Shareholder Information

Shareholder Policy

Odfjell's aim is to provide competitive long-term return to its shareholders. The company emphasises an investor friendly dividend policy based upon financial performance, current capital expenditure programmes and tax positions. The company strives for semi-annual dividend payments. However, as a result of the significant negative impact on the equity ratio of the retroactive taxation imposed by the Norwegian Government in 2007, the Board proposed cancellation of a second dividend in 2007 and 2008.

Share Performance

At year-end 2008 the Odfjell A-shares traded at NOK 43.5 (USD 6.22), down 51,1% compared to NOK 89 (USD 16.47) a year earlier. The B-shares traded at NOK 45 (USD 6.43) at year-end, down 36.6% from NOK 71(USD 13.15) a year earlier. A dividend of NOK 2.00 per share was paid in May 2008. Adjusted for this dividend, the A- and B- shares had negative yields of 48.9% and 33.8% respectively. By way of comparison, the Oslo Stock Exchange benchmark index declined by 54.1%, the marine index declined by 62.2% and the transportation worsened by 61.7% during the year.

The market capitalisation of Odfjell was NOK 3.8 billion (USD 544 million) in 31.12 2008.

Trading Volumes

In 2008 about 22.8 million Odfjell shares were traded, spread over 15.4 million A-shares and 7.5 million B-shares. This represents about 26.31 % of the issued and outstanding shares.

Shareholders

At the end of 2008 there were 1 074 holders of Odfjell A-shares and 550 holders of Odfjell B-shares. Taking into account shareholders owning both share classes, the total number of shareholders was 1 332, a slight decrease compared to the preceding year.

International Ownership

72.24% of the company's A-shares and 33.79% of the B-shares were held by international investors at year-end, equivalent to 62.9% of the total share capital.

Share Repurchase Program

During 2008, 103 500 Odfjell A-shares were acquired at an average price of NOK 42.71, and 449 700 B-shares were acquired at an average price of NOK 35.15. In 2007, 76 000 treasury A-shares at an average price NOK 104 and 61 527 B-shares at an average price of NOK 98.50 were acquired and no shares were sold.

All treasury shares of 1 679 500 A-shares at the price of NOK 50 and 2 322 482 B-shares at the price of NOK 40 were sold in 2008 to DnB NOR Markets. Furthermore, Odfjell SE entered into a Total Return Swap (TRS) with DnB NOR Markets for all the sold shares.

The Annual General Meeting on 5 May 2008 authorized the Board of Directors to acquire up to 10% of the Company's share capital. This authorization expires 5 November 2009. The purpose of purchasing own shares is to increase shareholders' value. The Board of Directors regularly considers investments in own shares when it may be beneficial for the Company.

Investor Relations

Correct and timely information is of vital importance in order to create credibility and confidence. The demand for information is ever increasing, and our policy is to provide the market with relevant information. We attach great importance to ensuring that shareholders receive swift, relevant and correct information about the Company. Our aim is to provide a good understanding of the Company's activities and its prospects so that shareholders are in a good position to assess the share's trading price and underlying values. For more information, please see page 88 under Corporate Governance.

The Financial Calendar for 2009 is as follows

Special information for Norwegian shareholders

Under the tax reform of 1 January 1992 the cost of shares for tax purposes is to be adjusted annually to reflect the Company’s retained taxed earnings in order to prevent double taxation. The adjustment is named RISK-adjustment. This system was discontinued as from 1 January 2006, however, the RISK-adjustments for previous years still apply.

The following RISK adjustments have been set for the Odfjell-share:

1 January 2006 minus NOK 2.50 per share
1 January 2005 minus NOK 3.50 per share
1 January 2004 minus NOK 2.50 per share
1 January 2003 minus NOK 1.84 per share
1 January 2002 minus NOK 1.80 per share
1 January 2001 minus NOK 1.00 per share
1 January 2000 minus NOK 1.00 per share
1 January 1999 minus NOK 1.00 per share
1 January 1998 minus NOK 1.00 per share
1 January 1997 minus NOK 0.75 per share
1 January 1996 minus NOK 0.50 per share
1 January 1995 minus NOK 0.38 per share
1 January 1994 minus NOK 0.32 per share
1 January 1993 NOK 0.00 per share

The reason why the RISK adjustments are negative (and reduce the cost price of the shares for tax purposes) is that the company has paid dividend in excess of taxable earnings in each particular year. Norwegian shareholders do not pay tax on dividend when received but the dividend becomes taxable when the shares are sold.

In accordance with the Norwegian tax reform of 1 January 1992, the price paid by Norwegians for shares acquired prior to 1 January 1989 may be adjusted upwards to NOK 15.41 for A-shares and NOK 14.87 for B-shares.

All share data have been restated according to the 2:1 splits of the shares that took place in 2004 and 2005.

Odfjell has qualified for both the Information Mark and the English Mark from the Oslo Stock Exchange.