ISSUE DURING 2012 1 527 382 382

SHARES 31 DECEMBER 2012 42 855 10 714 10 714

SHARE ISSUE DURING 2013 4 671 1 168 1 168

SHARES 31 DECEMBER 2013 47 526 11 882 11 882

TREASURY SHARES OWNED BY RS PLATOU ASA 919 230 230

The total number of shares in RS Platou ASA at 31 December 2013 was 47 526 116 giving total paid in equity capital of NOK 11 881 529. Reference is also made to Note 2 and 4 regarding transactions in treasury shares.

In March 2012, the Board resolved to issue up to 1.7 million new shares directed towards employees of the Group. The subscription price was set at NOK 10 per share. The share issue was completed in May, and a total of 1 527 285 new shares were subscribed for. The subscription price represented a discount to fair market value (further details are disclosed in Note 4).

Note

Note


77

MOVEMENT IN THE OWNERSHIP OF OWN SHARES

TREASURY SHARESNUMBER

(1 000) TREASURY

SHARESOTHER PAID-

IN EQUITYOTHER EQUITY

TOTAL COM-PENSATION

TREASURY SHARES AS OF 1 JANUARY 2012 380 -95 17 950 -6 238 11 616

ADDITIONS / DISPOSALS 1 560 -390 -6 327 -24 327 -31 044

TREASURY SHARES AS OF 31 DECEMBER 2012 1 940 -485 11 623 -30 565 -19 428

ADDITIONS / DISPOSALS -1 021 255 3 262 -15 830 -12 313

TREASURY SHARES AS OF 31 DECEMBER 2013 919 -230 14 885 -46 395 -31 741

The shares were acquired as a result of departing employees.

SHAREHOLDERS AS OF 31 DECEMBER 2013

SHARES SHAREHOLDING VOTING RIGHTS

RS PLATOU HOLDING AS 10 944 000 23.0% 23.0%

LANGEBRU AS 2 472 334 5.2% 5.2%

RICHARD FULFORD-SMITH 2 376 307 5.0% 5.0%

MEDVODE AS 1 685 893 3.5% 3.5%

WLH INVEST AS 1 634 392 3.4% 3.4%

IFG HOLDING AS 1 350 000 2.8% 2.8%

CARMAG AS 1 301 893 2.7% 2.7%

CLUPEA AS 1 167 500 2.5% 2.5%

JVT AS 1 099 992 2.3% 2.3%

NORFOLK AS 1 016 195 2.1% 2.1%

MOMENTUM INVESTOR AS 1 000 005 2.1% 2.1%

ACANE AS 1 000 001 2.1% 2.1%

RS PLATOU ASA 919 430 1.9% 1.9%

FARØY INVEST AS 752 000 1.6% 1.6%

MAXIMUS INVEST AS 714 464 1.5% 1.5%

OTHERS 18 091 710 38.1% 38.1%

SHAREHOLDERS AS OF 31 DECEMBER 2013 47 526 116 100% 100.0%

All shareholders listed in the above table are employees or close associates to employees or board members of the Company or its subsidiaries, except shares owned by RS Platou Holding AS.


78

SHARES OWNED DIRECTLY OR BY CLOSE ASSOCIATES TO THE GROUP MANAGEMENT AND BOARD MEMBERS

31.12.2013 31.12.2012

GROUP MANAGEMENT

PETER M. ANKER, CEO 2 472 334 2 472 334

WILHELM L. HOLST, COO 1 634 392 1 859 392

RICHARD FULFORD-SMITH, CEO (LONDON) 2 376 307 2 034 392

ERIK HELBERG, CEO RS PLATOU MARKETS AS 714 464 85 000

ERLEND BONDØ, CFO 91 667 91 667

THE BOARD OF DIRECTORS

RAGNAR HORN, CHAIRMAN OF THE BOARD 4 815 360 4 815 360

MARIANNE AAMODT 711 227 711 227

GUSTAVE BRUN-LIE 1 685 893 1 985 893

HILDE NEERGAARD 157 366 -

CARL-ERIK STEEN 100 000 100 000

BIRGER NERGAARD 1 000 001 1 000 001

TOTAL 15 759 011 15 155 266

PROPOSED DIVIDEND FOR APPROVAL BY THE GENERAL MEETINGThe Board will propose an ordinary dividend for 2013 of NOK 3 per share to the AGM of RS Platou ASA.

In 2012, a dividend of NOK 2 per share was declared by the AGM and paid to the shareholders of RS Platou ASA.


79

LONG-TERM INTEREST-BEARING LIABILITIESBOOK VALUE, FIGURES IN NOK 1 000

EFFECTIVE INTEREST RATE MATURITY 2013 2012

BANK LOAN 4.86% 2015 87 239 109 046

BANK LOAN 2.50% 2014 248 883

TOTAL SECURED LONG-TERM LIABILITIES 87 487 109 929

FIRST YEAR REPAYMENT OF LONG TERM LIABILITIES 22 121 22 532

TOTAL LONG-TERM LIABILITIES EXCLUDING FIRSTYEAR`S REPAYMENT 65 366 87 397

The effective interest rate is calculated as a weighted average. See Note 18 for a description of interest rate risk.

According to loan covenants, the Group’s total bank loans cannot exceed 2.5 times operating profit after bonus and the Group must have total equity in excess of NOK 220 million. Certain specified circumstances related to defined non-recurring costs may alter these covenants in favour of the Group. As of 31 December 2013, the Group is in compliance with those covenants.

BANK LOANS ARE MAINLY SECURED BY THE GROUP’S TRADE RECEIVABLES AND PARTLY WITH REAL ESTATE:

31.12.2013 31.12.2012


INVESTMENT IN SUBSIDIARIES 405 851 333 573

PROPERTY 3 000 3 000

For the majority of the bank loans, instalments are made twice a year based on a 7 year down payment schedule with equal instalments.

The bank loans are recorded at amortised cost using the effective interest rate method.

Note


80

PENSIONSIn Norway, all companies are required to have an occupational pension scheme in accordance with the Norwegian Act on Mandatory Occupational Pensions.

DEFINED CONTRIBUTION PLANSIn December 2011, the parent company and the Norwegian subsidiaries ended the previous defined benefit plans and established a defined contribution plan which includes all employees in Norway that satisfy the requirements of the Norwegian Act on Mandatory Occupational Pensions.

The companies have a commitment to pay a yearly contribution for each employee of 5% of salary up to six times the base amount (G) and 8% of salary between six and 12 times the base amount. In addition, the Company has set up a disability insurance arrangement (70% of salary up to 12 times the base amount).

The contributions to the defined contribution scheme are expensed as they are incurred.

In the accounting period, the costs related to the defined contribution scheme amounted to NOK 5.5 million in Norway.

DEFINED BENEFIT PLANSOne Group company in the UK operates a defined benefit scheme that was closed to new members in 2006.

OVERVIEW OF PENSION OBLIGATION AT 31 DECEMBER, FIGURES IN NOK 1 000

2013 2012

PRESENT VALUE OF NON-GUARANTEED PENSION LIABILITY INCLUDING EMPLOYER'S NATIONAL

INSURANCE CONTRIBUTIONS 104 149 88 607

NET PENSION LIABILITY INCLUDING EMPLOYER'S NATIONAL INSURANCE CONTRIBUTIONS 104 149 88 607

FAIR VALUE OF PENSION ASSETS 90 889 75 928

NET PENSION LIABILITY INCLUDING EMPLOYER'S NATIONAL INSURANCE CONTRIBUTIONS 13 260 12 679

NET NON-RECOGNISED ACTUARIAL PROFIT/ (LOSS) - -

TOTAL PENSION LIABILITY 13 260 12 679

THE MAJOR CATEGORIES OF PLAN ASSETS FOR THE SECURED SCHEME IN THE UK AT 31 DECEMBER, FIGURES IN NOK 1 000

2013 2012

SHARES 27.8% 30.5%

BONDS 70.8% 57.5%

LOANS 0.0% 12.0%

OTHER 1.4% 0.0%

100.0% 100.0%

Note


81

MOVEMENTS IN GROSS PENSION OBLIGATIONS DURING THE YEAR, FIGURES IN NOK 1 000

2013 2012

GROSS PENSION LIABILITY AS OF 1 JANUARY 88 607 85 936

PAID DURING THE YEAR -2 966 -2 660

SERVICE AND INTEREST EXPENSE 4 383 4 121

ACTUARIAL (PROFIT) LOSS (SEE BELOW) 3 951 3 481


GROSS PENSION LIABILITY 31 DECEMBER 104 149 88 607

MOVEMENTS IN THE PRESENT VALUE OF PLAN ASSETS DURING THE YEAR, FIGURES IN NOK 1 000

2013 2012

FAIR VALUE OF ASSETS AS OF 1 JANUARY 75 929 69 994

EMPLOYER'S CONTRIBUTION 4 343 3 896

SERVICE AND INTEREST EXPENSE -2 966 -2 660

EXPECTED YIELD ON PENSION ASSETS 3 840 3 436

ACTUARIAL (LOSS) PROFIT 1 025 3 111


GROSS PENSION ASSETS AS OF 31 DECEMBER 90 889 75 929

NET PENSION EXPENSE HAS BEEN CALCULATED AS FOLLOWS, FIGURES IN NOK 1 000

2013 2012

PRESENT VALUE OF PENSION ENTITLEMENTS 4 383 4 121

CLOSED SCHEMES -3 840 -3 436

NET PENSION COST RECOGNIZED IN THE INCOME STATEMENT IN THE PERIOD 543 685

COST OF NON-GUARANTEED SCHEME PREVIOUSLY RECOGNIZED IN THE INCOME STATEMENT - -

NET PENSION COST 543 685

Net pension expense is recognised in profit or loss statement as part of the total salary and payroll costs.

PRINCIPAL ASSUMPTIONS USED FOR THE ACTUARIAL VALUATIONS WERE AS FOLLOWS FOR THE SECURED SCHEME IN THE UK, FIGURES IN NOK 1 000

2013 2012

DISCOUNT INTEREST RATE 4.4% 4.5%

EXPECTED YIELD ON PENSION ASSETS 4.1% 4.1%

RATE OF INTEREST OF PENSION IN PAYMENT 5.0% 5.0%

RATE OF INTEREST OF DEFERRED PENSIONS 2.6% 2.9%

The defined benefit pension plan in UK requires contributions to be made to a separately administered fund.

As of 1 January 2013, the Group applied IAS 19 Employee Benefits (June 2011) ("IAS 19R") and changed the basis for calculating the pension liability and costs. The Group previously used the corridor approach when recognising unamortised changes in accounting estimates. The corridor approach is no longer accepted and all changes in accounting estimates shall be recognised


82

in other comprehensive income in accordance with IAS 19R. IAS 19R has been applied retrospectively and the comparative figures have been changed.

The corridor which amounted to negative NOK 13.7 million as of 1 January 2012, has been reset to zero. The pension liability increased correspondingly as of 1 January 2012, to NOK 15.9 million, while the equity decreased with NOK 9.3 million. Pension costs in 2012 has been decreased with NOK 1.2 million to NOK 0.6 million while the changes in accounting estimates of NOK 0.2 million was recognised through other comprehensive income. The pension net liability as of 31 January 2012, increased to NOK 12.7 million.

MOVEMENTS IN NET PENSION LIABILITY DURING THE YEAR

2013 2012

NET PENSION AS OF LIABILITY OF 1 JANUARY 12 679 15 941

NET PENSION COST RECOGNISED IN THE INCOME STATEMENT IN THE PERIOD 543 685

EMPLOYER'S CONTRIBUTION -4 343 -3 896

RE-MEASUREMENT GAIN/LOSSES IN OTHER COMPREHENSIVE INCOME 2 926 236

EXCHANGE RATE DIFFERENCE 1 455 -287

NET PENSION LIABILITY OF 31 DESEMBER 13 260 12 679

FINANCIAL INSTRUMENTSFINANCIAL RISKThe Group uses financial instruments such as bank loans to obtain capital for investments that are necessary for the Group’s operations.

Furthermore, the Group has financial instruments such as inter alia accounts receivables and accounts payables which are directly related to the day-to-day operations of the Group. For hedging purposes, the Group may use financial derivatives.The Group does not use financial instruments, including financial derivatives, for trading purposes.

The most important financial risks facing the Group relate to liquidity risk, currency risk and credit risk. In addition, the Group is exposed interest rate risk.

CREDIT RISKThe Group is exposed to credit risk mainly from accounts receivable and other short-term receivables. The Group reduces its exposure to credit risk by requiring that all counterparts requiring credit from the Group, e.g. customers, must be approved and be subject to a credit check.

The Group has no significant credit risk linked to an individual counterpart or group of counterparties that may be assessed as a group due to similarities in credit risk.

The Group has guidelines for ensuring that sales are made only to customers with no previous material payment problems and that the amounts outstanding do not exceed determined credit limits.

The Group has guaranteed an overdraft facility limited to NOK 2.5 million held by a third party.

Maximum risk exposure is reflected in the financial statements as the carrying amount of financial assets. The Group considers its maximum risk exposure to be the carrying amount of trade receivables and other current assets.

Note


83

THE MAXIMUM EXPOSURE OF CREDIT RISK ON THE BALANCE SHEET DATE, FIGURES IN NOK 1 000

2013 2012

TRADE AND OTHER RECEIVABLES 236 278 226 092

TOTAL 236 278 226 092

MAXIMUM CREDIT RISK FOR FINANCIAL INSTRUMENTS ATTRIBUTABLE TO GEOGRAPHICAL SEGMENTS AT THE BALANCE DATE, FIGURES IN NOK 1 000

2013 2012

NORWAY 73 252 90 444

USA 36 641 27 882

UNITED KINGDOM 12 694 36 528


ASIA 53 815 43 616

AFRICA 5 895 1 293

OTHER 8 529 9 089

TOTAL 236 278 226 092

INTEREST RATE RISKThe Group is exposed to interest rate risk through its financing activities. The interest-bearing debt have floating interest rates, hence the Group is affected by changes in the level of interest rates.


2013 CHANGE IN INTEREST RATE EFFECT ON PROFIT BEFORE TAX EFFECT ON EQUITY

+100 875 630

-100 -875 -630

2012 CHANGE IN INTEREST RATE EFFECT ON PROFIT BEFORE TAX EFFECT ON EQUITY

+100 1 090 785

-100 -1 090 -785


84

LIQUIDITY RISK Liquidity risk is the risk that the Group is not able to service its financial liabilities as they fall due. The Group’s strategy for handling liquidity risk is to have sufficient funds available at all times to meet the Group’s financial obligations as they fall due, under both normal and extraordinary circumstances, without risking unacceptable losses or at the expense of the Group’s reputation. The following table shows the contractual maturity of the Group’s financial liabilities at the balance sheet date, based on undiscounted cash flows.


2013 RESIDUAL TERM

AMOUNTS INCLUDING INTERESTSWITHIN 6 MONTHS

6-12 MONTHS

1-2 YEARS

2-5 YEARS

MORE THAN 5 YEARS TOTAL

ACCOUNTS RECEIVABLE 236 278 - - - - 236 278

OTHER CURRENT RECEIVABLES 42 728 14 107 - - - 56 835

OTHER NON-CURRENT RECEIVABLES - - 55 640 - - 55 640

TOTAL 279 006 14 107 55 640 - - 348 753

2013 RESIDUAL TERM

FINANCIAL OBLIGATIONS (NON-DERIVATIVES) WITHIN 6 MONTHS

6-12 MONTHS

1-2 YEARS

2-5 YEARS


LOANS 11 061 11 061 26 142 43 245 - 91 508

BANK OVERDRAFT - 177 671 - - - 177 671

ACCOUNTS PAYABLES AND OTHER LIABILITIES 486 083 - - - - 486 083

SOCIAL AND CORPORATE TAXES 66 898 - - - - 66 898

TOTAL 564 042 188 732 26 142 43 245 - 822 160

2012 RESIDUAL TERM

AMOUNTS INCLUDING INTERESTSWITHIN 6 MONTHS

6-12 MONTHS

1-2 YEARS

2-5 YEARS


ACCOUNTS RECEIVABLE 226 092 - - - - 226 092

OTHER CURRENT RECEIVABLES 32 344 4 099 - - - 36 443

OTHER NON-CURRENT RECEIVABLES - - 46 444 - - 46 444

TOTAL 258 436 4 099 46 444 - - 308 979

2012 RESIDUAL TERM

FINANCIAL OBLIGATIONS (NON-DERIVATIVES)WITHIN 6 MONTHS

6-12 MONTHS

1-2 YEARS

2-5 YEARS


LOANS 11 266 11 266 23 415 70 325 - 116 272

BANK OVERDRAFT - 111 092 - - - 111 092

ACCOUNTS PAYABLES AND OTHER LIABILITIES 336 099 - - - - 336 099

SOCIAL AND CORPORATE TAXES 12 587 - - - - 12 587

TOTAL 359 952 122 358 23 415 70 325 - 576 050


85

CURRENCY RISK The Group is exposed to currency exchange rate fluctuations linked to the value of NOK relative to other currencies because of operations in several countries with different functional currencies. The recognised amount of the Group’s net investments in foreign enterprises fluctuates with changes in Norwegian kroner compared to relevant currencies. The Group’s profit or loss after tax is also affected by changes in exchange rates since the financial statements of the foreign companies are translated into Norwegian kroner before inclusion in the consolidated financial statements, using average exchange rates for the period. Fluctuations in exchange rates may affect both the consolidated statement of comprehensive income and the consolidated statement of financial position.

In terms of revenues, the main exposure is with USD, however, the Group also has income in NOK, EUR and GBP amongst other currencies. The largest expenses are in NOK, however the Group also has significant expenses in GBP, USD, SGD, BRL and AUD. The Group may decide to use foreign currency swaps or forward exchange contracts to hedge its future exchange rate exposure. Currency risk is calculated for each foreign currency and takes into account assets and liabilities, non-capitalised obligations and highly likely purchases and sales in the currency in question. At 31 December 2013, the Group had not entered into material currency contracts linked to future sales.

THE SIGNIFICANT EXCHANGE RATES APPLIED DURING THE YEAR ARE AS FOLLOWS:

AVERAGE RATE SPOT RATE

2013 2012 2013 2012

USD 1 5.8735 5.8157 6.0837 5.5825

SGD 1 4.3693 4.6528 4.8538 4.5606

BRL 1 2.7247 2.9859 2.6317 2.7245

GBP 1 9.1895 9.2137 10.0530 9.0176

CHF 1 6.3382 6.2013 6.9011 6.1082

EUR 1 7.8028 7.4765 8.3825 7.3789

The table below shows the effect of a reasonable and possible change in exchange rates to which the Group is exposed, given that all other variables remain constant. The changes are related to accounts reported by subsidiaries' impacting the Group accounts.


CHANGE IN CURRENCY RATE EFFECT ON PROFIT BEFORE TAX EFFECT ON EQUITY

2013 USD + 5% -279 724

USD - 5% 279 -724

2013 SGD + 5% 1 460 4 466

SGD - 5% -1 460 -4 466

2013 CHF + 5% -141 -604

CHF - 5% 141 604

2013 GBP + 5% 2 090 3 346

GBP - 5% -2 090 -3 346

2013 EUR + 5% 24 145

EUR - 5% -24 -145

2013 BRL + 5% -287 -854

BRL - 5% 287 854


86

CALCULATING FAIR VALUEThe fair value of financial assets classified as “available for sale” and “held for trading” is determined on the basis of quoted price on the balance sheet date to the extent quoted prices can be obtained. For non-quoted financial assets, the fair value is estimated using valuation methods based on assumptions not substantiated by observable market prices.

The carrying amount of cash and cash equivalents, including bank overdrafts is approximately equal to the fair value since these instruments have a short term to maturity. Correspondingly, the recognised amount of accounts receivable, accounts payable, and long-term debt, are approximately equal to fair value (level 3).

FAIR VALUE

BELOW IS A COMPARISON OF BOOK VALUE AND FAIR VALUES FOR THE GROUP’S FINANCIAL INSTRUMENTS, FIGURES IN NOK 1 000

2013 2012

BOOK VALUE FAIR VALUE BOOK VALUE FAIR VALUE

FINANCIAL ASSETS

CASH AND CASH EQUIVALENTS 464 273 464 273 186 957 186 957

TRADE RECEIVABLES 236 278 236 278 226 092 226 092

OTHER CURRENT RECEIVABLES 56 835 56 835 36 443 36 443

LOANS AND RECEIVABLES (LONG-TERM) 56 841 56 841 49 923 49 923

FINANCIAL INVESTMENTS 107 776 107 776 13 766 13 766

FINANCIAL LIABILITIES

ACCOUNTS PAYABLE 78 587 78 587 124 166 124 166

OTHER CURRENT LIABILITIES 474 394 474 394 224 520 224 520

OTHER NON-CURRENT LIABILITIES 4 021 4 021 6 343 6 343

INTEREST-BEARING LIABILITIES

BANK LOANS 265 158 265 158 221 021 221 021

The basis for the fair value measurement is described above.


87

CATEGORIES OF FINANCIAL ASSETS AND FINANCIAL LIABILITIES

2013

Held-to-maturity

investmentsLoans &

receivables

Available for sale

financial assets

Financial liabilities

measured at amor-

tized cost

Other financial

liabilities Total(NOK 1 000)

Held for trading in

acc with IAS 39

Designated as such

upon initial recognition

Held for trading in

accordance with IAS 39

Designated as such


ASSETS - - - - - - - - - 102 362

FINANCIAL ASSETS 1 596 - - - 100 766 - - - - 55 640

LONG-TERM RECEIVABLES - - - 55 640 - - - - - 236 278

ACCOUNTS RECEIVABLE - - - 236 278 - - - - - 56 835

OTHER CURRENT ASSETS - - - 56 835 - - - - - 36 443

TOTAL FINANCIAL ASSETS 1 596 - - 348 753 100 766 - - - -

451 115

LIABILITIES - - - - - - - - - -

FINANCIAL LIABILITIES - - - - - - - 69 387 - 69 387

SHORT-TERM FINANCIAL LIABILITIES - - - - - - -

199 792 - 199 792

ACCOUNTS PAYABLE - - - - - - - 78 587 - 78 587

TOTAL FINANCIAL LIABILITIES - - - - - - - 347 766 - 347 766

2012

Held-to-maturity

investmentsLoans &

receivables

Available for sale

financial assets

Financial liabilities

measured at amor-

tized cost

Other financial

liabilities Total(NOK 1 000)

Held for trading in

acc with IAS 39

Designated as such


Held for trading in

accordance with IAS 39

Designated as such


ASSETS - - - - - - - - - -

FINANCIAL ASSETS 4 879 - - - 7 547 - - - - 12 426

LONG-TERM RECEIVABLES - - - 46 444 - - - - - 46 444

ACCOUNTS RECEIVABLE - - - 226 092 - - - - - 226 092

OTHER CURRENT ASSETS - - - 36 443 - - - - - 36 443

TOTAL FINANCIAL ASSETS 4 879 - - 308 979

7 547 - - - - 321 405

LIABILITIES - - - - - - - - - -

FINANCIAL LIABILITIES - - - - - - - 93 740 - 93 740

SHORT-TERM FINANCIAL LIABILITIES - - - - - - -

133 624 -

133 624

ACCOUNTS PAYABLE - - - - - - - 124 166 - 124 166

TOTAL FINANCIAL LIABILITIES - - - - - - - 351 530 - 351 530

FINANCIAL ASSETSAT FAIR VALUE

FINANCIAL LIABILITIES AT FAIR VALUE

FINANCIAL ASSETSAT FAIR VALUE

FINANCIAL LIABILITIES AT FAIR VALUE


88

LEASING AGREEMENTSTHE LEASING EXPENSES COMPRISED THE FOLLOWING:

2013 2012

ORDINARY LEASE 42 189 31 771

PAYMENTS RECEIVED FOR SUBLEASE -466 -423

TOTAL 41 723 31 348

OVERVIEW OF FUTURE MINIMUM PAYMENTS:

2013 2012

WITHIN 1 YEAR 37 680 40 226

WITHIN 2 TO 5 YEARS 111 394 37 090

AFTER 5 YEARS 194 565 5 062

TOTAL 343 639 82 378

The Group has sublease agreements and expects to receive an annual income of around NOK 450 000. Subleases are for short-term rental.

The Company has entered into several leasing agreements for offices on market terms. All Group companies in Oslo will move to a new office location in March or April 2015. The rent agreement is for 12 years.

RELATED PARTY TRANSACTIONSWith the exception of share transactions accounted for under Note 2 and compensation to employees accounted for under Note 4 there have been no material related party transactions during 2012 and 2013.

CONTINGENT LIABILITIESAs of 31 December 2013, the Company has no material contingent liabilities.

EVENTS AFTER THE BALANCE SHEET DATEThere have been no material events after the balance sheet date.

Note

Note

Note

Note


89

CAPITAL REQUIREMENTSCAPITAL STRUCTURE AND EQUITY The main purpose of the Group’s management of capital structure is to ensure that the Group maintains a good credit rating and consequently receives reasonable financing terms from lenders and that the capital structure is adequate based on the Group’s operations.

The Group manages its capital structure by making necessary amendments based on a continuous assessment of the economic conditions under which the activity is conducted, and the prospects seen in the short and medium term. The capital structure is managed by adjusting dividend payments, repurchase of own shares, reducing the share capital or making new share offerings. No changes were made in the guidelines for this area in 2013 or 2012.

The Group monitors its capital structure by reviewing its equity ratio and profit before tax to debt ratio. The equity monitored includes equity attributable to the owners of the parent company, both paid in capital and retained earnings.

The subsidiary RS Platou Markets AS has a minimum capital requirement of 8% as defined in the regulations issued by the Norwegian Ministry of Finance.

CAPITAL RATIO AT 31 DECEMBER

MARKETS MARKETS GROUP

TOTAL EQUITY 2013 2012 2013 2012

EQUITY 111 982 107 007 120 825 93 105

DEFERRED TAX ASSETS -357 -19 631 -2 542 -19 631

CORE CAPITAL 111 624 87 376 118 283 73 473

SUPPLEMENTARY CAPITAL - 10 000 - 10 000

TOTAL CAPITAL 111 624 97 376 118 283 83 473

CAPITAL REQUIREMENT

CREDIT-, COUNTERPARTY- AND GENERAL RISK

USING STANDARD METHODS - OTHER ENGAGEMENTS

12 376 7 178 11 594 5 664

SETTLEMENT RISK USING MARKET VALUE METHOD 417 1 417 -

POSITION RISK USING STANDARD METHOD 1 7 1 7

CURRENCY RISK USING STANDARD METHOD 2 505 2 264 5 101 1 309

OPERATIONAL RISK USING BASIC METHOD 44 668 28 272 48 113 28 894

TOTAL CAPITAL REQUIREMENT 59 968 37 722 65 226 35 875

CAPITAL ADEQUACY RATIO 14.9% 20.7% 14.5% 18.6%

Operational risk is calculated based on the basic method. RS Platou Markets AS has completed an evaluation of the company's operational risks with the conclusion that the provision of operational risk according to the basic method gives a satisfactory capital requirement.

RS Platou Markets AS monitors its capital requirements based on the regulation from Norwegian Ministry of Finance, and reports net capital on monthly basis to the Norwegian Financial Supervisory Authority. The company monitors the total capital by reviewing its capital adequacy ratio.

Note


90

FINANCIALSTATEMENTS FOR RS PLATOU ASA—

PHOTO: LONDON

Financial Statements for RS Platou ASA

91

NOTE 2013 2012

OPERATING REVENUES 3 318 108 295 149

OTHER REVENUES 22 558 15 376

TOTAL REVENUES 340 666 310 525

SALARIES AND PAYROLL COSTS 4, 17 108 467 108 140

OTHER OPERATING EXPENSES 5 96 273 74 978

DEPRECIATION AND IMPAIRMENT OF TANGIBLE ASSETS 8 8 849 7 541

OPERATING EXPENSES BEFORE BONUSES 213 588 190 659

OPERATING PROFIT BEFORE BONUSES 127 078 119 866

BONUSES 4 94 248 91 667

OPERATING PROFIT 32 829 28 199


DIVIDENDS 141 882 29 305

OTHER FINANCIAL INCOME 6 931 16 272



NET FINANCIAL INCOME/EXPENSES 6 131 152 1 994

PROFIT/-LOSS BEFORE TAX 163 982 30 193

TAX EXPENSE 7 20 008 8 542

PROFIT AFTER TAX ON CONTINUING OPERATIONS 143 974 21 651

INCOME STATEMENT1 JANUARY – 31 DECEMBER, FIGURES IN NOK 1 000


92

NOTE 2013 2012

NON-CURRENT ASSETS

PROPERTY, PLANT AND EQUIPMENT 8 27 079 32 172

INTERCOMPANY LONG TERM LOAN 9 28 015 45 032

LONG-TERM RECEIVABLES 51 623 37 321

INVESTMENTS IN SUBSIDIARIES 2, 16 405 351 333 573

INVESTMENTS IN ASSOCIATED COMPANIES 2 500 -

TOTAL NON-CURRENT ASSETS 512 568 448 098

CURRENT ASSETS

ACCOUNTS RECEIVABLE 13, 16 72 815 45 883

INTERCOMPANY SHORT-TERM RECEIVABLES 9 108 931 22 443

OTHER SHORT-TERM RECEIVABLES 5 298 9 704

FINANCIAL INVESTMENTS 10 21 207 3 569

CASH AND CASH EQUIVALENTS 12 5 719 3 275

TOTAL CURRENT ASSETS 213 970 84 874

TOTAL ASSETS 726 538 532 971

BALANCE SHEET – ASSETSAS OF DECEMBER 31ST, FIGURES IN NOK 1000

93

NOTE 2013 2012

EQUITY

SHARE CAPITAL 14 11 882 10 714

SHARE PREMIUM ACCOUNT 79 112 14 891

TREASURY SHARES - 230 - 485

OTHER PAID-IN CAPITAL 62 504 59 242

TOTAL PAID-IN CAPITAL 153 268 84 362

RETAINED EARNINGS

OTHER EQUITY 8 259 2 290

TOTAL RETAINED EARNINGS 8 259 2 290

TOTAL EQUITY 11 161 527 86 652

BALANCE SHEET – EQUITY AND LIABILITIESAS OF DECEMBER 31ST, FIGURES IN NOK 1000

LONG-TERM LIABILITIES

OTHER LONG TERM LOAN 9, 15, 16 85 387 91 707

DEFERRED TAX 7 2 298 1 573

TOTAL LONG-TERM LIABILITIES 87 685 93 280

CURRENT LIABILITIES

LIABILITIES DUE TO CREDIT INSTITUTIONS 15, 16 199 544 132 964

ACCOUNTS PAYABLE 14 305 12 981

TAXES PAYABLE 7 12 263 4 053

DIVIDEND 142 578 91 124

PROVISIONS FOR BONUS, VACATION ALLOWANCE AND SOCIAL TAXES 98 699 80 491

OTHER CURRENT LIABILITIES 9 9 937 31 427

TOTAL CURRENT LIABILITIES 477 325 353 040

TOTAL LIABILITIES 565 011 446 320

TOTAL EQUITY AND LIABILITIES 726 538 532 971

Oslo, 25 March 2014

Financial Statements for RS Platou ASA

Marianne Aamodt Peter M. Anker (CEO)

Birger Nergaard

Gustave Brun-Lie



Hilde Neergaard

94

2013 2012

CASH FLOW FROM OPERATING ACTIVITIES


ADJUSTMENTS

TAXES PAID -12 073 -8 726

DEPRECIATION AND IMPAIRMENTS 8 849 7 541

AMORTISATION AND IMPAIRMENTS 12 107 -


CHANGES IN TRADE RECEIVABLES, TRADE PAYABLES AND CUSTOMER PREPAYMENTS -37 163 16 643

NET FINANCIAL INCOME/-EXPENSES -131 152 -1 994

OTHER CHANGES 6 097 -42 038

NET CASH FLOW FROM OPERATING ACTIVITIES 30 133 10 892

CASH FLOW FROM INVESTING ACTIVITIES

PURCHASE OF PROPERTY, PLANT AND EQUIPMENT -3 756 -11 006

PROCEEDS FROM SALE OF PROPERTY, PLANT AND EQUIPMENT - 538

PROCEEDS FROM REPAYMENT OF OTHER INVESTMENTS 1 866 -

NET AMOUNT PAID OUT ON PURCHASE OF SUBSIDIARIES -6 523 -14 069

LOANS TO SUBSIDIARIES -19 665 -12 267

CAPITAL REPAID FROM SUBSIDIARIES 10 000 30 254

DIVIDENDS RECEIVED 56 935 29 305

PURCHASE OF OTHER INVESTMENTS -14 004 -1 903

NET CASH FLOW FROM INVESTING ACTIVITIES 24 852 20 851

CASH FLOW FROM FINANCING ACTIVITIES

ISSUANCE OF SHARE CAPITAL - 15 273

TREASURY SHARES -12 313 -28 888

REPAYMENT OF BORROWINGS -22 102 -21 808

INTEREST EXPENSE -10 499 -9 040

NEW LONG-TERM BORROWINGS 16 000 -

DIVIDENDS PAID -90 207 -105 692

NET CASH FLOW FROM FINANCING ACTIVITIES -119 121 -150 155

NET INCREASE IN CASH AND CASH EQUIVALENTS -64 136 -118 412

CASH AND CASH EQUIVALENTS AS OF 1 JANUARY -107 817 10 596

CASH AND CASH EQUIVALENTS AS OF 31 DECEMBER -171 952 -107 817

CASH FLOW STATEMENTFIGURES IN NOK 1 000


95

Notes to RS Platou ASA's Financial Statements

ACCOUNTING PRINCIPLESThe annual accounts for RS Platou ASA (the “Company”) have been prepared in accordance with the provisions of the Norwegian Accounting Act of 1998 and generally accepted accounting principles in Norway (NGA AP).

USE OF ASSUMPTIONS AND ESTIMATESManagement has made estimates and assumptions that have affected the value of assets, liabilities, revenues, costs and information regarding potential obligations. Uncertainty surrounding these assumptions and estimates may result in changes that could cause material adjustments to the book values of assets and liabilities in the future.

CURRENCY Transactions in foreign currencies are converted using the exchange rate prevailing on the date of the transaction. Monetary items in foreign currencies are converted to Norwegian kroner using the exchange rate prevailing on the balance sheet date. Currency adjustments that arise during conversion are recognized in profit or loss. Non-monetary assets and liabilities measured in terms of historical cost in a foreign currency are converted using the exchange rate prevailing on the transaction date. Non-monetary assets and liabilities measured at fair value are converted to Norwegian kroner using the exchange rate prevailing on the date when the fair value was determined. Changes in exchange rates are recognized in profit or loss on an on-going basis during the accounting period.

Unless otherwise stated, the accounts for the parent company are reported in NOK and rounded to the nearest thousand.

PRINCIPLES FOR REVENUE RECOGNITIONThe revenues primarily consist of commissions from sales and purchases, contracting of newbuilds and chartering, corporate management, stock broking, and consultancy revenues related to financial advisory services. Revenue is recognised when RS Platou ASA has a contractual entitlement to commission, normally at the time of completed contractual periods between the principals in the transaction.

Reference is made to Note 1 of the consolidated financial statements for further details.

INCOME TAXThe tax charge consists of tax payable and the change in deferred tax. Deferred tax liabilities and deferred tax assets are calculated based on all the recognised differences between the accounting and tax value of assets and liabilities at a nominal rate of 27%.

Deferred tax assets are recognised when it is probable that the Company will have sufficient taxable profits in subsequent periods to be able to use the tax assets. The Company recognizes deferred tax assets not previously recorded to the extent that it has become likely that the Company can use such deferred tax assets. Similarly, the Company will reduce a deferred tax asset to the extent that the company no longer considers it likely that it can make use of such deferred tax asset.

Deferred tax and deferred tax assets are recognised at nominal value and are classified as non-current assets (long-term liabilities) in the balance sheet.

Tax payable and deferred tax is recognised in equity to the extent that the tax items relate to equity transactions.

Note


96

CLASSIFICATION AND VALUATION OF BALANCE SHEET ITEMS Assets intended for long-term ownership or use, are classified as non-current assets. Other assets are classified as current assets.Current assets and current liabilities consist of receivables and payables due within one year, and items related to the inventory cycle. Corresponding principles have been applied with respect to classification of non-current and current liabilities. Financially motivated investments in shares are classified as current assets, while strategic investments are classified as non-current assets. Current assets are valued at the lower of cost and fair value. Current liabilities are recognised at nominal value. Fixed assets are valued at cost, less depreciation and impairment losses. Long term liabilities are recognised at their nominal value.

TANGIBLE FIXED ASSETSFixed assets are measured at acquisition cost with a deduction for accumulated depreciation and write-downs. When assets are sold or transferred, the value in the balance sheet is derecognized and any losses or gains are recognised in the profit and loss statement.

Acquisition costs for fixed assets are the purchase price, inclusive of charges/taxes and costs directly linked to the process of making the asset ready for use. Expenses incurred after the asset has been in use, such as ongoing maintenance costs, are expensed as incurred, whereas other expenses anticipated to result in future economic benefits are recorded in the balance sheet. Depreciation is calculated using the straight line method and by applying an economic life appropriate to the asset in question.

The depreciation period and method of calculation is assessed on an annual basis. Residual value is estimated at the close of each year, and changes to such estimates are recorded in the financial statements as an estimate change. SUBSIDIARIES / ASSOCIATED COMPANIESSubsidiaries and investments in associated companies are valued at the cost of acquisition. The investment is valued as cost of the shares in the subsidiary, less any impairment losses. An impairment loss is recognized in profit or loss if the impairment is not considered temporary. Impairment losses are reversed if the reason for the impairment loss is no longer valid in a later period.

Dividends, Group contributions and other distributions from subsidiaries are recognised in the same year as they are recognised in the financial statement of the provider. If dividends/Group contributions exceed withheld profits after the acquisition date, the excess amount represents repayment of invested capital, and the distribution will be deducted from the recorded value of the acquisition in the balance sheet for the parent company.

RECEIVABLESTrade receivables and other receivables are recognised at nominal value less provision for bad debts. The provision for bad debt is based on assessments of the outstanding receivables at the end of the accounting period.

SHARES Short term investments in shares are classified as current assets and are initially recognised at fair value (cost). Shares that are not classified as market-based financial current assets are recognised at the lower of cost and fair value.

PENSIONS DEFINED CONTRIBUTION PENSION SCHEMERS Platou ASA has a defined contribution pension plan whereby the Company pays a fixed contribution to a separate entity with no obligation to pay more than the stipulated annual amount. The stipulated amount is a fixed percentage of monthly salaries, and the contributions are expensed as they are incurred.

The contributions are recognized as an employee benefit expense at the time of payment. Any prepaid contributions are recognized as an asset to the extent that a cash refund or a reduction in the future payments is available.


97

PROVISIONSProvisions are recognized when an obligation arises, legal or constructive, as a result of a past event, and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.

SUBSEQUENT EVENTSNew information concerning events existing at the balance sheets date is incorporated in the estimates. Material events arising after the balance sheet date are disclosed in the notes.

CASH FLOW STATEMENT The cash flow statement is prepared according to the indirect method. Cash and cash equivalents include cash and bank deposits.


98

SUBSIDIARIES31 DECEMBER 2013, FIGURES IN NOK 1 000

COMPANY MAIN ACTIVITY SHAREHOLDING VOTING RIGHTSRS PLATOU OFFSHORE AS OFFSHORE BROKING 100.00% 100.00%

RS PLATOU ECONOMIC RESEARCH AS ECONOMIC RESEARCH 100.00% 100.00%

RS PLATOU SHIPBROKERS AS SHIPBROKING 100.00% 100.00%

RS PLATOU TANKERS AS SHIPBROKING 50.02% 50.02%

RS PLATOU FINANS AS FINANCIAL SERVICES 50.01% 50.01%

RS PLATOU REAL ESTATE AS FINANCIAL SERVICES 31.91% 50.01%

RS PLATOU ASSET MANAGEMENT AS FINANCIAL SERVICES 100.00% 100.00%

RS PLATOU (USA) INC. OFFSHORE BROKING 100.00% 100.00%

LONE STAR, R.S. PLATOU INC. SHIPBROKING 100.00% 100.00%

RS PLATOU (SINGAPORE) PTE. LTD. SHIP/OFFSHORE BROKING 100.00% 100.00%

THE STEWART GROUP LTD OFFSHORE BROKING 78.03% 78.03%

RS PLATOU LLP SHIPBROKING 51.00% 51.00%

RS PLATOU HELLAS LTD SHIPBROKING 51.00% 51.00%

RS PLATOU MARKETS AS INVESTMENT BANKING 90.10% 90.10%

RS PLATOU GENÈVE SA SHIPBROKING 100.00% 100.00%

RS PLATOU BRAZIL LTDA. OFFSHORE BROKING 100.00% 100.00%

MANFIN CONSULT AS SHIPBROKING 50.10% 50.10%

ASSOCIATED COMPANYM62 HOLDING AS 50% 50%

COMPANY BOOK VALUE 31.12.2013 RESULT 2013 EQUITY 2013RS PLATOU OFFSHORE AS 611 2 154

RS PLATOU ECONOMIC RESEARCH AS 100 1 130

RS PLATOU SHIPBROKERS AS 120 1 110

RS PLATOU TANKERS AS 11 975 6 248 398

RS PLATOU FINANS AS 50 10 272 15 163

RS PLATOU REAL ESTATE AS 12 10 891 851

RS PLATOU ASSET MANAGEMENT AS 9 844 177 1 565

RS PLATOU (USA) INC. 3 713 -1 482 9 951

LONE STAR, R.S. PLATOU INC. 17 080 -1 121 4 527

RS PLATOU (SINGAPORE) PTE. LTD. 19 903 37 444 88 613

RS PLATOU LLP 16 033 22 313 27 558

THE STEWART GROUP LTD 116 806 19 482 45 714

RS PLATOU HELLAS LTD 8 679 2 894

RS PLATOU MARKETS AS 200 969 148 245 215 825

RS PLATOU GENÈVE SA 9 -4 124 -12 088

RS PLATOU BRAZIL LTDA. 6 573 -5 134 -17 072

MANFIN CONSULT AS 1 544 729 545

TOTAL SUBSIDIARIES 405 351 244 625 384 838

ASSOCIATED COMPANY

M62 HOLDING AS 500 - 97 903

TOTAL 405 851 244 528 385 741

Reference is made to Note 2 to the consolidated financial statement for further details regarding changes in shareholdings in subsidiaries.

Note


99

INCOME FROM THE SALE OF SERVICES, ANALYSED BY GEOGRAPHICAL MARKET AND SEGMENTFIGURES IN NOK 1 000

2013 2012

NORWAY 76 874 92 404

UK 27 378 18 954


AMERICAS 4 433 10 190

ASIA 150 679 118 430

AFRICA 9 621

OCEANIA 11 261

TOTAL 318 108 295 149

2013 2012

SHIPBROKING 142 931 143 769

OFFSHORE 175 177 151 380

TOTAL 318 108 295 149

SALARIES AND PAYROLL COSTFIGURES IN NOK 1 000

2013 2012

SALARIES 74 817 73 274


EMPLOYERS' NATIONAL INSURANCE CONTRIBUTIONS 10 962 11 639

PENSION COST OF DEFINED CONTRIBUTION SCHEMES 2 959 1 986

OTHER PERSONNEL RELATED COSTS 6 079 11 969

TOTAL SALARY AND PAYROLL COSTS 108 467 108 140

BONUSES INCL. INSURANCE CONTRIBUTIONS 94 248 91 667

TOTAL SALARY AND PAYROLL COSTS INCLUDING BONUSES 202 715 199 807

2013 2012

AVERAGE NUMBER OF FULL-TIME EMPLOYEES EMPLOYED 109 105

Note

Note


100

REMUNERATION OF SENIOR MANAGEMENT, FIGURES IN NOK 1 000

2013 SALARY BONUSBENEFITS IN

KINDPENSION COST IN THE PERIOD

TOTAL REMUNERATION

MANAGEMENT

PETER M. ANKER, CEO 974 5 700 379 58 7 111

WILHELM L. HOLST, COO 761 - 169 42 971

ERLEND BONDØ, CFO 1 009 875 18 60 1 963


2012 SALARY BONUSBENEFITS IN

KINDPENSION COST IN THE PERIOD

TOTAL REMUNERATION

MANAGEMENT

PETER M. ANKER, CEO 1 151 10 050 37 65 11 303

WILHELM L. HOLST, COO 761 2 830 31 48 3 670

ERLEND BONDØ, CFO 946 1 367 8 52 2 373


Senior management receive a bonus based on individual performance and the overall profitability of the Company.

Senior management also participate in the general pension scheme described in Note 17 in the consolidated financial statements.

The management of the Group has not received any remuneration or other financial benefits from other Group companies than what is shown above. No supplementary payments have been given for special services outside the normal functions for a manager.

No loans or guarantees have been provided to members of the senior management team, board members or members of other elected corporate bodies. Short term interest bearing loans to other employees at 31 December 2013 were NOK 2.2 million and interests are charged according to the Norwegian taxation act.

The CEO is entitled to 3 years’ severance pay.

For further information about remuneration, the Board’s declaration on remuneration to the CEO and senior management, please see Note 4 to the consolidated financial statements.

REMUNERATION TO DIRECTORSReference is made to Note 4 to the consolidated financial statement. The Directors do not participate in the pension schemes or any other remuneration plan, nor do they have any agreement of severance or bonus payment.

REMUNERATION TO THE AUDITORSAudit fees are detailed in Note 5 to the consolidated financial statements.


101

OTHER OPERATING EXPENSESFIGURES IN NOK 1 000

2013 2012

COMMUNICATION EXPENSES 3 843 4 301

RENT EXPENSES 24 562 13 502

IT EXPENSES 9 288 6 624

TRAVEL, ENTERTAINMENT AND PUBLIC RELATIONS 26 696 22 117

CONSULTANCY FEES 8 762 16 067

BAD DEBTS 17 299 2 152

OTHER OPERATING EXPENSES 5 821 10 216

TOTAL OPERATING EXPENSES 96 273 74 978

FINANCIAL INCOME/– EXPENSESFIGURES IN NOK 1 000

2013 2012


INERCOMPANY INTEREST INCOME 2 093 3 228

DIVIDENDS 141 882 29 305

NET CURRENCY GAIN 6 865 -

OTHER FINANCIAL INCOME 65 654

FINANCIAL INCOME 152 155 34 735


NET CURRENCY LOSS - -9 936


FINANCIAL EXPENCES -21 002 -32 741

TOTAL FINANCIAL INCOME/EXPENSES 131 152 1 994

Charges according to the guarantee agreement with RS Platou Markets AS of NOK 6.6 million, are also included in other financial expenses. The corresponding guarantee commission of NOK 0.9 million is included in other financial income in 2013.

Note

Note


102

INCOME TAXESFIGURES IN NOK 1 000

2013 2012

INCOME TAX EXPENSE AND TAX PAYABLE


CURRENT TAX PAID OUTSIDE NORWAY 3 417 2 922

CORRECTION OF PREVIOUS YEARS CURRENT INCOME TAXES IN NORWAY 3 603 1 910

CHANGES IN DEFERRED TAX 725 - 343

TOTAL INCOME TAX EXPENSE 20 008 8 542


TOTAL TAX PAYABLE 12 263 4 053

2013 2012

TAX BASE CALCULATION


EXPECTED TAX EXPENSES BASED ON RATES IN NORWAY (28%) 45 915 8 454

CORRECTION OF PREVIOUS YEARS CURRENT INCOME TAXES IN NORWAY 7 019 1 910

TAX RATE OUTSIDE NORWAY 1 000 2 922

NON-TAXABLE INCOME -39 727 -8 236

NON DEDUCTABLE EXPENSES 5 758 2 950

NON-TAXABLE GAINS/LOSSES ON SALES OF SHARE 127 542

OTHER - 85 -

TAX EXPENSE ON ORDINARY INCOME 20 008 8 542

31.12.2013 31.12.2012 CHANGES

DEFERRED TAX LIABILITIES/-DEFERRED TAX ASSETS

TANGIBLE FIXED ASSETS 1 521 1 974 - 453

RECEIVABLE TRADE 777 - 402 1 178

NET RECOGNISED DEFERRED TAX ASSETS 2 298 1 573 725

2013 2012

RECONCILIATION BETWEEN PROFIT/LOSS BEFORE TAX AND TAXABLE PROFIT

PROFIT(LOSS) BEFORE TAX 163 982 30 193

PERMANENT DIFFERENCES -36 438 -16 942

CHANGE IN TEMPORARY DIFFERENCES 2 286 1 225

TAXABLE PROFIT FOR THE YEAR 129 830 14 477

Note


103

TANGIBLE FIXED ASSETSFIGURES IN NOK 1 000

2013 2012

PROPERTY, EQUIPMENT AND VEHICLES PROPERTY

EQUIPMENT & VEHICLES TOTAL PROPERTY

EQUIPMENT & VEHICLES TOTAL

COST AS OF 1 JANUARY 3 000 48 166 51 166 3 000 36 731 39 731

ADDITIONS - 3 756 3 756 - 12 845 12 845

DISPOSALS - - - - -1 410 -1 410

COST AS OF 31 DECEMBER 3 000 51 922 54 922 3 000 48 166 51 166

ACC. DEPRECIATION AS OF 31 DECEMBER - -27 843 -27 843 - -18 994 -18 994

NET BOOK VALUE AS OF 31 DECEMBER 3 000 24 079 27 079 3 000 29 172 32 172

DEPRECIATION FOR THE YEAR - 8 849 8 849 - 7 541 7 541

DEPRECIATION RATE - 14-30% - 14-30%

INTERCOMPANY BALANCESFIGURES IN NOK 1 000

31.12.2013 31.12.2012

LONG-TERM LOAN 28 015 45 032

ACCOUNTS RECEIVABLE 14 435 7 084

INTERCOMPANY SHORT-TERM RECEIVABLES 108 931 22 443

LONG-TERM LIABILITIES -16 000 -

OTHER CURRENT LIABILITIES -7 212 -11 362

TOTAL NET INTERCOMPANY ACCOUNTS 128 168 63 197

At 31 December 2013, the Company had long-term receivables from Norwegian and foreign subsidiaries. The receivables relate both to the financing of the subsidiaries. Long-term loans to subsidiaries are governed by loan agreements. The loans carry interest, and installments will be paid according to the agreements.

Short-term receivables mainly consist of dividends receivable from subsidiaries.

Reference is made to Note 20 for further information about intercompany transactions.

Note

Note


104

SHARES IN OTHER COMPANIESFIGURES IN NOK 1 000

31.12.2013 31.12.2012

INVESTMENTS WITH 16% SHAREHOLDING

CIVITA AS 55 -


MOSVOLD DRILLING PLC - 1 765

SINGAPORE SUPPLY DIS 1 803 1 803

DHT HOLDINGS INC. 19 349 -

TOTAL 21 207 3 569

EQUITYFIGURES IN NOK 1 000

SHARE CAPITAL

SHARE PREMIUM ACCOUNT

TREASURY SHARES

OTHER PAID-IN CAPITAL

OTHER EQUITY

TOTAL EQUITY

EQUITY AS OF 1 JANUARY 2013 10 714 14 891 - 485 59 242 2 290 86 652

PROFIT FOR THE YEAR - - - - 143 974 143 974

SHARE ISSUE 1 168 64 221 - - - 65 389

CHANGE IN TREASURY SHARES - - 255 3 262 3 656 7 174

OTHER - - - - 917 917

DIVIDENDS - - - - -142 578 -142 578

EQUITY AS OF 31 DECEMBER 2013 11 882 79 112 - 230 62 504 8 259 161 527

Reference is made to note 15 to the consolidated financial statements for further information.

CASH AND CASH EQUIVALENTSFIGURES IN NOK 1 000

31.12.2013 31.12.2012

TOTAL UNRESTRICTED CASH AND CASH EQUIVALENTS 1 440 -

RESTRICTED BANK DEPOSIT 4 279 3 275


Cash and cash equivalents consist of bank deposits in ordinary bank accounts and special terms accounts. Restricted bank deposits consist of employee withholding tax and deposits in other restricted accounts.

Note

Note

Note


105

ACCOUNTS RECEIVABLEFIGURES IN NOK 1 000

31.12.2013 31.12.2012

ACCOUNTS RECEIVABLES AS OF 31 DECEMBER


PROVISION -1 818 -4 324

72 815 45 883

OTHER RECEIVABLES 114 228 32 146

TOTAL SHORT-TERM RECEIVABLES 187 044 78 029

SHAREHOLDER INFORMATIONSee Note 15 to the consolidated financial statements.

Note

Note

INTEREST BEARING LIABILITIES TO CREDIT INSTITUTIONSFIGURES IN NOK 1 000

31.12.2013 31.12.2012

OVERDRAFT FACILITIES 177 671 111 092

BANK LOAN 87 238 109 363


The bank loan was issued with security in the Company’s trade receivables and shares in material subsidiaries. The final payment on the loan is due in December 2015. Instalments due after 12 months are classified as long-term liabilities. At 31 December 2013, the loan had a floating interest rate (3 months NIBOR + 3% margin). See also Note 16 to the consolidated financial statements.

GUARANTEES AND ASSETS PLEDGED AS SECURITY FOR LONG-TERM LOANSReference is made to Note 16 to the consolidated financial statements for further information.

Note

Note


106

Note

Note

Note

PENSION COST AND PENSION LIABILITIESReference is made to Note 4 and 17 to the consolidated financial statements for further information.

FINANCIAL MARKET RISKThe Company is exposed to a number of different financial market risks arising from its normal business activities. Financial market risk is the possibility that fluctuations in currency exchange rates, interest rates and raw material prices will affect the value of the Company’s assets, liabilities or future cash flows.

The Company may use financial instruments to manage financial risk. Exchange rate fluctuations constitute both direct and indirect financial risks for the company. The Company had not entered into any currency derivatives on the balance sheet date.For a further description of financial risk exposure, please see Note 18 to the consolidated financial statements.

TRANSACTIONS WITH RELATED PARTIESThe Board, senior management and the subsidiaries of the Company are defined as related parties.

A. BOARD OF DIRECTORS AND SENIOR MANAGEMENT Board members are elected for a two-year term. Their responsibilities are regulated by Norwegian legislation and the Charter for the Board of Directors. The Company has no agreements where a board member or a member of the senior management has a substantial interest.

Remuneration of the Board and senior management and agreements for severance pay are presented in Note 4. An overview of shares held by the senior management team and board members as at 31 December 2013 is outlined in Note 4 to the con-solidated financial statements.

B. LOANS AND GUARANTEES TO SUBSIDIARIES The Company has established funding agreements with its subsidiaries that is utilized to the extent necessary and approved by the Board of the Company.

C. TRANSACTIONS WITH SHAREHOLDERSReference is made to Note 20 to the consolidated financial statements for further information.

D. TRANSACTIONS WITH SUBSIDIARIESLong term loans and receivables are explained in Note 9.

The Company has entered into a guarantee agreement in favour of RS Platou Markets AS regarding acquired outstanding third party debt. According to this agreement, any losses on certain identified outstanding receivables will be covered by the Company. The guarantee is limited to remaining claims as of 1 October 2013. Any outstanding guarantee amount under this agreement is subject to a guarantee commission of NIBOR plus 2%. The agreement is valid until 30 September 2014.

In 2013, RS Platou Markets AS charged a total of NOK 6.6 million to the guarantee agreement. These costs are included in other financial expenses.

The Company charges certain costs such as rental and housing costs, IT, shared services and administrative expenses to its subsidiaries. The cost distribution is based on relevant allocation keys according to applicable transfer pricing rules.


107

LEASING AGREEMENTSRS Platou ASA leases premises through a contract that expires in March or April 2015 at the Company's discretion. All Group companies in Oslo will then move to a new office location. The annual leasing cost including utilities is approximately NOK 22.9 million in Oslo, and NOK 1.1 million in Shanghai and Moscow.

EVENTS AFTER THE BALANCE SHEET DATEReference is made to Note 22 to the consolidated financial statements for further information.

Note

Note


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109

Auditor's Report for 2013


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RS PLATOU ASAP.O BOX 1604 VIKA

0119 OSLO, NORWAYSWITCHBOARD +47 23 11 20 00

www.platou.com

RS PLATOU — ANNUAL REPORT 2013

Documents

ANNUAL REPORT 20 13 - Clarksons Platou Securitiessecurities.clarksons.com/~/media/Files/Rsplatou Anual reports... · board of directors' report for 2013 40 consolidated financial