o
|
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
|
OR
|
|
x
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
|
|
For the fiscal year ended December 31, 2014
|
OR
|
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
For the transition period from _________________to___________________
|
OR
|
|
o
|
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
Date of event requiring this shell company report
_______________________________
|
Commission file number
|
000-29106
|
|
|
Golden Ocean Group Limited
|
(Exact name of Registrant as specified in its charter)
|
|
(Translation of Registrant's name into English)
|
|
Bermuda
|
(Jurisdiction of incorporation or organization)
|
|
Par-la-Ville Place, 14 Par-la-Ville Road, Hamilton, HM 08, Bermuda
|
(Address of principal executive offices)
|
|
Georgina Sousa, Telephone: (1) 441 295 6935, Facsimile: (1) 441 295 3494,
Par-la-Ville Place, 14 Par-la-Ville Road, Hamilton, HM 08, Bermuda
|
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
|
Title of each class
|
Name of each exchange on which registered
|
Common Shares, Par Value $0.01 Per Share
|
NASDAQ Global Select Market
|
None
|
(Title of Class)
|
Common Shares, Par Value $0.01 Per Share
|
(Title of Class)
|
Yes
o
|
No
x
|
Yes
o
|
No
x
|
Yes
x
|
No
o
|
Yes
x
|
No
o
|
Large accelerated filer
o
|
Accelerated filer
x
|
Non-accelerated filer
o
|
U.S. GAAP
x
|
International Financial Reporting Standards as issued by the International Accounting Standards Board
o
|
Other
o
|
Item 17
o
|
Item 18
o
|
Yes
o
|
No
x
|
|
|
PAGE
|
|
|
|
|
|
|
|
|
|
•
|
our future operating or financial results;
|
•
|
statements about planned, pending or recent acquisitions, business strategy and expected capital spending or operating expenses, including drydocking, surveys, upgrades and insurance costs;
|
•
|
the strength of world economies;
|
•
|
stability of Europe and the Euro;
|
•
|
fluctuations in interest rates and foreign exchange rates;
|
•
|
general dry bulk shipping market conditions, including fluctuations in charter hire rates and vessel values;
|
•
|
changes in demand in the dry bulk shipping industry, including the market for our vessels;
|
•
|
changes in our operating expenses, including bunker prices, dry docking and insurance costs;
|
•
|
changes in governmental rules and regulations or actions taken by regulatory authorities;
|
•
|
potential liability from pending or future litigation;
|
•
|
general domestic and international political conditions;
|
•
|
potential disruption of shipping routes due to accidents or political events;
|
•
|
Our ability to procure or have access to financing, our liquidity and the adequacy of cash flows for our operations;
|
•
|
Our continued borrowing availability under our debt agreements and compliance with the covenants contained therein;
|
•
|
Our ability to successfully employ our existing and newbuilding dry bulk vessels;
|
•
|
Our ability to fund future capital expenditures and investments in the construction, acquisition and refurbishment of our vessels (including the amount and nature thereof and the timing of completion thereof, the delivery and commencement of operations dates, expected downtime and lost revenue);
|
•
|
risks associated with vessel construction;
|
•
|
potential exposure or loss from investment in derivative instruments;
|
•
|
potential conflicts of interest involving members of our board of directors, or the Board, and senior management;
|
•
|
Our expectations regarding the availability of vessel acquisitions and our ability to complete acquisition transactions planned;
|
•
|
vessel breakdowns and instances of off-hire; and
|
•
|
statements about dry bulk shipping market trends, charter rates and factors affecting supply and demand.
|
|
Fiscal year ended December 31,
|
|||||||||||||
|
2014
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
2010
|
|
(in thousands of $, except shares, per share data and ratios)
|
||||||||||||||
Statement of Operations Data:
|
|
|
|
|
|
|
|
|
|
|||||
Total operating revenues
|
96,715
|
|
|
37,546
|
|
|
37,315
|
|
|
55,497
|
|
|
40,825
|
|
Total operating expenses
|
77,229
|
|
|
30,722
|
|
|
27,307
|
|
|
24,457
|
|
|
17,267
|
|
Net operating income
|
19,486
|
|
|
6,824
|
|
|
10,008
|
|
|
31,040
|
|
|
23,558
|
|
Net income from continuing operations
|
16,253
|
|
|
3,530
|
|
|
5,882
|
|
|
27,058
|
|
|
20,145
|
|
Net (loss) income from discontinued operations
(1)
|
(258
|
)
|
|
(7,433
|
)
|
|
(59,311
|
)
|
|
5,594
|
|
|
18,412
|
|
Net income (loss)
|
15,995
|
|
|
(3,903
|
)
|
|
(53,429
|
)
|
|
32,652
|
|
|
38,557
|
|
Earnings per share from continuing operations: basic
|
0.31
|
|
|
0.14
|
|
|
0.24
|
|
|
1.11
|
|
|
1.05
|
|
Earnings per share from continuing operations: diluted
|
0.31
|
|
|
0.14
|
|
|
0.24
|
|
|
1.10
|
|
|
1.05
|
|
Loss per share from discontinued operations: basic
|
—
|
|
|
(0.29
|
)
|
|
(2.43
|
)
|
|
0.23
|
|
|
0.97
|
|
Loss per share from discontinued operations: diluted
|
—
|
|
|
(0.29
|
)
|
|
(2.41
|
)
|
|
0.23
|
|
|
0.97
|
|
Earnings (loss) per share: basic
|
0.30
|
|
|
(0.15
|
)
|
|
(2.19
|
)
|
|
1.34
|
|
|
2.02
|
|
Earnings (loss) per share: diluted
|
0.30
|
|
|
(0.15
|
)
|
|
(2.17
|
)
|
|
1.33
|
|
|
2.02
|
|
Cash distributions per share declared
|
0.63
|
|
|
0.70
|
|
|
1.20
|
|
|
2.00
|
|
|
1.70
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Balance Sheet Data (at end of year):
|
|
|
|
|
|
|
|
|
|
|
||||
Cash and cash equivalents
|
42,221
|
|
|
98,250
|
|
|
79,259
|
|
|
46,848
|
|
|
56,771
|
|
Restricted cash
|
18,923
|
|
|
15,000
|
|
|
15,000
|
|
|
15,000
|
|
|
15,000
|
|
Newbuildings
|
323,340
|
|
|
26,706
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Vessels, net
|
852,665
|
|
|
262,747
|
|
|
273,826
|
|
|
436,273
|
|
|
459,032
|
|
Total assets
|
1,262,740
|
|
|
409,858
|
|
|
397,420
|
|
|
521,219
|
|
|
541,953
|
|
Current portion of long-term debt
|
19,812
|
|
|
—
|
|
|
4,700
|
|
|
3,600
|
|
|
3,600
|
|
Long-term debt
|
343,688
|
|
|
95,000
|
|
|
106,978
|
|
|
150,140
|
|
|
153,740
|
|
Share capital
|
801
|
|
|
305
|
|
|
244
|
|
|
244
|
|
|
244
|
|
Total equity
|
884,273
|
|
|
307,441
|
|
|
277,694
|
|
|
359,932
|
|
|
375,901
|
|
Common shares outstanding
|
80,121,550
|
|
|
30,472,061
|
|
|
24,437,000
|
|
|
24,425,699
|
|
|
24,425,699
|
|
Other Financial Data:
|
|
|
|
|
|
|
|
|
|
|||||
Equity to assets ratio (percentage)
(2)
|
70.0
|
%
|
|
75.0
|
%
|
|
69.9
|
%
|
|
69.1
|
%
|
|
69.4
|
%
|
Debt to equity ratio
(3)
|
0.4
|
|
|
0.3
|
|
|
0.4
|
|
|
0.4
|
|
|
0.4
|
|
Price earnings ratio
(4)
|
(61.3
|
)
|
|
(61.3
|
)
|
|
(2.4
|
)
|
|
10.2
|
|
|
11.0
|
|
Time charter equivalent revenue
(5)
|
62,760
|
|
|
30,737
|
|
|
32,992
|
|
|
53,477
|
|
|
39,674
|
|
(1)
|
Knightsbridge classified its only remaining VLCC as 'held for sale' as of December 31, 2012 and this vessel was sold during 2013. The operations of Knightsbridge's VLCCs have been recorded as discontinued operations in all periods shown above.
|
(2)
|
Equity to assets ratio is calculated as total equity divided by total assets.
|
(3)
|
Debt to equity ratio is calculated as total interest bearing current and long-term liabilities divided by total equity.
|
(4)
|
Price earnings ratio is calculated using the year end share price divided by basic (loss) earnings per share.
|
(5)
|
A reconciliation of time charter equivalent revenues to total operating revenues as reflected in the consolidated statements of operation is as follows:
|
|
2014
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
2010
|
|
(in thousands of $)
|
|
|
|
|
|
|
|
|
|
|||||
Total operating revenues
|
96,715
|
|
|
37,546
|
|
|
37,315
|
|
|
55,497
|
|
|
40,825
|
|
Less: Voyage expense
|
(33,955
|
)
|
|
(6,809
|
)
|
|
(4,323
|
)
|
|
(2,020
|
)
|
|
(1,151
|
)
|
Time charter equivalent revenue
|
62,760
|
|
|
30,737
|
|
|
32,992
|
|
|
53,477
|
|
|
39,674
|
|
•
|
an absence of financing for vessels;
|
•
|
extremely low charter rates, particularly for vessels employed in the spot market;
|
•
|
widespread loan covenant defaults in the dry bulk shipping industry; and
|
•
|
declaration of bankruptcy by some operators and ship owners as well as charterers.
|
•
|
supply and demand for energy resources, commodities, semi-finished and finished consumer and industrial products;
|
•
|
changes in the exploration or production of energy resources, commodities, semi-finished and finished consumer and industrial products;
|
•
|
the location of regional and global exploration, production and manufacturing facilities;
|
•
|
the location of consuming regions for energy resources, commodities, semi-finished and finished consumer and industrial products;
|
•
|
the globalization of production and manufacturing;
|
•
|
global and regional economic and political conditions, including armed conflicts and terrorist activities, embargoes and strikes;
|
•
|
developments in international trade;
|
•
|
changes in seaborne and other transportation patterns, including the distance cargo is transported by sea;
|
•
|
environmental and other regulatory developments;
|
•
|
currency exchange rates, and
|
•
|
weather.
|
•
|
number of newbuilding deliveries;
|
•
|
port and canal congestion;
|
•
|
scrapping of older vessels;
|
•
|
slow steaming;
|
•
|
vessel casualties; and
|
•
|
number of vessels that are out of service.
|
•
|
a marine disaster,
|
•
|
terrorism,
|
•
|
environmental accidents,
|
•
|
cargo and property losses and damage, and
|
•
|
business interruptions caused by mechanical failure, human error, war, terrorism, piracy, political action in various countries, labor strikes, or adverse weather conditions.
|
•
|
we may not be able to employ our vessels at charter rates as favorable to us as historical rates or at all or operate our vessels profitably; and
|
•
|
the market value of our vessels could decrease, which may cause us to recognize losses if any of our vessels are sold or if their values are impaired.
|
•
|
pay dividends and make capital expenditures if we do not repay amounts drawn under our credit facilities or if there is another default under our credit facilities;
|
•
|
incur additional indebtedness, including the issuance of guarantees;
|
•
|
create liens on our assets;
|
•
|
change the flag, class or management of our vessels or terminate or materially amend the management agreement relating to each vessel;
|
•
|
sell our vessels;
|
•
|
merge or consolidate with, or transfer all or substantially all our assets to, another person; or
|
•
|
enter into a new line of business.
|
•
|
fail to realize anticipated benefits, such as cost savings or cash flow enhancements;
|
•
|
incur or assume unanticipated liabilities, losses or costs associated with any vessels or businesses acquired, particularly if any vessel we acquire proves not to be in good condition;
|
•
|
be unable to hire, train or retain qualified shore and seafaring personnel to manage and operate our growing business and fleet;
|
•
|
decrease our liquidity by using a significant portion of available cash or borrowing capacity to finance acquisitions;
|
•
|
significantly increase our interest expense or financial leverage if we incur debt to finance acquisitions; or
|
•
|
incur other significant charges, such as impairment of goodwill or other intangible assets, asset devaluation or restructuring charges.
|
•
|
general economic and market conditions affecting the shipping industry;
|
•
|
competition from other shipping companies;
|
•
|
types and sizes of vessels;
|
•
|
the availability of other modes of transportations;
|
•
|
cost of newbuildings;
|
•
|
shipyard capacity;
|
•
|
governmental or other regulations;
|
•
|
age of vessels;
|
•
|
prevailing level of charter rates;
|
•
|
the need to upgrade secondhand and previously owned vessels as a result of charterer requirements, and
|
•
|
technological advances in vessel design or equipment or otherwise.
|
(in thousands of $)
|
|
2014
|
|
|
2013
|
|
|
2012
|
|
Total operating revenues – dry bulk carrier market
|
|
96,715
|
|
|
37,546
|
|
|
37,315
|
|
•
|
on-board installation of automatic identification systems to provide a means for the automatic transmission of safety-related information from among similarly equipped ships and shore stations, including information on a ship's identity, position, course, speed and navigational status;
|
•
|
on-board installation of ship security alert systems, which do not sound on the vessel but only alert the authorities on shore;
|
•
|
the development of vessel security plans;
|
•
|
ship identification number to be permanently marked on a vessel's hull;
|
•
|
a continuous synopsis record kept onboard showing a vessel's history, including the name of the ship, the state whose flag the ship is entitled to fly, the date on which the ship was registered with that state, the ship's identification number, the port at which the ship is registered and the name of the registered owner(s) and their registered address; and
|
•
|
compliance with flag state security certification requirements.
|
Vessel
|
|
Built
|
|
Approximate DWT
|
|
Flag
|
|
Type of Employment
|
|
|
|
|
|
|
|
|
|
Capesize - owned tonnage
|
||||||||
Battersea
(1)
|
|
2009
|
|
169,500
|
|
MI
|
|
Spot related time charter
|
Belgravia
(1)
|
|
2009
|
|
169,500
|
|
MI
|
|
Spot market
|
Golden Future
(1)
|
|
2010
|
|
176,000
|
|
HK
|
|
Spot related time charter
|
Golden Zhejiang
(1)
|
|
2010
|
|
176,000
|
|
HK
|
|
Spot related time charter
|
KSL China
(1)
|
|
2013
|
|
179,000
|
|
MI
|
|
Spot market
|
KSL Salvador
|
|
2014
|
|
181,000
|
|
HK
|
|
Spot market
|
KSL San Francisco
|
|
2014
|
|
181,000
|
|
HK
|
|
Spot related time charter with RWE
|
KSL Santiago
|
|
2014
|
|
181,000
|
|
HK
|
|
Spot related time charter with RWE
|
KSL Santos
|
|
2014
|
|
181,000
|
|
HK
|
|
Spot market
|
KSL Sapporo
|
|
2014
|
|
181,000
|
|
HK
|
|
Spot market
|
KSL Seattle
|
|
2014
|
|
181,000
|
|
HK
|
|
Spot market
|
KSL Singapore
|
|
2014
|
|
181,000
|
|
HK
|
|
Spot market
|
KSL Sydney
|
|
2014
|
|
181,000
|
|
HK
|
|
Spot market
|
KSL Sakura
|
|
2015
|
|
181,000
|
|
HK
|
|
Spot market
|
Golden Kathrine
|
|
2015
|
|
182,500
|
|
HK
|
|
Spot market
|
KSL Seoul
|
|
2015
|
|
181,000
|
|
HK
|
|
Spot related time charter with RWE
|
KSL Seville
|
|
2015
|
|
181,000
|
|
HK
|
|
Spot market
|
KSL Stockholm
|
|
2015
|
|
181,000
|
|
HK
|
|
Spot related time charter with RWE
|
|
|
|
|
|
|
|
|
|
Capesize - newbuilding
|
||||||||
KSL Aso
|
|
2015
|
|
180,000
|
|
n/a
|
|
n/a
|
KSL Atlantic
(2)
|
|
2015
|
|
180,000
|
|
n/a
|
|
n/a
|
KSL Baltic
(2)
|
|
2015
|
|
180,000
|
|
n/a
|
|
n/a
|
KSL Barnet
|
|
2015
|
|
180,000
|
|
n/a
|
|
n/a
|
KSL Bexley
|
|
2015
|
|
180,000
|
|
n/a
|
|
n/a
|
KSL Caribbean
(2) (3)
|
|
2015
|
|
180,000
|
|
n/a
|
|
n/a
|
KSL Finsbury
|
|
2015
|
|
180,000
|
|
n/a
|
|
n/a
|
KSL Fulham
|
|
2015
|
|
180,000
|
|
n/a
|
|
n/a
|
KSL Shanghai
|
|
2015
|
|
180,000
|
|
n/a
|
|
n/a
|
KSL Cirrus
|
|
2016
|
|
180,000
|
|
n/a
|
|
n/a
|
KSL Savannah
|
|
2016
|
|
180,000
|
|
n/a
|
|
n/a
|
KSL Arcus
|
|
2016
|
|
180,000
|
|
n/a
|
|
n/a
|
KSL Calvus
(4)
|
|
2016
|
|
180,000
|
|
n/a
|
|
n/a
|
KSL Cumulus
|
|
2016
|
|
180,000
|
|
n/a
|
|
n/a
|
KSL Fractus
(4)
|
|
2016
|
|
180,000
|
|
n/a
|
|
n/a
|
KSL Incus
(4)
|
|
2016
|
|
180,000
|
|
n/a
|
|
n/a
|
KSL Mediterranean
(2)
|
|
2016
|
|
180,000
|
|
n/a
|
|
n/a
|
KSL Nimbus
|
|
2016
|
|
180,000
|
|
n/a
|
|
n/a
|
KSL Radiatus
(4)
|
|
2016
|
|
180,000
|
|
n/a
|
|
n/a
|
|
|
|
|
|
|
|
|
|
Newcastlemax - newbuilding
|
||||||||
KSL Scape
(3)
|
|
2015
|
|
210,000
|
|
n/a
|
|
n/a
|
KSL Swift
(3)
|
|
2015
|
|
210,000
|
|
n/a
|
|
n/a
|
1.
|
In April 2015, the Company agreed to a sale and lease back transaction for this vessel with Ship Finance.
|
2.
|
In April 2015, the Company agreed to sell this newbuilding vessel following the completion of construction its delivery to the Company.
|
3.
|
In April 2015, the Company agreed to a delay in the delivery date from 2015 to 2016. This will also result in an extension in the payment profile of newbuilding installments.
|
4.
|
In April 2015, the Company agreed to a delay in the delivery date from 2016 to 2017. This will also result in an extension in the payment profile of newbuilding installments.
|
Golden Eclipse
(12)
|
|
2010
|
|
79,600
|
|
HK
|
|
Time charter
|
|
|
|
|
|
|
|
|
|
Supramax - owned
|
||||||||
Golden Aries
|
|
2015
|
|
63,800
|
|
HK
|
|
Spot market
|
Golden Cecilie
|
|
2015
|
|
60,000
|
|
HK
|
|
Spot market
|
Golden Cathrine
|
|
2015
|
|
60,000
|
|
HK
|
|
Spot market
|
Golden Gemini
|
|
2015
|
|
63,800
|
|
HK
|
|
Spot market
|
|
|
|
|
|
|
|
|
|
Supramax - chartered in
|
||||||||
Golden Hawk
|
|
2015
|
|
58,000
|
|
PA
|
|
Spot market
|
|
|
|
|
|
|
|
|
|
Supramax - newbuildings
|
||||||||
Golden Taurus
|
|
2015
|
|
63,800
|
|
n/a
|
|
n/a
|
Golden Leo
|
|
2016
|
|
63,800
|
|
n/a
|
|
n/a
|
Golden Libra
|
|
2016
|
|
63,800
|
|
n/a
|
|
n/a
|
Golden Virgo
|
|
2016
|
|
63,800
|
|
n/a
|
|
n/a
|
1.
|
In April 2015, the Company agreed to sell this vessel with expected delivered to the buyer by the end of June 2015.
|
2.
|
In April 2015, the Company agreed to a sale and lease back transaction for this vessel with Ship Finance.
|
3.
|
This vessel is owned through a joint venture with ST Shipping and Transportation Pte Ltd.
|
4.
|
The time charter expires in May 2015.
|
5.
|
The time charter expires in November 2016.
|
6.
|
The time charter expires in August 2017.
|
7.
|
This vessel is chartered in on a bareboat charter expiring in September 2016 and is recorded as a vessel under capital lease.
|
8.
|
This vessel is chartered in on a time charter with earliest re-delivery in June 2015, which is recorded as an operating lease.
|
9.
|
The time charter expires in December 2021.
|
10.
|
The time charter expires in October 2020.
|
11.
|
The time charter expires in November 2020.
|
12.
|
This vessel is chartered in on a bareboat charter expiring in February 2020 and is recorded as a vessel under capital lease. The time charter-out expires in February 2020.
|
Vessel
|
|
Built
|
|
Approximate
Dwt
|
|
|
Carrying Value
($ millions)
|
|
Belgravia
(1)
|
|
2009
|
|
169,500
|
|
|
67.2
|
|
Battersea
(1)
|
|
2009
|
|
169,500
|
|
|
71.3
|
|
Golden Future
(1)
|
|
2010
|
|
176,000
|
|
|
60.4
|
|
Golden Zhejiang
(1)
|
|
2010
|
|
176,000
|
|
|
53.2
|
|
KSL China
(1)
|
|
2013
|
|
179,000
|
|
|
61.4
|
|
KSL Seattle
|
|
2014
|
|
181,000
|
|
|
68.1
|
|
KSL Singapore
|
|
2014
|
|
181,000
|
|
|
68.1
|
|
KSL Sapporo
|
|
2014
|
|
181,000
|
|
|
68.4
|
|
KSL Salvador
|
|
2014
|
|
181,000
|
|
|
69.3
|
|
KSL San Francisco
|
|
2014
|
|
181,000
|
|
|
65.7
|
|
KSL Santos
|
|
2014
|
|
181,000
|
|
|
65.6
|
|
KSL Sydney
|
|
2014
|
|
181,000
|
|
|
68.8
|
|
KSL Santiago
|
|
2014
|
|
181,000
|
|
|
65.2
|
|
1.
|
In April 2015, the Company agreed to a sale and lease back transaction for this vessel with Ship Finance.
We believe that the basic charter-free market value for each of these vessels is lower than its carrying value and that the aggregate carrying value of these vessels exceeds their aggregate basic charter-free market value by approximately $104.2 million.
|
•
|
operating revenues;
|
•
|
gains (losses) from the sale of assets;
|
•
|
voyage expenses and commissions;
|
•
|
vessel operating expenses;
|
•
|
impairment losses on vessels;
|
•
|
provisions for uncollectible receivables;
|
•
|
administrative expenses;
|
•
|
depreciation;
|
•
|
interest expense; and
|
•
|
discontinued operations.
|
•
|
obtain the charterer's consent to us as the new owner;
|
•
|
obtain the charterer's consent to a new technical manager;
|
•
|
in some cases, obtain the charterer's consent to a new flag for the vessel;
|
•
|
arrange for a new crew for the vessel;
|
•
|
replace all hired equipment on board, such as gas cylinders and communication equipment;
|
•
|
negotiate and enter into new insurance contracts for the vessel through our own insurance brokers;
|
•
|
register the vessel under a flag state and perform the related inspections in order to obtain new trading certificates from the flag state;
|
•
|
implement a new planned maintenance program for the vessel; and
|
•
|
ensure that the new technical manager obtains new certificates for compliance with the safety and vessel security regulations of the flag state.
|
(in thousands of $)
|
|
2014
|
|
|
2013
|
|
|
% Change
|
|
Time charter revenues
|
|
22,656
|
|
|
27,677
|
|
|
(18.1
|
)
|
Voyage charter revenues
|
|
53,706
|
|
|
9,869
|
|
|
444.2
|
|
Other operating income
|
|
20,353
|
|
|
—
|
|
|
—
|
|
Total operating revenues
|
|
96,715
|
|
|
37,546
|
|
|
157.6
|
|
•
|
An increase in revenues of $41.4 million, which resulted from the delivery of eight newbuildings in 2014 (
KSL Seattle
and
KSL Singapore
were delivered in May;
KSL Sapporo
and
KSL Sydney
were delivered in June and July, respectively;
KSL Salvador
and
KSL Santiago
were delivered in September and
KSL San Francisco
and
KSL Santos
were delivered in October) and the delivery of
Bulk China
(renamed
KSL China
), purchased from Karpasia, in April 2014, all of which commenced trading in the spot market upon delivery.
|
•
|
An increase in revenues of $5.5 million from the
Belgravia
, which commenced trading in the spot market during the second half of 2014 following its redelivery from time charter.
|
•
|
$17.5 million received in respect of a claim for unpaid charter hire and damages for early termination of the time charter for the
Golden Zhejiang
. Knightsbridge also received $1.9 million in this respect and this amount was recorded as time charter revenue as it related to unrecognized time charter revenue in respect of services previously rendered.
|
•
|
$0.3 million received in respect of a claim for unpaid charter hire and damages for early termination of the time charter for the
Battersea
, and
|
•
|
$2.6 million received as settlement for the early charter termination of a time charter for the
Belgravia
.
|
(in thousands of $)
|
|
2014
|
|
|
2013
|
|
|
% Change
|
Voyage expenses and commission
|
|
33,955
|
|
|
6,809
|
|
|
398.7
|
Ship operating expenses
|
|
18,676
|
|
|
7,897
|
|
|
136.5
|
Administrative expenses
|
|
5,037
|
|
|
4,937
|
|
|
2.0
|
Depreciation
|
|
19,561
|
|
|
11,079
|
|
|
76.6
|
Total operating expenses
|
|
77,229
|
|
|
30,722
|
|
|
151.4
|
•
|
An increase $25.6 million, which resulted from the delivery of eight newbuildings in 2014 (
KSL Seattle
and
KSL Singapore
were delivered in May;
KSL Sapporo
and
KSL Sydney
were delivered in June and July, respectively;
KSL Salvador
and
KSL Santiago
were delivered in September and
KSL San Francisco
and
KSL Santos
were delivered in October) and the delivery of
Bulk China
(renamed
KSL China
), purchased from Karpasia, in April 2014, all of which commenced trading in the spot market upon delivery.
|
•
|
An increase of $3.1 million from
Belgravia
, which commenced trading in the spot market during the second half of 2014 following its redelivery from time charter.
|
(in thousands of $)
|
|
2014
|
|
|
2013
|
|
|
% Change
|
|
Interest income
|
|
29
|
|
|
41
|
|
|
(29.3
|
)
|
Interest expense
|
|
(2,525
|
)
|
|
(2,827
|
)
|
|
(10.7
|
)
|
Other financial items
|
|
(737
|
)
|
|
(508
|
)
|
|
45.1
|
|
Net other expenses
|
|
(3,233
|
)
|
|
(3,294
|
)
|
|
(1.9
|
)
|
•
|
An increase in bank loan interest expense of $2.2 million, which resulted from $270.0 million of additional borrowings in connection with Knightsbridge's newbuilding program.
|
•
|
An increase in commitment fees of $1.3 million resulting from an increase in committed, undrawn loan facilities.
|
(in thousands of $)
|
|
2014
|
|
|
2013
|
|
|
% Change
|
|
Net loss from discontinued operations
|
|
(258
|
)
|
|
(7,433
|
)
|
|
(96.5
|
)
|
(in thousands of $)
|
|
2013
|
|
|
2012
|
|
|
% Change
|
|
Time charter revenues
|
|
27,677
|
|
|
35,046
|
|
|
(21.0
|
)
|
Voyage charter revenues
|
|
9,869
|
|
|
2,269
|
|
|
334.9
|
|
Total operating revenues
|
|
37,546
|
|
|
37,315
|
|
|
0.6
|
|
•
|
A decrease in revenues of $4.5 million from the
Battersea
, which commenced trading in the spot market upon redelivery from time charter in April 2013.
|
•
|
A decrease of $6.3 million in
Golden Future
revenues as a result of the reduced daily rate of the new time charter, which commenced in January 2013.
|
•
|
A decrease in revenues of $0.4 million from the
Belgravia
as a result of the daily rate reduction in March 2012 from $52,670 to $46,412 per day.
|
(in thousands of $)
|
|
2013
|
|
|
2012
|
|
|
% Change
|
|
Voyage expenses and commission
|
|
6,809
|
|
|
4,323
|
|
|
57.5
|
|
Ship operating expenses
|
|
7,897
|
|
|
7,608
|
|
|
3.8
|
|
Administrative expenses
|
|
4,937
|
|
|
4,259
|
|
|
15.9
|
|
Depreciation
|
|
11,079
|
|
|
11,117
|
|
|
(0.3
|
)
|
Total operating expenses
|
|
30,722
|
|
|
27,307
|
|
|
12.5
|
|
(in thousands of $)
|
|
2013
|
|
|
2012
|
|
|
% Change
|
|
Interest income
|
|
41
|
|
|
106
|
|
|
(61.3
|
)
|
Interest expense
|
|
(2,827
|
)
|
|
(3,765
|
)
|
|
(24.9
|
)
|
Other financial items
|
|
(508
|
)
|
|
(467
|
)
|
|
8.8
|
|
Net other expenses
|
|
(3,294
|
)
|
|
(4,126
|
)
|
|
(20.2
|
)
|
(in thousands of $)
|
|
2013
|
|
|
2012
|
|
|
% Change
|
|
Net loss from discontinued operations
|
|
(7,433
|
)
|
|
(59,311
|
)
|
|
(87.5
|
)
|
|
Payment due by period
|
|||||||||||||
|
|
|
Less than
|
|
|
|
|
|
|
More than
|
|
|||
(in thousands of $)
|
Total
|
|
|
one year
|
|
|
1-3 years
|
|
|
3-5 years
|
|
|
5 years
|
|
Debt
(1)
|
363,500
|
|
|
19,812
|
|
|
153,188
|
|
|
190,500
|
|
|
—
|
|
Newbuilding installments
|
548,653
|
|
|
548,653
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Total contractual cash obligations
|
912,153
|
|
|
568,465
|
|
|
153,188
|
|
|
190,500
|
|
|
—
|
|
Name
|
|
Age
|
|
Position
|
Ola Lorentzon
|
|
65
|
|
Director and Chairman
|
Hans Petter Aas
|
|
69
|
|
Director and Audit Committee member
|
Herman Billung
|
|
57
|
|
Director and Chief Executive Officer of Golden Ocean Management AS
|
Robert D. Somerville
|
|
71
|
|
Director
|
David M. White
|
|
74
|
|
Director and Audit Committee Chairman
|
Gert-Jan van der Akker
|
|
55
|
|
Director
|
Kate Blankenship
|
|
50
|
|
Director and Audit Committee member
|
John Fredriksen
|
|
70
|
|
Director
|
Birgitte Ringstad Vartdal
|
|
38
|
|
Chief Financial Officer of Golden Ocean Management AS
|
Georgina Sousa
|
|
65
|
|
Company Secretary
|
|
|
Number of units
|
|||||||||
|
|
Directors
|
|
|
Management companies
|
|
|
Total
|
|
|
Fair value
|
Units outstanding as of December 31, 2011
|
|
76,164
|
|
|
76,168
|
|
|
152,332
|
|
|
$13.67
|
Settled
|
|
(9,857
|
)
|
|
(9,857
|
)
|
|
(19,714
|
)
|
|
$13.63
|
Units outstanding as of December 31, 2012
|
|
66,307
|
|
|
66,311
|
|
|
132,618
|
|
|
$5.25
|
Granted
|
|
47,238
|
|
|
47,238
|
|
|
94,476
|
|
|
$6.74
|
Settled
|
|
(25,388
|
)
|
|
(25,388
|
)
|
|
(50,776
|
)
|
|
$9.65
|
Units outstanding as of December 31, 2013
|
|
88,157
|
|
|
88,161
|
|
|
176,318
|
|
|
$9.19
|
Granted
|
|
27,555
|
|
|
27,556
|
|
|
55,111
|
|
|
$9.48
|
Settled
|
|
(41,134
|
)
|
|
(41,136
|
)
|
|
(82,270
|
)
|
|
$9.32
|
Units outstanding as of December 31, 2014
|
|
74,578
|
|
|
74,581
|
|
|
149,159
|
|
|
$4.53
|
•
|
The Board is currently comprised by a majority of independent directors. Under Bermuda law, we are not required to have a majority of independent directors and cannot assure you that we will continue to do so.
|
•
|
In lieu of holding regular meetings at which only independent directors are present, the entire Board may hold regular meetings as is consistent with Bermuda law.
|
•
|
In lieu of a nomination committee comprised of independent directors, the Board is responsible for identifying and recommending potential candidates to become board members and recommending directors for appointment to board committees. Shareholders are permitted to identify and recommend potential candidates to become board members, but pursuant to the Amended and Restated Bye-Laws, directors are elected by the shareholders in duly convened annual or special general meetings.
|
•
|
In lieu of a compensation committee comprised of independent directors, the Board is responsible for establishing the executive officers' compensation and benefits. Under Bermuda law, compensation of the executive officers is not required to be determined by an independent committee.
|
•
|
In lieu of obtaining an independent review of related party transactions for conflicts of interests, consistent with Bermuda law requirements, our Amended and Restated Bye-Laws do not prohibit any director from being a party to, or otherwise interested in, any transaction or arrangement with us or in which we are otherwise interested, provided that the director makes proper disclosure of same as required by the Amended and Restated Bye-Laws and Bermuda law.
|
•
|
Prior to the issuance of securities, we are required to obtain the consent of the Bermuda Monetary Authority as required by law. We have obtained blanket consent from the Bermuda Monetary Authority for the issue and transfer of our securities provided that such securities remain listed on a recognized stock exchange.
|
•
|
Pursuant to NASDAQ corporate governance rules and as a foreign private issuer, we are not required to solicit proxies or provide proxy statements to NASDAQ. Bermuda law does not require that we solicit proxies or provide proxy statements to NASDAQ. Consistent with Bermuda law and as provided in the Amended and Restated Bye-Laws, we are also required to notify our shareholders of meetings no less than five days before the meeting. Our Amended and Restated Bye-Laws also provide that shareholders may designate a proxy to act on their behalf.
|
Director or Officer
|
Common Shares of $0.01 each
|
|
Percentage of Common Shares Outstanding
|
|
Unvested RSUs
(1)
|
|
Ola Lorentzon
|
31,688
|
|
(2)
|
|
18,063
|
|
Hans Petter Aas
|
23,765
|
|
(2)
|
|
13,551
|
|
Herman Billung
(3)
|
13,749
|
|
(2)
|
|
—
|
|
Robert D. Somerville
|
607
|
|
(2)
|
|
6,738
|
|
David M. White
|
23,765
|
|
(2)
|
|
13,551
|
|
Gert-Jan van der Akker
|
—
|
|
—
|
|
—
|
|
Kate Blankenship
(4)
|
28,322
|
|
(2)
|
|
—
|
|
John Fredriksen
(5)
|
—
|
|
—
|
|
—
|
|
Birgitte Ringstad Vartdal
(6)
|
8,249
|
|
(2)
|
|
—
|
|
Georgina Sousa
|
—
|
|
—
|
|
—
|
|
1.
|
All vested RSUs have been settled.
|
2.
|
Less than 1%.
|
3.
|
Herman Billung owned 100,000 shares in the Former Golden Ocean and received 13,749 of our shares at the time of the completion of the Merger. In addition, Mr. Billung held 550,000 options in the Former Golden Ocean, which were converted into 75,620 options in us at the time of the completion of the Merger.
|
4.
|
Kate Blankenship owned 206,000 shares in the Former Golden Ocean and received 28,322 of our shares at the time of the completion of the Merger. In addition, Kate Blankenship held 75,000 options in the Former Golden Ocean, which were converted into 10,312 options in us at the time of the completion of the Merger.
|
5.
|
Hemen, a company indirectly controlled by trusts established by Mr. John Fredriksen for the benefit of his immediate family, and certain of its affiliates, including Frontline 2012, currently owns 105,852,260 of our shares. In addition, Franklin Enterprises Inc., or Franklin, a company indirectly controlled by trusts established by Mr. John Fredriksen for the benefit of his immediate family, owns $74.8 million of the Convertible Bond in the Former Golden Ocean, which was assumed by us at the time of completion of the Merger and this holding is convertible into 3,753,135 of our shares, or the Bond Shares, at an exercise price of $19.93 per share. In addition, Mr. John Fredriksen held 1,000,000 options in the Former Golden Ocean, which were converted into 137,490 options in us at the time of the completion of the Merger.
|
6.
|
Birgitte Ringstad Vartdal owned 60,000 shares in the Former Golden Ocean and received 8,249 of our shares at the time of the completion of the Merger. In addition, Birgitte Ringstad Vartdal held 400,000 options in the Former Golden Ocean, which were converted into 54,996 options in us at the time of the completion of the Merger.
|
Owner
|
Number of shares owned
|
|
Percentage owned
(1)
|
|
Hemen Holding Limited
(2)
|
109,605,395
|
|
62
|
%
|
•
|
the General Manager commits a material breach under the Amended General Management Agreement, and such breach remains unremedied for 30 days;
|
•
|
any material consent, authorization, license, approval or similar requirement for the General Manager's activities as such is modified, terminated, revoked or expires;
|
•
|
it becomes unlawful for the General Manager to perform the services to be provided under the terms of the Amended General Management Agreement; or
|
•
|
the General Manager ceases to be a wholly-owned subsidiary of Frontline.
|
(in thousands of $)
|
|
2014
|
|
|
2013
|
|
|
2012
|
|
ICB Shipping (Bermuda) Ltd
|
|
2,315
|
|
|
2,315
|
|
|
2,315
|
|
Frontline Management (Bermuda) Ltd
|
|
2,962
|
|
|
154
|
|
|
—
|
|
The Former Golden Ocean
|
|
1,034
|
|
|
408
|
|
|
533
|
|
Seateam Management Pte Ltd
|
|
562
|
|
|
228
|
|
|
208
|
|
(in thousands of $)
|
|
|
|
2014
|
|
|
2013
|
|
Frontline 2012 Ltd
|
|
|
|
38
|
|
|
—
|
|
Seateam Management Pte Ltd
|
|
|
|
411
|
|
|
108
|
|
Frontline Management (Bermuda) Ltd
|
|
|
|
—
|
|
|
9
|
|
Frontline Ltd
|
|
|
|
—
|
|
|
11
|
|
|
|
|
|
449
|
|
|
128
|
|
(in thousands of $)
|
|
|
|
2014
|
|
|
2013
|
|
The Former Golden Ocean
|
|
|
|
356
|
|
|
158
|
|
Frontline Management (Bermuda) Ltd
|
|
|
|
1,558
|
|
|
—
|
|
ICB Shipping (Bermuda) Ltd
|
|
|
|
579
|
|
|
—
|
|
Frontline Ltd
|
|
|
|
62
|
|
|
—
|
|
|
|
|
|
2,555
|
|
|
158
|
|
Fiscal year ended December 31,
|
High
|
|
|
Low
|
|
||
2014
|
|
$16.32
|
|
|
|
$3.57
|
|
2013
|
|
$10.69
|
|
|
|
$5.31
|
|
2012
|
|
$15.81
|
|
|
|
$4.94
|
|
2011
|
|
$25.80
|
|
|
|
$13.50
|
|
2010
|
|
$24.49
|
|
|
|
$13.36
|
|
Fiscal year ended December 31, 2014
|
High
|
|
|
Low
|
|
||
First quarter
|
|
$14.85
|
|
|
|
$8.51
|
|
Second quarter
|
|
$16.32
|
|
|
|
$11.13
|
|
Third quarter
|
|
$14.70
|
|
|
|
$8.66
|
|
Fourth quarter
|
|
$9.24
|
|
|
|
$3.57
|
|
|
|
|
|
||||
Fiscal year ended December 31, 2013
|
High
|
|
|
Low
|
|
||
First quarter
|
|
$8.33
|
|
|
|
$5.31
|
|
Second quarter
|
|
$8.30
|
|
|
|
$6.10
|
|
Third quarter
|
|
$10.69
|
|
|
|
$6.75
|
|
Fourth quarter
|
|
$10.42
|
|
|
|
$7.21
|
|
Month
|
High
|
|
|
Low
|
|
||
April 2015 (through April 20)
|
|
$5.90
|
|
|
|
$4.36
|
|
March 2015
|
|
$5.29
|
|
|
|
$3.98
|
|
February 2015
|
|
$5.15
|
|
|
|
$4.02
|
|
January 2015
|
|
$5.69
|
|
|
|
$3.88
|
|
December 2014
|
|
$5.70
|
|
|
|
$3.57
|
|
November 2014
|
|
$8.74
|
|
|
|
$5.56
|
|
October 2014
|
|
$9.24
|
|
|
|
$5.79
|
|
i.
|
It is organized in a "qualified foreign country", which is one that grants an equivalent exemption from taxation to corporations organized in the United States in respect of the shipping income for which exemption is being claimed under Section 883, and which we refer to as the "country of organization requirement"; and
|
ii.
|
It can satisfy any one of the following two ownership requirements for more than half the days during the taxable year:
|
•
|
our stock is "primarily and regularly" traded on an established securities market located in the United States or a qualified foreign country, which we refer to as the "Publicly-Traded Test"; or
|
•
|
more than 50% of our stock, in terms of value, is beneficially owned by any combination of one or more individuals who are residents of a qualified foreign country or foreign corporations that satisfy the country of organization requirement and the Publicly-Traded Test.
|
•
|
at least 75% of our gross income for such taxable year consists of passive income (e.g., dividends, interest, capital gains and rents derived other than in the active conduct of a rental business); or
|
•
|
at least 50% of the average value of the assets held by us during such taxable year produce, or are held for the production of, passive income.
|
•
|
the excess distribution or gain would be allocated ratably over the Non-Electing United States Holders' aggregate holding period for the common shares;
|
•
|
the amount allocated to the current taxable year and any taxable years before we became a PFIC would be taxed as ordinary income; and
|
•
|
the amount allocated to each of the other taxable years would be subject to tax at the highest rate of tax in effect for the applicable class of tax payer for that year, and an interest charge for the deemed tax deferral benefit would be imposed with respect to the resulting tax attributable to each such other taxable year.
|
•
|
fails to provide an accurate tax payer identification number;
|
•
|
is notified by the IRS that he has failed to report all interest or dividends required to be shown on his United States federal income tax returns; or
|
•
|
in certain circumstances, fails to comply with applicable certification requirements.
|
•
|
Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;
|
•
|
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of the Company's management and directors; and
|
•
|
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
|
(in thousands of $)
|
2014
|
|
|
2013
|
|
Audit Fees (a)
|
640
|
|
|
379
|
|
Audit-Related Fees (b)
|
—
|
|
|
—
|
|
Tax Fees (c)
|
—
|
|
|
—
|
|
All Other Fees (d)
|
—
|
|
|
—
|
|
Total
|
640
|
|
|
379
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number
|
|
Description of Exhibit
|
|
|
|
|
|
1.1
|
|
Memorandum of Association, as amended
(1)
|
|
|
|
|
|
1.2
|
|
Certificate of Name Change
|
|
|
|
|
|
1.3
|
|
Certificate of Change of Share Capital
|
|
|
|
|
|
1.4
|
|
Amended and Restated Bye-Laws
|
|
|
|
|
|
4.1
|
|
2010 Equity Incentive Plan
(2)
|
|
|
|
|
|
4.2
|
|
Registration Rights Agreement by and between Knightsbridge, Frontline 2012 Ltd. and Hemen Holding Limited, dated April 23, 2014
(3)
|
|
|
|
|
|
4.3
|
|
Acquisition Agreement between Frontline 2012 Ltd. and Knightsbridge, dated April 3, 2014
(3)
|
|
|
|
|
|
4.4
|
|
Memorandum of Agreement between Karpasia Shipping Inc. and KTL Bromley Inc., dated April 3, 2014
(3)
|
|
|
|
|
|
4.5
|
|
Subscription and Settlement Agreement by and between Knightsbridge, KTL Bromley Inc., Karpasia Shipping Inc. and Hemen Holding Limited, dated April 3, 2014
(3)
|
|
|
|
|
|
4.6
|
|
Second Registration Rights Agreement by and between Knightsbridge and Frontline 2012 Ltd., dated September 15, 2014
(4)
|
|
|
|
|
|
4.7
|
|
Registration Rights Agreement by and between Knightsbridge and Frontline 2012 Ltd., dated March 16, 2015
(5)
|
|
|
|
|
|
4.8
|
|
Acquisition Agreement between Frontline 2012 Ltd. and Knightsbridge, dated September 15, 2014
(4)
|
|
|
|
|
|
4.9
|
|
Addendum to Acquisition Agreement between Frontline 2012 Ltd. and Knightsbridge, dated March 13, 2015
(5)
|
|
|
|
|
|
4.10
|
|
Agreement and Plan of Merger dated as of October 7, 2014 between Knightsbridge Shipping Limited and Golden Ocean Group Limited
(6)
|
|
|
|
|
|
8.1
|
|
Significant Subsidiaries
|
|
|
|
|
|
12.1
|
|
Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.
|
|
|
|
|
|
12.2
|
|
Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.
|
|
|
|
|
|
13.1
|
|
Principal Executive Officer Certifications pursuant to 18 U.S.C. Section 1350 as adopted, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
13.2
|
|
Principal Financial Officer Certifications pursuant to 18 U.S.C. Section 1350 as adopted, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
15.1
|
|
Consent of Independent Registered Public Accounting Firm
|
|
|
|
|
|
101.
|
|
INS XBRL Instance Document
|
|
|
|
|
|
101.
|
|
SCH XBRL Taxonomy Extension Schema
|
|
|
|
|
|
101.
|
|
CAL XBRL Taxonomy Extension Schema Calculation Linkbase
|
|
|
|
|
|
101.
|
|
DEF XBRL Taxonomy Extension Schema Definition Linkbase
|
|
|
|
|
|
101.
|
|
LAB XBRL Taxonomy Extension Schema Label Linkbase
|
|
|
|
|
|
101.
|
|
PRE XBRL Taxonomy Extension Schema Presentation Linkbase
|
|
|
|
|
|
(1
|
)
|
|
Incorporated by reference to our Registration Statement on Form F-3 (File No. 333-164007) filed with the Commission on December 24, 2009.
|
|
|
|
|
(2
|
)
|
|
Incorporated by reference to Exhibit No. 2 of our Report on Form 6-K filed September 27, 2010.
|
|
|
|
|
(3
|
)
|
|
Incorporated by reference to the Schedule 13D (File No. 005-50787) filed with the Commission on May 5, 2014.
|
|
|
|
(4
|
)
|
|
Incorporated by reference to the Schedule 13D/A (File No. 005-50787) filed with the Commission on October 9, 2014.
|
|
|
|
|
(5
|
)
|
|
Incorporated by reference to our Registration Statement on Form F-3 (File No. 333-203035) filed with the Commission on March 26, 2015.
|
|
|
|
|
(6
|
)
|
|
Incorporated by reference to Appendix A of our Registration Statement on Form F-4 (File No. 333-200319), declared effective by the Commission on February 25, 2015.
|
/s/ Birgitte Ringstad Vartdal
|
|
Birgitte Ringstad Vartdal
|
|
Principal Financial Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2014
|
|
|
2013
|
|
|
2012
|
|
|||
Operating revenues
|
|
|
|
|
|
|
||||||
Time charter revenues
|
|
22,656
|
|
|
27,677
|
|
|
35,046
|
|
|||
Voyage charter revenues
|
|
53,706
|
|
|
9,869
|
|
|
2,269
|
|
|||
Other operating income
|
|
20,353
|
|
|
—
|
|
|
—
|
|
|||
Total operating revenues
|
|
96,715
|
|
|
37,546
|
|
|
37,315
|
|
|||
Operating expenses
|
|
|
|
|
|
|
|
|
|
|||
Voyage expenses and commission
|
|
33,955
|
|
|
6,809
|
|
|
4,323
|
|
|||
Ship operating expenses
|
|
18,676
|
|
|
7,897
|
|
|
7,608
|
|
|||
Administrative expenses
|
|
5,037
|
|
|
4,937
|
|
|
4,259
|
|
|||
Depreciation
|
|
19,561
|
|
|
11,079
|
|
|
11,117
|
|
|||
Total operating expenses
|
|
77,229
|
|
|
30,722
|
|
|
27,307
|
|
|||
Net operating income
|
|
19,486
|
|
|
6,824
|
|
|
10,008
|
|
|||
Other income (expenses)
|
|
|
|
|
|
|
|
|
|
|||
Interest income
|
|
29
|
|
|
41
|
|
|
106
|
|
|||
Interest expense
|
|
(2,525
|
)
|
|
(2,827
|
)
|
|
(3,765
|
)
|
|||
Other financial items
|
|
(737
|
)
|
|
(508
|
)
|
|
(467
|
)
|
|||
Net other expenses
|
|
(3,233
|
)
|
|
(3,294
|
)
|
|
(4,126
|
)
|
|||
Net income from continuing operations
|
|
16,253
|
|
|
3,530
|
|
|
5,882
|
|
|||
Net loss from discontinued operations
|
|
(258
|
)
|
|
(7,433
|
)
|
|
(59,311
|
)
|
|||
Net income (loss)
|
|
15,995
|
|
|
(3,903
|
)
|
|
(53,429
|
)
|
|||
|
|
|
|
|
|
|
||||||
Per share information:
|
|
|
|
|
|
|
|
|
|
|||
Earnings per share from continuing operations: basic
|
|
$
|
0.31
|
|
|
$
|
0.14
|
|
|
$
|
0.24
|
|
Earnings per share from continuing operations: diluted
|
|
$
|
0.31
|
|
|
$
|
0.14
|
|
|
$
|
0.24
|
|
Loss per share from discontinued operations: basic
|
|
$
|
—
|
|
|
$
|
(0.29
|
)
|
|
$
|
(2.43
|
)
|
Loss per share from discontinued operations: diluted
|
|
$
|
—
|
|
|
$
|
(0.29
|
)
|
|
$
|
(2.41
|
)
|
Earnings (loss) per share: basic
|
|
$
|
0.30
|
|
|
$
|
(0.15
|
)
|
|
$
|
(2.19
|
)
|
Earnings (loss) per share: diluted
|
|
$
|
0.30
|
|
|
$
|
(0.15
|
)
|
|
$
|
(2.17
|
)
|
Cash distributions per share declared
|
|
$
|
0.63
|
|
|
$
|
0.70
|
|
|
$
|
1.20
|
|
|
|
2014
|
|
|
2013
|
|
ASSETS
|
|
|
|
|
||
Current assets
|
|
|
|
|
||
Cash and cash equivalents
|
|
42,221
|
|
|
98,250
|
|
Trade accounts receivable, net
|
|
2,770
|
|
|
3,298
|
|
Related party receivables
|
|
449
|
|
|
—
|
|
Other receivables
|
|
3,430
|
|
|
943
|
|
Inventories
|
|
13,243
|
|
|
1,729
|
|
Voyages in progress
|
|
1,322
|
|
|
—
|
|
Prepaid expenses and accrued income
|
|
844
|
|
|
521
|
|
Total current assets
|
|
64,279
|
|
|
104,741
|
|
Restricted cash
|
|
18,923
|
|
|
15,000
|
|
Vessels, net
|
|
852,665
|
|
|
262,747
|
|
Newbuildings
|
|
323,340
|
|
|
26,706
|
|
Deferred charges
|
|
3,533
|
|
|
664
|
|
Total assets
|
|
1,262,740
|
|
|
409,858
|
|
|
|
|
|
|
||
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
|
Current portion of long-term debt
|
|
19,812
|
|
|
—
|
|
Related party payables
|
|
2,555
|
|
|
—
|
|
Trade accounts payable
|
|
4,937
|
|
|
1,430
|
|
Accrued expenses
|
|
4,190
|
|
|
2,364
|
|
Deferred charter revenue
|
|
3,285
|
|
|
3,623
|
|
Total current liabilities
|
|
34,779
|
|
|
7,417
|
|
Long-term liabilities
|
|
|
|
|
|
|
Long-term debt
|
|
343,688
|
|
|
95,000
|
|
Total liabilities
|
|
378,467
|
|
|
102,417
|
|
Commitments and contingencies
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
Share capital (80,121,550 shares outstanding, par value $0.01, 2013: 30,472,061)
|
|
801
|
|
|
305
|
|
Additional paid in capital
|
|
772,863
|
|
|
183,535
|
|
Contributed capital surplus
|
|
111,614
|
|
|
131,520
|
|
Retained deficit
|
|
(1,005
|
)
|
|
(7,919
|
)
|
Total equity
|
|
884,273
|
|
|
307,441
|
|
Total liabilities and equity
|
|
1,262,740
|
|
|
409,858
|
|
|
|
2014
|
|
|
2013
|
|
|
2012
|
|
|
|
|
|
|
|
|
|||
Net income (loss)
|
|
15,995
|
|
|
(3,903
|
)
|
|
(53,429
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|
Depreciation
|
|
19,561
|
|
|
11,079
|
|
|
20,485
|
|
Amortization of deferred charges
|
|
685
|
|
|
558
|
|
|
879
|
|
Net (gain) loss on sale of assets
|
|
—
|
|
|
(254
|
)
|
|
13,088
|
|
Impairment loss on vessels
|
|
—
|
|
|
5,342
|
|
|
41,597
|
|
Amortization of time charter contract value
|
|
—
|
|
|
—
|
|
|
2,303
|
|
Restricted stock unit expense
|
|
242
|
|
|
919
|
|
|
906
|
|
Provision for doubtful accounts
|
|
—
|
|
|
226
|
|
|
10,155
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
Trade accounts receivable
|
|
528
|
|
|
(1,422
|
)
|
|
(4,536
|
)
|
Related party balances
|
|
622
|
|
|
—
|
|
|
(319
|
)
|
Other receivables
|
|
(2,487
|
)
|
|
1,748
|
|
|
983
|
|
Inventories, net of disposals
|
|
(11,514
|
)
|
|
(1,189
|
)
|
|
1,535
|
|
Voyages in progress
|
|
(1,322
|
)
|
|
—
|
|
|
931
|
|
Prepaid expenses and accrued income
|
|
(323
|
)
|
|
95
|
|
|
1,952
|
|
Trade accounts payable
|
|
1,862
|
|
|
153
|
|
|
(943
|
)
|
Accrued expenses
|
|
1,354
|
|
|
(392
|
)
|
|
(2,400
|
)
|
Deferred charter revenue
|
|
(339
|
)
|
|
(647
|
)
|
|
3,612
|
|
Net cash provided by operating activities
|
|
24,864
|
|
|
12,313
|
|
|
36,799
|
|
Investing activities
|
|
|
|
|
|
|
|
|
|
Placement of restricted cash
|
|
(3,924
|
)
|
|
—
|
|
|
—
|
|
Additions to newbuildings
|
|
(357,402
|
)
|
|
(26,706
|
)
|
|
—
|
|
Cash acquired upon purchase of SPCs
|
|
68,560
|
|
|
—
|
|
|
—
|
|
Purchase of vessels
|
|
(24,085
|
)
|
|
—
|
|
|
—
|
|
Proceeds from sale of assets
|
|
—
|
|
|
17,075
|
|
|
66,993
|
|
Net cash (used in) provided by investing activities
|
|
(316,851
|
)
|
|
(9,631
|
)
|
|
66,993
|
|
Financing activities
|
|
|
|
|
|
|
|
|
|
Proceeds from long-term debt
|
|
270,000
|
|
|
—
|
|
|
—
|
|
Repayment of long-term debt
|
|
(1,500
|
)
|
|
(16,678
|
)
|
|
(42,062
|
)
|
Debt fees paid
|
|
(3,555
|
)
|
|
—
|
|
|
—
|
|
Net proceeds from share issuance
|
|
—
|
|
|
51,167
|
|
|
—
|
|
Distributions to shareholders
|
|
(28,987
|
)
|
|
(18,180
|
)
|
|
(29,319
|
)
|
Net cash provided by (used in) financing activities
|
|
235,958
|
|
|
16,309
|
|
|
(71,381
|
)
|
Net change in cash and cash equivalents
|
|
(56,029
|
)
|
|
18,991
|
|
|
32,411
|
|
Cash and cash equivalents at beginning of year
|
|
98,250
|
|
|
79,259
|
|
|
46,848
|
|
Cash and cash equivalents at end of year
|
|
42,221
|
|
|
98,250
|
|
|
79,259
|
|
|
|
|
|
|
|
|
|||
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
|
|
|
|
Interest paid, net of capitalized interest
|
|
5,848
|
|
|
2,851
|
|
|
4,477
|
|
|
|
2014
|
|
|
2013
|
|
|
2012
|
|
Number of shares outstanding
|
|
|
|
|
|
|
|||
Balance at beginning of year
|
|
30,472,061
|
|
|
24,437,000
|
|
|
24,425,699
|
|
Shares issued
|
|
49,649,489
|
|
|
6,035,061
|
|
|
11,301
|
|
Balance at end of year
|
|
80,121,550
|
|
|
30,472,061
|
|
|
24,437,000
|
|
|
|
|
|
|
|
|
|||
Share capital
|
|
|
|
|
|
|
|
|
|
Balance at beginning of year
|
|
305
|
|
|
244
|
|
|
244
|
|
Shares issued
|
|
496
|
|
|
61
|
|
|
—
|
|
Balance at end of year
|
|
801
|
|
|
305
|
|
|
244
|
|
|
|
|
|
|
|
|
|||
Additional paid in capital
|
|
|
|
|
|
|
|
|
|
Balance at beginning of year
|
|
183,535
|
|
|
131,766
|
|
|
131,256
|
|
Shares issued
|
|
589,557
|
|
|
51,106
|
|
|
—
|
|
Restricted stock unit (income) expense
|
|
(229
|
)
|
|
663
|
|
|
510
|
|
Balance at end of year
|
|
772,863
|
|
|
183,535
|
|
|
131,766
|
|
|
|
|
|
|
|
|
|||
Contributed capital surplus
|
|
|
|
|
|
|
|
|
|
Balance at beginning of year
|
|
131,520
|
|
|
149,700
|
|
|
179,019
|
|
Distributions to shareholders
|
|
(19,906
|
)
|
|
(18,180
|
)
|
|
(29,319
|
)
|
Balance at end of year
|
|
111,614
|
|
|
131,520
|
|
|
149,700
|
|
|
|
|
|
|
|
|
|||
Retained (deficit) earnings
|
|
|
|
|
|
|
|
|
|
Balance at beginning of year
|
|
(7,919
|
)
|
|
(4,016
|
)
|
|
49,413
|
|
Net income (loss)
|
|
15,995
|
|
|
(3,903
|
)
|
|
(53,429
|
)
|
Distributions to shareholders
|
|
(9,081
|
)
|
|
—
|
|
|
—
|
|
Balance at end of year
|
|
(1,005
|
)
|
|
(7,919
|
)
|
|
(4,016
|
)
|
Total equity
|
|
884,273
|
|
|
307,441
|
|
|
277,694
|
|
(in thousands of $)
|
|
2014
|
|
|
2013
|
|
|
2012
|
|
Carrying value of vessels disposed of in 2012
|
|
—
|
|
|
—
|
|
|
107,027
|
|
Carrying value of vessel held for sale at December 31, 2012
|
|
—
|
|
|
—
|
|
|
21,523
|
|
Per Statement of Operations;
|
|
|
|
|
|
|
|||
Operating revenues
|
|
—
|
|
|
(226
|
)
|
|
24,513
|
|
Net gain (loss) on sale of assets
|
|
—
|
|
|
254
|
|
|
(13,088
|
)
|
Impairment loss on vessels
|
|
—
|
|
|
(5,342
|
)
|
|
(41,597
|
)
|
Net loss
|
|
(258
|
)
|
|
(7,433
|
)
|
|
(59,311
|
)
|
(in thousands of $)
|
|
2014
|
|
|
2013
|
|
|
2012
|
|
Total operating revenues – dry bulk carrier market
|
|
96,715
|
|
|
37,546
|
|
|
37,315
|
|
(in thousands of $)
|
|
2014
|
|
|
2013
|
|
|
2012
|
|
Net income from continuing operations
|
|
16,253
|
|
|
3,530
|
|
|
5,882
|
|
Net loss from discontinued operations
|
|
(258
|
)
|
|
(7,433
|
)
|
|
(59,311
|
)
|
Net income (loss)
|
|
15,995
|
|
|
(3,903
|
)
|
|
(53,429
|
)
|
(in thousands)
|
|
2014
|
|
|
2013
|
|
|
2012
|
|
Weighted average number of shares outstanding - basic
|
|
52,445
|
|
|
25,620
|
|
|
24,432
|
|
Impact of restricted stock units
|
|
149
|
|
|
176
|
|
|
133
|
|
Weighted average number of shares outstanding - diluted
|
|
52,594
|
|
|
25,796
|
|
|
24,565
|
|
(in thousands of $)
|
|
|
|
Balance at December 31, 2011
|
|
1,926
|
|
Additions charged to income
|
|
10,634
|
|
Deductions credited to income
|
|
(479
|
)
|
Balance at December 31, 2012
|
|
12,081
|
|
Additions charged to income
|
|
226
|
|
Deductions credited to income
|
|
(2,990
|
)
|
Balance at December 31, 2013
|
|
9,317
|
|
Deductions credited to income
|
|
(1,883
|
)
|
Balance at December 31, 2014
|
|
7,434
|
|
(in thousands of $)
|
|
Cost
|
|
|
Accumulated Depreciation
|
|
|
Net Book Value
|
|
Balance at December 31, 2011
|
|
657,890
|
|
|
(221,617
|
)
|
|
436,273
|
|
Transfer to vessel held for sale
|
|
(74,455
|
)
|
|
52,932
|
|
|
|
|
Impairment loss
|
|
(41,597
|
)
|
|
—
|
|
|
|
|
Disposal of vessels
|
|
(236,257
|
)
|
|
157,415
|
|
|
|
|
Depreciation
|
|
—
|
|
|
(20,485
|
)
|
|
|
|
Balance at December 31, 2012
|
|
305,581
|
|
|
(31,755
|
)
|
|
273,826
|
|
Depreciation
|
|
—
|
|
|
(11,079
|
)
|
|
|
|
Balance at December 31, 2013
|
|
305,581
|
|
|
(42,834
|
)
|
|
262,747
|
|
Purchase of vessels
|
|
24,085
|
|
|
—
|
|
|
|
|
Value of share consideration paid in connection with purchase of vessel
|
|
38,874
|
|
|
|
|
|
||
Transfer from newbuildings
|
|
546,520
|
|
|
—
|
|
|
|
|
Depreciation
|
|
—
|
|
|
(19,561
|
)
|
|
|
|
Balance at December 31, 2014
|
|
915,060
|
|
|
(62,395
|
)
|
|
852,665
|
|
(in thousands of $)
|
|
|
Balance at December 31, 2012
|
—
|
|
Installments and newbuilding supervision fees paid and accrued
|
26,298
|
|
Interest capitalized
|
408
|
|
Balance at December 31, 2013
|
26,706
|
|
Installments and newbuilding supervision fees paid and accrued
|
356,355
|
|
Value of share consideration paid in connection with purchase of SPCs, net of cash acquired;
|
|
|
- in April 2014
|
150,959
|
|
- in September 2014
|
331,661
|
|
Interest capitalized
|
4,179
|
|
Transfers to vessels
|
(546,520
|
)
|
Balance at December 31, 2014
|
323,340
|
|
(in thousands of $)
|
|
2014
|
|
|
2013
|
|
Capitalized financing fees and expenses
|
|
6,253
|
|
|
2,699
|
|
Accumulated amortization
|
|
(2,720
|
)
|
|
(2,035
|
)
|
|
|
3,533
|
|
|
664
|
|
(in thousands of $)
|
|
2014
|
|
|
2013
|
|
Voyage expenses
|
|
871
|
|
|
354
|
|
Ship operating expenses
|
|
1,112
|
|
|
489
|
|
Administrative expenses
|
|
1,162
|
|
|
1,332
|
|
Interest expense
|
|
1,045
|
|
|
189
|
|
|
|
4,190
|
|
|
2,364
|
|
(in thousands of $)
|
|
2014
|
|
|
2013
|
|
U.S. dollar denominated floating rate debt:
|
|
|
|
|
||
$175 Million Loan
|
|
125,000
|
|
|
95,000
|
|
$420 Million Loan
|
|
238,500
|
|
|
—
|
|
Total debt
|
|
363,500
|
|
|
95,000
|
|
Less: current portion
|
|
(19,812
|
)
|
|
—
|
|
|
|
343,688
|
|
|
95,000
|
|
Authorized share capital:
|
|
|
|
|
||
(in thousands of $ except per share amount)
|
|
2014
|
|
|
2013
|
|
200 million common shares of $0.01 par value (2013: 50 million common shares)
|
|
2,000
|
|
|
500
|
|
|
|
Number of units
|
|
|
|||||||
|
|
Directors
|
|
|
Management companies
|
|
|
Total
|
|
|
Fair value
|
Units outstanding as of December 31, 2011
|
|
76,164
|
|
|
76,168
|
|
|
152,332
|
|
|
$13.67
|
Settled
|
|
(9,857
|
)
|
|
(9,857
|
)
|
|
(19,714
|
)
|
|
$13.63
|
Units outstanding as of December 31, 2012
|
|
66,307
|
|
|
66,311
|
|
|
132,618
|
|
|
$5.25
|
Granted
|
|
47,238
|
|
|
47,238
|
|
|
94,476
|
|
|
$6.74
|
Settled
|
|
(25,388
|
)
|
|
(25,388
|
)
|
|
(50,776
|
)
|
|
$9.65
|
Units outstanding as of December 31, 2013
|
|
88,157
|
|
|
88,161
|
|
|
176,318
|
|
|
$9.19
|
Granted
|
|
27,555
|
|
|
27,556
|
|
|
55,111
|
|
|
$9.48
|
Settled
|
|
(41,134
|
)
|
|
(41,136
|
)
|
|
(82,270
|
)
|
|
$9.32
|
Units outstanding as of December 31, 2014
|
|
74,578
|
|
|
74,581
|
|
|
149,159
|
|
|
$4.53
|
|
|
2014
|
|
|
2014
|
|
|
2013
|
|
|
2013
|
|
(in thousands of $)
|
|
Fair
Value
|
|
|
Carrying
Value
|
|
|
Fair
Value
|
|
|
Carrying
Value
|
|
Cash and cash equivalents
|
|
42,221
|
|
|
42,221
|
|
|
98,250
|
|
|
98,250
|
|
Restricted cash
|
|
18,923
|
|
|
18,923
|
|
|
15,000
|
|
|
15,000
|
|
Floating rate debt
|
|
363,500
|
|
|
363,500
|
|
|
95,000
|
|
|
95,000
|
|
•
|
the General Manager commits a material breach under the Amended General Management Agreement, and such breach remains unremedied for
30 days
;
|
•
|
any material consent, authorization, license, approval or similar requirement for the General Manager's activities as such is modified, terminated, revoked or expires;
|
•
|
it becomes unlawful for the General Manager to perform the services to be provided under the terms of the Amended General Management Agreement; or
|
•
|
the General Manager ceases to be a wholly-owned subsidiary of Frontline.
|
(in thousands of $)
|
|
2014
|
|
|
2013
|
|
|
2012
|
|
ICB Shipping (Bermuda) Ltd
|
|
2,315
|
|
|
2,315
|
|
|
2,315
|
|
Frontline Management (Bermuda) Ltd
|
|
2,962
|
|
|
154
|
|
|
—
|
|
The Former Golden Ocean
|
|
1,034
|
|
|
408
|
|
|
533
|
|
Seateam Management Pte Ltd
|
|
562
|
|
|
228
|
|
|
208
|
|
(in thousands of $)
|
|
|
|
2014
|
|
|
2013
|
|
Frontline 2012 Ltd
|
|
|
|
38
|
|
|
—
|
|
Seateam Management Pte Ltd
|
|
|
|
411
|
|
|
108
|
|
Frontline Management (Bermuda) Ltd
|
|
|
|
—
|
|
|
9
|
|
Frontline Ltd
|
|
|
|
—
|
|
|
11
|
|
|
|
|
|
449
|
|
|
128
|
|
(in thousands of $)
|
|
|
|
2014
|
|
|
2013
|
|
The Former Golden Ocean
|
|
|
|
356
|
|
|
158
|
|
Frontline Management (Bermuda) Ltd
|
|
|
|
1,558
|
|
|
—
|
|
ICB Shipping (Bermuda) Ltd
|
|
|
|
579
|
|
|
—
|
|
Frontline Ltd
|
|
|
|
62
|
|
|
—
|
|
|
|
|
|
2,555
|
|
|
158
|
|
1.
|
The revenue and earnings of the combined entity for the year ended December 31, 2014 as though the acquisition date for the business combination that occurred on March 31, 2015 had been as of January 1, 2014.
|
2.
|
The nature and amount of any material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings (supplemental pro forma information).
|
3.
|
The amount of acquisition-related costs and the line item in the income statement in which those expenses are recognized.
|
4.
|
The amounts recognized as of the acquisition date for each major class of assets acquired and liabilities assumed.
|
5.
|
The amount of bargain purchase gain recognized and the line item in the income statement in which the gain is recognized.
|
1.
|
In these Bye-laws, and any Schedule, unless the context otherwise requires:
|
(a)
|
the Directors and Officers of the Company (whether employees or not);
|
(b)
|
the bona fide employees or former employees of the Company or any subsidiary of the Company; or
|
(c)
|
the wives, husbands, widows, widowers or children or step-children under the age of 18 of such employees or former employees;
|
2.
|
Unless otherwise defined herein, any words or expressions defined in the Principal Act in force on the date when these Bye-laws, or any part hereof, are adopted shall bear the same meaning in these Bye-laws or such part (as the case may be).
|
3.
|
Any reference in these Bye-laws to any statute or section thereof shall unless expressly stated, be deemed to be a reference to such statute or section as amended, restated or re-enacted from time to time.
|
4.
|
The Registered Office shall be at such place in Bermuda as the Board shall from time to time appoint.
|
5.
|
Subject to any special rights conferred on the holders of any share or class of shares, any share in the Company may be issued with or have attached thereto such
|
5A.
|
The Board may exercise all the powers of the Company to:
|
(a)
|
divide the Company’s shares into several classes and attach thereto respectively any preferential, deferred, qualified or special rights, privileges or conditions;
|
(b)
|
consolidate and divide all or any of the Company’s share capital into shares of larger amount than its existing shares;
|
(c)
|
subdivide the Company’s shares, or any of them, into shares of smaller amount than is fixed by the memorandum, so, however, that in the subdivision the proportion between the amount paid and the amount, if any, unpaid on each reduced share shall be the same as it was in the case of the share from which the reduced share is derived; or
|
(d)
|
make provision for the issue and allotment of shares which do not carry any voting rights.
|
6.
|
Subject to the Companies Acts, any preference shares may, with the sanction of a Resolution, be issued on terms:
|
(a)
|
that they are to be redeemed on the happening of a specified event or on a given date; and/or,
|
(b)
|
that they are liable to be redeemed at the option of the Company; and/or,
|
(c)
|
if authorised by the memorandum of association and or incorporating act of the Company, that they are liable to be redeemed at the option of the holder.
|
7.
|
The terms and manner of redemption shall be provided for by way of amendment of these Bye-laws.
|
8.
|
At any time that the Company holds Treasury Shares, all of the rights attaching to the Treasury Shares shall be suspended and shall not be exercised by the Company. Without limiting the generality of the foregoing, if the Company holds Treasury Shares, the Company shall not have any right to attend and vote at a general meeting or sign written resolutions and any purported exercise of such a right is void.
|
9.
|
Except where required by the Principal Act, Treasury Shares shall be excluded from the calculation of any percentage or fraction of the share capital, or shares, of the Company.
|
10.
|
Subject to the Companies Acts, all or any of the special rights for the time being attached to any class of shares for the time being issued may from time to time (whether or not the Company is being wound up) be altered or abrogated with the consent in writing of the holders of not less than seventy five percent of the issued shares of that class or with the sanction of a resolution passed at a separate general meeting of the holders of such shares voting in person or by proxy. To any such separate general meeting, all the provisions of these Bye-laws as to general meetings of the Company shall mutatis mutandis apply, but so that the necessary quorum shall be two or more persons holding or representing by proxy any of the shares of the relevant class, that every holder of shares of the relevant class shall be entitled on a poll to one vote for every such share held by him and that any holder of shares of the relevant class present in person or by proxy may demand a poll; provided, however, that if the Company or a class of Shareholders shall have only one Shareholder, one Shareholder present in person or by proxy shall constitute the necessary quorum.
|
11.
|
The special rights conferred upon the holders of any shares or class of shares shall not, unless otherwise expressly provided in the rights attaching to or the terms of issue of such shares, be deemed to be altered by the creation or issue of further shares ranking pari passu therewith.
|
12.
|
The Company shall have the power to purchase its own shares for cancellation.
|
13.
|
The Company shall have the power to acquire its own shares to be held as Treasury Shares.
|
14.
|
The Board may exercise all of the powers of the Company to purchase or acquire its own shares, whether for cancellation or to be held as Treasury Shares in accordance with the Principal Act.
|
15.
|
Subject to the provisions of these Bye-laws, the unissued shares of the Company (whether forming part of the original capital or any increased capital) shall be at the disposal of the Board, which may offer, allot, grant options over or otherwise dispose of them to such persons, at such times and for such consideration and upon such terms and conditions as the Board may determine.
|
16.
|
The Board may in connection with the issue of any shares exercise all powers of paying commission and brokerage conferred or permitted by law.
|
17.
|
Except as ordered by a court of competent jurisdiction or as required by law, no person shall be recognised by the Company as holding any share upon trust and the Company shall not be bound by or required in any way to recognise (even when having notice thereof) any equitable, contingent, future or partial interest in any share or any interest in any fractional part of a share or (except only as otherwise provided in these Bye-laws or by law) any other right in respect of any share except an absolute right to the entirety thereof in the registered holder.
|
18.
|
The preparation, issue and delivery of share certificates shall be governed by the Companies Acts. In the case of a share held jointly by several persons, delivery of a certificate to one of several joint holders shall be sufficient delivery to all.
|
19.
|
If a share certificate is defaced, lost or destroyed it may be replaced without fee but on such terms (if any) as to evidence and indemnity and to payment of the costs and out of pocket expenses of the Company in investigating such evidence and preparing such indemnity as the Board may think fit and, in case of defacement, on delivery of the old certificate to the Company.
|
20.
|
All certificates for share or loan capital or other securities of the Company (other than letters of allotment, scrip certificates and other like documents) shall, except to the extent that the terms and conditions for the time being relating thereto otherwise provide, be issued under the Seal or bearing the signature of at least one person who is a Director or Secretary of the Company or a person expressly authorized to sign such certificates on behalf of the Company. The Board may by resolution determine, either generally or in any particular case, that any signatures on any such certificates need not be autographic but may be affixed to such certificates by some mechanical means or may be printed thereon.
|
20A.
|
Notwithstanding any provisions of these Bye-laws:
|
21.
|
The Company shall have a first and paramount lien on every share (not being a fully paid share) for all moneys, whether presently payable or not, called or payable, at a date fixed by or in accordance with the terms of issue of such share in respect of such share, and the Company shall also have a first and paramount lien on every share (other than a fully paid share) standing registered in the name of a Shareholder, whether singly or jointly with any other person, for all the debts and liabilities of such Shareholder or his estate to the Company, whether the same shall have been incurred before or after notice to the Company of any interest of any person other than such Shareholder, and whether the time for the payment or discharge of the same shall have actually arrived or not, and notwithstanding that the same are joint debts or liabilities of such Shareholder or his estate and any other person, whether a Shareholder or not. The Company’s lien on a share shall extend to all dividends payable thereon. The Board may at any time, either generally or in any particular case, waive any lien that has arisen or declare any share to be wholly or in part exempt from the provisions of this Bye-law.
|
22.
|
The Company may sell, in such manner as the Board may think fit, any share on which the Company has a lien but no sale shall be made unless some sum in respect of which the lien exists is presently payable nor until the expiration of fourteen days after a notice in writing, stating and demanding payment of the sum presently payable and giving notice of the intention to sell in default of such payment, has been served on the holder for the time being of the share.
|
23.
|
The net proceeds of sale by the Company of any shares on which it has a lien shall be applied in or towards payment or discharge of the debt or liability in respect of which the lien exists so far as the same is presently payable, and any residue shall (subject to a like lien for debts or liabilities not presently payable as existed upon the share prior to the sale) be paid to the holder of the share immediately before such sale. For giving effect to any such sale the Board may authorise some person to transfer the share sold to the purchaser thereof. The purchaser shall be registered as the holder of the share and he shall not be bound to see to the application of the purchase money, nor shall his title to the share be affected by any irregularity or invalidity in the proceedings relating to the sale.
|
24.
|
The Board may from time to time make calls upon the Shareholders in respect of any moneys unpaid on their shares (whether on account of the par value of the shares or by way of premium) and not by the terms of issue thereof made payable at a date fixed by or in accordance with such terms of issue, and each Shareholder shall (subject to the Company serving upon him at least fourteen days notice specifying the time or times and place of payment) pay to the Company at the time or times and place so specified the amount called on his shares. A call may be revoked or postponed as the Board may determine.
|
25.
|
A call may be made payable by installments and shall be deemed to have been made at the time when the resolution of the Board authorizing the call was passed.
|
26.
|
The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof.
|
27.
|
If a sum called in respect of the share shall not be paid before or on the day appointed for payment thereof the person from whom the sum is due shall pay interest on the sum from the day appointed for the payment thereof to the time of actual payment at such rate as the Board may determine, but the Board shall be at liberty to waive payment of such interest wholly or in part.
|
28.
|
Any sum which, by the terms of issue of a share, becomes payable on allotment or at any date fixed by or in accordance with such terms of issue, whether on account of the nominal amount of the share or by way of premium, shall for all the purposes of these Bye-laws be deemed to be a call duly made, notified and payable on the date on which, by the terms of issue, the same becomes payable and, in case of non-payment, all the relevant provisions of these Bye-laws as to payment of interest, forfeiture or otherwise shall apply as if such sum had become payable by virtue of a call duly made and notified.
|
29.
|
The Board may on the issue of shares differentiate between the allottees or holders as to the amount of calls to be paid and the times of payment.
|
30.
|
If a Shareholder fails to pay any call or installment of a call on the day appointed for payment thereof, the Board may at any time thereafter during such time as any part of such call or installment remains unpaid serve a notice on him requiring payment of so much of the call or installment as is unpaid, together with any interest which may have accrued.
|
31.
|
The notice shall name a further day (not being less than 14 days from the date of the notice) on or before which, and the place where, the payment required by the notice is to be made and shall state that, in the event of non-payment on or before the day and at the place appointed, the shares in respect of which such call is made or installment is payable will be liable to be forfeited. The Board may accept the surrender of any share liable to be forfeited hereunder and, in such case, references in these Bye-laws to forfeiture shall include surrender.
|
32.
|
If the requirements of any such notice as aforesaid are not complied with, any share in respect of which such notice has been given may at any time thereafter, before payment of all calls or installments and interest due in respect thereof has been made, be forfeited by a resolution of the Board to that effect. Such forfeiture shall include all dividends declared in respect of the forfeited shares and not actually paid before the forfeiture.
|
33.
|
When any share has been forfeited, notice of the forfeiture shall be served upon the person who was before forfeiture the holder of the share; but no forfeiture shall be in any manner invalidated by any omission or neglect to give such notice as aforesaid.
|
34.
|
A forfeited share shall be deemed to be the property of the Company and may be sold, re-offered or otherwise disposed of either to the person who was, before forfeiture, the holder thereof or entitled thereto or to any other person upon such terms and in such manner as the Board shall think fit, and at any time before a sale, re-allotment or disposition the forfeiture may be cancelled on such terms as the Board may think fit.
|
35.
|
A person whose shares have been forfeited shall thereupon cease to be a Shareholder in respect of the forfeited shares but shall, notwithstanding the forfeiture, remain liable to pay to the Company all moneys which at the date of forfeiture were presently payable by him to the Company in respect of the shares with interest thereon at such rate as the Board may determine from the date of forfeiture until payment, and the Company may enforce payment without being under any obligation to make any allowance for the value of the shares forfeited.
|
36.
|
An affidavit in writing that the deponent is a Director or the Secretary and that a share has been duly forfeited on the date stated in the affidavit shall be conclusive evidence of the facts therein stated as against all persons claiming to be entitled to the share. The Company may receive the consideration (if any) given for the share on the sale, re-allotment or disposition thereof and the Board may authorise some person to transfer the share to the person to whom the same is sold, re-allotted or disposed of, and he shall thereupon be registered as the holder of the share and shall not be bound to see to the application of the purchase money (if any) nor shall his title to the share be affected by any irregularity or invalidity in the proceedings relating to the forfeiture, sale, re-allotment or disposal of the share.
|
37.
|
The Secretary shall establish and maintain the Register of Shareholders in the manner prescribed by the Companies Acts. Unless the Board otherwise determines, the Register of Shareholders shall be open to inspection in the manner prescribed by the Companies Acts between 10.00 a.m. and 12.00 noon on every working day. Unless the Board otherwise determines, no Shareholder or intending Shareholder shall be entitled to have entered in the Register any indication of any trust or any equitable, contingent, future or partial interest in any share or any interest in any fractional part of a share and if any such entry exists or is permitted by the Board it shall not be deemed to abrogate any of the provisions of Bye-law 18.
|
38.
|
Subject to the Companies Act, the Company may establish one or more Branch Register(s), and the Board may make and vary such regulations as it determines in respect of the keeping of any Branch Registers, including maintaining a Registration Office in connection therewith.
|
39.
|
The Secretary shall establish and maintain a register of the Directors and Officers of the Company as required by the Companies Acts. Every Officer that is also a Director and the Secretary must be listed officers of the Company in the Register of Directors and Officers. The register of Directors and Officers shall be open to inspection in the manner prescribed by the Companies Acts between 10.00 a.m. and 12.00 noon on every working day.
|
40.
|
Subject to the Companies Acts and to such of the restrictions contained in these Bye-Laws as may be applicable and to the provisions of any applicable United States securities laws (including, without limitation, the United States Securities Act, 1933, as amended, and the rules promulgated thereunder), any Shareholder may transfer all or any of his shares by an instrument of transfer in the usual common form or in any other form which the Board may approve.
|
41.
|
The instrument of transfer of a share shall be signed by or on behalf of the transferor and, where any share is not fully-paid, the transferee. The transferor shall be deemed to remain the holder of the share until the name of the transferee is entered in the Register in respect thereof. Should the Company be permitted to do so under the laws of Bermuda, the Board may, either generally or in any particular case, upon request by the transferor or the transferee, accept mechanically or electronically executed transfer and may also make such regulations with respect to transfer in addition to the provisions of these Bye-Laws as it considers appropriate. The Board may, in its absolute discretion, decline to register any transfer of any share which is not a fully-paid share. In addition:
|
(i)
|
The Board shall decline to register the transfer of any share, and shall direct the Registrar to decline (and the Registrar shall decline) to register the transfer of any interest in any share held through a Branch Register, to a person where the Board is of the opinion that such transfer might breach any law or requirement of any authority or any Listing Exchange until it has received such evidence as it may require to satisfy itself that no such breach would occur.
|
(ii)
|
The Board may decline to register the transfer of any share, and may direct the Registrar to decline (and the Registrar shall decline if so requested) to register the transfer of any interest in any share held through a Branch Register, if the registration of such transfer would be likely, in the opinion of the Board, to result in fifty percent or more of the aggregate issued share capital of the Company or shares of the Company to which are attached fifty percent or more of the votes attached to all outstanding shares of the Company being held or owned directly or indirectly, (including, without limitation, through a Branch Register) by a person or persons resident for tax purposes in Norway, provided that this provision shall not apply to the registration of shares in the name of the Registrar as nominee of persons whose interests in such shares are reflected in a Branch Register, but shall apply, mutatis mutandis, to interests in shares of the Company held by persons through a Branch Register.
|
(iii)
|
For the purposes of this Bye-Law, each Shareholder (other than the Registrar in respect of those shares registered in its name in the Register as nominee of persons whose interests in such shares are reflected in a Branch Register) shall be deemed to be resident for tax purposes in the jurisdiction specified in the address shown in the Register for such Shareholder, and each person whose interests in shares are reflected in a Branch Register shall be deemed to be resident for tax purposes in the jurisdiction specified in the address shown in a Branch Register for such person. If such Shareholder or person is not resident for tax purpose in such jurisdiction or if there is a subsequent change in his residence for tax purposes, such Shareholder shall notify the Company immediately of his residence for tax purposes.
|
(iv)
|
Where any Shareholder or person whose interests in shares are reflected in a Branch Register fails to notify the Company in accordance with the foregoing, the Board and the Registrar may suspend sine die such Shareholder's or person's entitlement to vote or otherwise exercise any rights attaching to the shares or interests therein and to receive payments of income or capital which become due or payable in respect of such shares or interests and the Company shall have no liability to such Shareholder or person arising out of the late payment or non-payment of such sums and the Company may retain such sums for its own use and benefit. In addition to the foregoing the Board and the Registrar may dispose of the shares in the Company or interests herein of such Shareholder or person at the best price reasonably obtainable in all the circumstances. Where a notice informing such Shareholder or person of the proposed disposal of his shares or interests therein has been served, his shares or interest therein may not be transferred otherwise than in accordance with this Bye‑Law 41 and any other purported transfer of such shares or interests therein shall not be registered in the Register and/or a Branch Register and shall be null and void.
|
(v)
|
The provision of these Bye-Laws relating to the protection of purchaser of shares sold under lien or upon forfeiture shall apply mutatis mutandis to a disposal of shares or interests therein by the Company or the Registrar in accordance with this Bye-Law.
|
(vi)
|
Without limiting the generality of the foregoing, the Board may also decline to register any transfer unless:-
|
(vii)
|
If fifty percent or more of the aggregate issued share capital of the Company or shares to which are attached fifty percent or more of the votes attached to all outstanding shares of the Company are found to be held or owned directly or indirectly (including, without limitation, through a Branch Register) by a person or persons resident for tax purposes in Norway, other than the Registrar in respect of those shares registered in its name in the Register as nominee of persons whose interests in such shares are reflected in a Branch Register, the Board shall make an announcement to such effect through the Oslo Stock Exchange, and the Board and the Registrar shall thereafter be entitled and required to dispose of such number of shares of the Company or interests therein held or owned by such persons as will result in the percentage of the aggregate issued share capital of the Company held or owned as aforesaid being less than fifty percent, and, for these purposes, the Board and the Registrar shall in such case dispose of shares or interests therein owned by persons resident for tax purposes in Norway on the basis that the shares or interests therein most recently acquired shall be the first to be disposed of (i.e. on the basis of last acquired first sold) save where there is a breach of the obligation to notify tax residency pursuant to the foregoing, in which event the shares or interests therein of the person in breach thereof shall be sold first. Shareholders shall not be entitled to raise any objection to the disposal of their shares, but the provisions of these Bye‑Laws relating to the protection of purchasers of shares sold under lien or upon forfeiture shall apply mutatis mutandis to any disposal of shares or interests therein made in accordance with this Bye‑Law 41.
|
42.
|
If the Board declines to register a transfer it shall, within sixty days after the date on which the instrument of transfer was lodged, send to the transferee notice of such refusal.
|
43.
|
No fee shall be charged by the Company for registering any transfer, probate, letters of administration, certificate of death or marriage, power of attorney, distringas or stop notice, order of court or other instrument relating to or affecting the title to any share, or otherwise making an entry in the Register and/or a Branch Register relating to any share.
|
44.
|
The Company may dispose of or transfer Treasury Shares for cash or other consideration.
|
45.
|
In the case of the death of a Shareholder, the survivor or survivors, where the deceased was a joint holder, and the estate representative, where he was sole holder, shall be the only person recognised by the Company as having any title to his shares; but nothing herein contained shall release the estate of a deceased holder (whether the sole or joint) from any liability in respect of any share held by him solely or jointly with other persons. For the purpose of this Bye-law, estate representative means the person to whom probate or letters of administration has or have been granted in Bermuda or, failing any such person, such other person as the Board may in its absolute discretion determine to be the person recognised by the Company for the purpose of this Bye-law.
|
46.
|
Any person becoming entitled to a share in consequence of the death of a Shareholder or otherwise by operation of applicable law may, subject as hereafter provided and upon such evidence being produced as may from time to time be required by the Board as to his entitlement, either be registered himself as the holder of the share or elect to have some person nominated by him registered as the transferee thereof. If the person so becoming entitled elects to be registered himself, he shall deliver or send to the Company a notice in writing signed by him stating that he so elects. If he shall elect to have his nominee registered, he shall signify his election by signing an instrument of transfer of such share in favour of his nominee. All the limitations, restrictions and provisions of these Bye-laws relating to the right to transfer and the registration of transfer of shares shall be applicable to any such notice or instrument of transfer as aforesaid as if the death of the Shareholder or other event giving rise to the transmission had not occurred and the notice or instrument of transfer was an instrument of transfer signed by such Shareholder.
|
47.
|
A person becoming entitled to a share in consequence of the death of a Shareholder or otherwise by operation of applicable law shall (upon such evidence being produced as may from time to time be required by the Board as to his entitlement) be entitled to receive and may give a discharge for any dividends or other moneys payable in respect of the share, but he shall not be entitled in respect of the share to receive notices of or to attend or vote at general meetings of the Company or, save as aforesaid, to exercise in respect of the share any of the rights or privileges of a Shareholder until he shall have become registered as the holder thereof. The Board may at any time give notice requiring such person to elect either to be registered himself or to transfer the share and if the notice is not complied with within sixty days the Board may thereafter withhold payment of all dividends and other moneys payable in respect of the shares until the requirements of the notice have been complied with.
|
48.
|
Subject to any directions of the Board from time to time in force, the Secretary may exercise the powers and discretions of the Board under Bye-laws 45, 46 and 47.
|
49.
|
|
(a)
|
Any person (other than the Registrar in respect of those shares registered in its name in the Register as the nominee of persons whose interests in such shares are reflected in a Branch Register) who acquires or disposes of an interest in shares to the effect that the requirements of the Oslo Stock Exchange in effect from time to time concerning the duty to flag changes in a person's interest in shares require such changes to be notified shall notify the Registrar immediately of such acquisition or disposal and the resulting interest of that person in shares.
|
(b)
|
For the purposes of this Bye-Law, a person shall be deemed to have an interest in shares:
|
(c)
|
The Registrar shall promptly report any such notification of interest to the Oslo Stock Exchange and the Company.
|
(d)
|
If a person fails to give notification of a change in his interest in shares in accordance with this Bye-Law 49 and the Board believes that such person has acquired or disposed of an interest in shares in circumstances in which he would be subject to the notification requirements of this Bye-Law 49, the Board shall require the Registrar to serve upon that person a notice:
|
(i)
|
requiring him to comply with the notification requirements in relation to the change in his interest in shares; and
|
(ii)
|
informing him that, pending compliance with the notification requirements, the registered holder or holders of the shares in which that person is interested shall not be entitled to vote or otherwise exercise any rights attaching to the shares to which the notice relates nor shall such registered holder or holders be entitled to receive payments of income or capital which become due or payable in respect of such shares. The registered holder's or holders' entitlement to such payments shall be suspended pending compliance with the notification requirements without any liability of the Company to such holder or holders arising for late payment or nonpayment and the Company may retain such sums for its own use and benefit during such period of suspension.
|
(e)
|
The provisions of these Bye-Laws relating to the protection of purchasers of shares sold under a lien or upon forfeiture shall apply mutatis mutandis to disposals under this Bye-Law 49.
|
50.
|
The Company may from time to time increase its capital by such sum to be divided into shares of such par value as the Company by Resolution shall prescribe.
|
51.
|
The Company may, by the Resolution increasing the capital, direct that the new shares or any of them shall be offered in the first instance either at par or at a premium or (subject to the provisions of the Companies Acts) at a discount to all the holders for the time being of shares of any class or classes in proportion to the number of such shares held by them respectively or make any other provision as to the issue of the new shares.
|
52.
|
The new shares shall be subject to all the provisions of these Bye-laws with reference to lien, the payment of calls, forfeiture, transfer, transmission and otherwise.
|
53.
|
The Company may from time to time by Resolution:
|
(a)
|
cancel shares which, at the date of the passing of the Resolution in that behalf, have not been taken or agreed to be taken by any person, and diminish the amount of its share capital by the amount of the shares so cancelled; and
|
(b)
|
change the currency denomination of its share capital.
|
54.
|
Where any difficulty arises in regard to any division, consolidation, or sub-division under Bye-law 5A, the Board may settle the same as it thinks expedient and, in particular, may arrange for the sale of the shares representing fractions and the distribution of the net proceeds of sale in due proportion amongst the Shareholders who would have been entitled to the fractions, and for this purpose the Board may authorise some person to transfer the shares representing fractions to the purchaser thereof, who shall not be bound to see to the application of the purchase money nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings relating to the sale.
|
55.
|
Subject to the Companies Acts and to any confirmation or consent required by law or these Bye-laws, the Company may by Resolution from time to time convert any preference shares into redeemable preference shares.
|
56.
|
The Company may from time to time purchase its own shares on such terms and in such manner as may be authorized by the Board of Directors, subject to the rules, if applicable, of the Listing Exchange. In the event the Company conducts a tender offer for its shares, any such offer which is made through the facilities of the Oslo Stock Exchange shall be expressed as being conditional upon no Shareholders or persons resident for tax purposes in Norway owning or controlling fifty percent or more of the issued share capital or the votes attaching to the issued and outstanding share capital of the Company following such purchase.
|
57.
|
Any share so purchased shall be treated as cancelled, and the amount of the Company's issued share capital shall be diminished by the nominal value of the shares purchased, but such purchase shall not be taken as reducing the amount of the Company's authorized share capital.
|
58.
|
Subject to the Companies Act, the Company shall have the option, but not the obligation, to repurchase from any Shareholder or Shareholders all fractions of shares, and all holdings of fewer than 100 shares, registered in the name of said Shareholder or Shareholders. Such repurchase shall be on such terms and conditions as the Board may determine, provided that in any event, the repurchase price shall be not less than the closing market price per share quoted on the Oslo Stock Exchange on the effective date of the repurchase. Each Shareholder shall be bound by the determination of the Company to repurchase such shares or fractions thereof. If the Company determines to repurchase any such shares or fractions, the Company shall give written notice to each Shareholder concerned accompanied by a cheque or warrant for the repurchase price and the relevant shares, fractions and certificates in respect thereof shall thereupon be cancelled.
|
59.
|
Subject to the Companies Acts, its memorandum and any confirmation or consent required by law or these Bye-laws, the Company may from time to time by Resolution authorise the reduction of its issued share capital or any capital redemption reserve fund or any share premium or contributed surplus account in any manner.
|
60.
|
In relation to any such reduction, the Company may by Resolution determine the terms upon which such reduction is to be effected including in the case of a reduction of part only of a class of shares, those shares to be affected.
|
61.
|
The Board shall convene and the Company shall hold general meetings as Annual General Meetings in accordance with the requirements of the Companies Acts at such times and places as the Board shall appoint. The Board may, whenever it thinks fit, and shall, when required by the Companies Acts, convene general meetings other than Annual General Meetings which shall be called Special General Meetings. Any such Annual or Special General Meeting shall be held at the Registered Office of the Company in Bermuda or such other location suitable for such purpose and in no event shall any such Annual or Special General Meeting be held in Norway or the United Kingdom.
|
62.
|
Except in the case of the removal of auditors and Directors and subject to these Bye-laws, anything which may be done by resolution of the Company in general meeting or by resolution of a meeting of any class of the Shareholders of the Company may, without a meeting be done by resolution in writing, signed by a simple majority of all of the Shareholders (or such greater majority as is required by the Companies Acts or these Bye-laws) or their proxies, or in the case of a Shareholder that is a corporation (whether or not a company within the meaning of the Companies Acts) on behalf of such Shareholder, being all of the Shareholders of the Company who at the date of the resolution in writing would be entitled to attend a meeting and vote on the resolution. Such resolution in writing may be signed by, or in the case of a Shareholder that is a corporation (whether or not a company within the meaning of the Companies Acts), on behalf of, all the Shareholders of the Company, or any class thereof, in as many counterparts as may be necessary.
|
63.
|
Notice of any resolution to be made under Bye-law 62 shall be given, and a copy of the resolution shall be circulated, to all members who would be entitled to attend a meeting and vote on the resolution in the same manner as that required for a notice of a meeting of members at which the resolution could have been considered, except that any requirement in this Act or in these Bye-laws as to the length of the period of notice shall not apply.
|
64.
|
A resolution in writing is passed when it is signed by, or, in the case of a member that is a corporation (whether or not a company within the meaning of the Companies Acts) on behalf of, such number of the Shareholders of the Company who at the date of the notice represent a majority of votes as would be required if the resolution had been voted on at a meeting of Shareholders.
|
65.
|
A resolution in writing made in accordance with Bye-law 62 is as valid as if it had been passed by the Company in general meeting or, if applicable, by a meeting of the relevant class of Shareholders of the Company, as the case may be. A resolution in writing made in accordance with Bye-law 62 shall constitute minutes for the purposes of the Companies Acts and these Bye-laws.
|
66.
|
The accidental omission to give notice to, or the non-receipt of a notice by, any person entitled to receive notice of a resolution does not invalidate the passing of a resolution.
|
67.
|
An Annual General Meeting shall be called by not less than 5 days’ notice in writing and a Special General Meeting shall be called by not less than 5 days’ notice in writing. The notice shall be exclusive of the day on which it is served or deemed to be served and of the day for which it is given, and shall specify the place, day and time of the meeting, and, in the case of a Special General Meeting, the general nature of the business to be considered. Notice of every general meeting shall be given in any manner permitted by these Bye-laws. Shareholders other than those required to be given notice under the provisions of these Bye-laws or the terms of issue of the shares they hold, are not entitled to receive such notice from the Company.
|
68.
|
Notwithstanding that a meeting of the Company is called by shorter notice than that specified in this Bye-law, it shall be deemed to have been duly called if it is so agreed:
|
(a)
|
in the case of a meeting called as an Annual General Meeting, by all the Shareholders entitled to attend and vote thereat;
|
(b)
|
in the case of any other meeting, by a majority in number of the Shareholders having the right to attend and vote at the meeting, being a majority together holding not less than 95 percent in nominal value of the shares giving that right;
|
69.
|
The accidental omission to give notice of a meeting or (in cases where instruments of proxy are sent out with the notice) the accidental omission to send such instrument of proxy to, or the non-receipt of notice of a meeting or such instrument of proxy by, any person entitled to receive such notice shall not invalidate the proceedings at that meeting.
|
70.
|
No business shall be transacted at any general meeting unless a quorum is present when the meeting proceeds to business, but the absence of a quorum shall not preclude the appointment, choice or election of a chairman, which shall not be treated as part of the business of the meeting. Save as otherwise provided by these Bye-laws, at least two Shareholders present in person or by proxy and entitled to vote shall be a quorum for all purposes; provided, however, that if the Company shall have only one Shareholder, one Shareholder present in person or by proxy shall constitute the necessary quorum.
|
71.
|
If within five minutes (or such longer time as the chairman of the meeting may determine to wait) after the time appointed for the meeting, a quorum is not present, the meeting, if convened on the requisition of Shareholders, shall be dissolved. In any other case, it shall stand adjourned to such other day and such other time and place as the chairman of the meeting may determine and at such adjourned meeting two Shareholders present in person or by proxy (whatever the number of shares held by them) shall be a quorum provided that if the Company shall have only one Shareholder, one Shareholder present in person or by proxy shall constitute the necessary quorum. The Company shall give not less than 5 days’ notice of any meeting adjourned through want of a quorum and such notice shall state that the sole Shareholder or, if more than one, two Shareholders present in person or by proxy (whatever the number of shares held by them) shall be a quorum.
|
72.
|
A meeting of the Shareholders or any class thereof may be held by means of such telephone, electronic or other communication facilities as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously and participation in such a meeting shall constitute presence in person at such meeting.
|
73.
|
Each Director shall be entitled to attend and speak at any general meeting of the Company.
|
74.
|
The Chairman (if any) of the Board or, in his absence, the President [(if any) or in his absence the Director who has been appointed as the head of the Board] shall preside as chairman at every general meeting. If there is no such Chairman or President or such Director, or if at any meeting neither the Chairman nor the President nor such Director is present within five (5) minutes after the time appointed for holding the meeting, or if neither of them is willing to act as chairman, the Directors present shall choose one of their number to act or if one Director only is present he shall preside as chairman if willing to act. If no Director is present, or if each of the Directors present declines to take the chair, the persons present and entitled to vote on a poll shall elect one of their number to be chairman.
|
75.
|
The chairman of the meeting may, with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place but no business shall be transacted at any adjourned meeting except business which might lawfully have been transacted at the meeting from which the adjournment took place. When a meeting is adjourned for three months or more, notice of the adjourned meeting shall be given as in the case of an original meeting.
|
76.
|
Save as expressly provided by these Bye-laws, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.
|
77.
|
Save where a greater majority is required by the Companies Acts or these Bye-laws, any question proposed for consideration at any general meeting shall be decided on by a simple majority of votes cast.
|
78.
|
At any general meeting, a resolution put to the vote of the meeting shall be decided on a show of hands or by a count of votes received in the form of electronic records unless (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) a poll is demanded by:
|
(a)
|
the chairman of the meeting; or
|
(b)
|
at least three Shareholders present in person or represented by proxy; or
|
(c)
|
any Shareholder or Shareholders present in person or represented by proxy and holding between them not less than one tenth of the total voting rights of all the Shareholders having the right to vote at such meeting; or
|
(d)
|
a Shareholder or Shareholders present in person or represented by proxy holding shares conferring the right to vote at such meeting, being shares on which an aggregate sum has been paid up equal to not less than one tenth of the total sum paid up on all such shares conferring such right.
|
79.
|
Unless a poll is so demanded and the demand is not withdrawn, a declaration by the chairman that a resolution has, on a show of hands or on a count of votes received in the form of electronic records, been carried or carried unanimously or by a particular majority or not carried by a particular majority or lost shall be final and conclusive, and an entry to that effect in the minute book of the Company shall be conclusive evidence of the fact without proof of the number of votes recorded for or against such resolution.
|
80.
|
If a poll is duly demanded, the result of the poll shall be deemed to be the resolution of the meeting at which the poll is demanded.
|
81.
|
A poll demanded on the election of a chairman, or on a question of adjournment, shall be taken forthwith. A poll demanded on any other question shall be taken in such manner and either forthwith or at such time (being not later than three months after the date of the demand) and place as the chairman shall direct. It shall not be necessary (unless the chairman otherwise directs) for notice to be given of a poll.
|
82.
|
The demand for a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which the poll has been demanded and it may be withdrawn at any time before the close of the meeting or the taking of the poll, whichever is the earlier.
|
83.
|
On a poll, votes may be cast either personally or by proxy.
|
84.
|
A person entitled to more than one vote on a poll need not use all his votes or cast all the votes he uses in the same way.
|
85.
|
In the case of an equality of votes at a general meeting, whether on a show of hands, a count of votes received in the form of electronic records or on a poll, the chairman of such meeting shall not be entitled to a second or casting vote.
|
86.
|
In the case of joint holders of a share, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the Register in respect of the joint holding.
|
87.
|
A Shareholder who is a patient for any purpose of any statute or applicable law relating to mental health or in respect of whom an order has been made by any Court having jurisdiction for the protection or management of the affairs of persons incapable of managing their own affairs may vote, whether on a show of hands or on a poll, by his receiver, committee, curator bonis or other person in the nature of a receiver, committee or curator bonis appointed by such Court and such receiver, committee, curator bonis or other person may vote on a poll by proxy, and may otherwise act and be treated as such Shareholder for the purpose of general meetings.
|
88.
|
No Shareholder shall, unless the Board otherwise determines, be entitled to vote at any general meeting unless all calls or other sums presently payable by him in respect of shares in the Company have been paid.
|
89.
|
If (i) any objection shall be raised to the qualification of any voter or (ii) any votes have been counted which ought not to have been counted or which might have been rejected or (iii) any votes are not counted which ought to have been counted, the objection or error shall not vitiate the decision of the meeting or adjourned meeting on any resolution unless the same is raised or pointed out at the meeting or, as the case may be, the adjourned meeting at which the vote objected to is given or tendered or at which the error occurs. Any objection or error shall be referred to the chairman of the meeting and shall only vitiate the decision of the meeting on any resolution if the chairman decides that the same may have affected the decision of the meeting. The decision of the chairman on such matters shall be final and conclusive.
|
90.
|
The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney authorised by him in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person authorised to sign the same.
|
91.
|
Any Shareholder may appoint a standing proxy or (if a corporation) representative by depositing at the Registered Office a proxy or (if a corporation) an authorisation and such proxy or authorisation shall be valid for all general meetings and adjournments thereof or, resolutions in writing, as the case may be, until notice of revocation is received at the Registered Office which if permitted by the Principal Act may be in the form of an electronic record. Where a standing proxy or authorisation exists, its operation shall be deemed to have been suspended at any general meeting or adjournment thereof at which the Shareholder is present or in respect to which the Shareholder has specially appointed a proxy or representative. The Board may from time to time require such evidence as it shall deem necessary as to the due execution and continuing validity of any such standing proxy or authorisation and the operation of any such standing proxy or authorisation shall be deemed to be suspended until such time as the Board determines that it has received the requested evidence or other evidence satisfactory to it.
|
92.
|
Subject to Bye-law 91, the instrument appointing a proxy together with such other evidence as to its due execution as the Board may from time to time require, shall be delivered at the Registered Office which if permitted by the Principal Act may be in the form of an electronic record (or at such place as may be specified in the notice convening the meeting or in any notice of any adjournment or, in either case or the case of a written resolution, in any document sent therewith) prior to the holding of the relevant meeting or adjourned meeting at which the person named in the instrument proposes to vote or, in the case of a poll taken subsequently to the date of a meeting or adjourned meeting, before the time appointed for the taking of the poll, or, in the case of a written resolution, prior to the effective date of the written resolution and in default the instrument of proxy shall not be treated as valid.
|
93.
|
Instruments of proxy shall be in any common form or in such other form as the Board may approve and the Board may, if it thinks fit, send out with the notice of any meeting or any written resolution forms of instruments of proxy for use at that meeting or in connection with that written resolution. The instrument of proxy shall be deemed to confer authority to demand or join in demanding a poll and to vote on any amendment of a written resolution or amendment of a resolution put to the meeting for which it is given as the proxy thinks fit. The instrument of proxy shall unless the contrary is stated therein be valid as well for any adjournment of the meeting as for the meeting to which it relates.
|
94.
|
A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity of the principal, or revocation of the instrument of proxy or of the authority under which it was executed, provided that no intimation in writing of such death, insanity or revocation shall have been received by the Company at the Registered Office which if permitted by the Principal Act may be in the form of an electronic record (or such other place as may be specified for the delivery of instruments of proxy in the notice convening the meeting or other documents sent therewith) one hour at least before the commencement of the meeting or adjourned meeting, or the taking of the poll, or the day before the effective date of any written resolution at which the instrument of proxy is used.
|
95.
|
Subject to the Companies Acts, the Board may at its discretion waive any of the provisions of these Bye-laws related to proxies or authorisations and, in particular, may accept such verbal or other assurances as it thinks fit as to the right of any person to attend and vote on behalf of any Shareholder at general meetings or to sign written resolutions.
|
96.
|
Notwithstanding any other provision of these Bye-laws, any member may appoint an irrevocable proxy by depositing at the Registered Office an irrevocable proxy and such irrevocable proxy shall be valid for all general meetings and adjournments thereof, or resolutions in writing, as the case may be, until terminated in accordance with its own terms, or until written notice of termination is received at the Registered Office signed by the proxy. The instrument creating the irrevocable proxy shall recite that it is constituted as such and shall confirm that it is granted with an interest. The operation of an irrevocable proxy shall not be suspended at any general meeting or adjournment thereof at which the member who has appointed such proxy is present and the member may not specially appoint another proxy or vote himself in respect of any shares which are the subject of the irrevocable proxy.
|
97.
|
The number of Directors shall be such number not less than two as the Company by Resolution may from time to time determine and, subject to the Companies Acts and these Bye-laws, shall serve until re-elected or their successors are appointed at the next Annual General Meeting. The Board shall at all times comprise a majority of Directors who are not resident in the United Kingdom.
|
98.
|
The Company shall at the Annual General Meeting and may by Resolution determine the minimum and the maximum number of Directors and may by Resolution determine that one or more vacancies in the Board shall be deemed casual vacancies for the purposes of these Bye-laws. Without prejudice to the power of the Company by Resolution in pursuance of any of the provisions of these Bye-laws to appoint any person to be a Director, the Board, so long as a quorum of Directors remains in office, shall have power at any time and from time to time to appoint any individual to be a Director so as to fill a casual vacancy.
|
99.
|
The Company may in a Special General Meeting called for that purpose remove a Director provided notice of any such meeting shall be served upon the Director concerned not less than 14 days before the meeting and he shall be entitled to be heard at that meeting. Any vacancy created by the removal of a Director at a Special General Meeting may be filled at the Meeting by the election of another Director in his place or, in the absence of any such election, by the Board.
|
100.
|
The office of a Director shall be vacated upon the happening of any of the following events:
|
(a)
|
if he resigns his office by notice in writing delivered to the Registered Office or tendered at a meeting of the Board;
|
(b)
|
if he becomes of unsound mind or a patient for any purpose of any statute or applicable law relating to mental health and the Board resolves that his office is vacated;
|
(c)
|
if he becomes bankrupt or compounds with his creditors;
|
(d)
|
if he is prohibited by law from being a Director;
|
(e)
|
if he ceases to be a Director by virtue of the Companies Acts or is removed from office pursuant to these Bye-laws.
|
101.
|
The Company may by Resolution elect any person or persons to act as Directors in the alternative to any of the Directors or may authorise the Board to appoint such Alternate Directors and a Director may appoint and remove his own Alternate Director. Any appointment or removal of an Alternate Director by a Director shall be effected by depositing a notice of appointment or removal with the Secretary at the Registered Office which if permitted by the Principal Act may be in the form of an electronic record, signed by such Director, and such appointment or removal shall become effective on the date of receipt by the Secretary. Any Alternate Director may be removed by Resolution of the Company and, if appointed by the Board, may be removed by the Board. Subject as aforesaid, the office of Alternate Director shall continue until the next annual election of Directors or, if earlier, the date on which the relevant Director ceases to be a Director. An Alternate Director may also be a Director in his own right and may act as alternate to more than one Director. No resident of the United Kingdom and no person who is physically located in the United Kingdom during a meeting of the Board may be elected or appointed as an Alternate Director.
|
102.
|
An Alternate Director shall be entitled to receive notices of all meetings of Directors, to attend, be counted in the quorum and vote at any such meeting at which any Director to whom he is alternate is not personally present, and generally to perform all the functions of any Director to whom he is alternate in his absence.
|
103.
|
Every person acting as an Alternate Director shall (except as regards powers to appoint an alternate and remuneration) be subject in all respects to the provisions of these Bye-laws relating to Directors and shall alone be responsible to the Company for his acts and defaults and shall not be deemed to be the agent of or for any Director for whom he is alternate. An Alternate Director may be paid expenses and shall be entitled to be indemnified by the Company to the same extent mutatis mutandis as if he were a Director. Every person acting as an Alternate Director shall have one vote for each Director for whom he acts as alternate (in addition to his own vote if he is also a Director). The signature of an Alternate Director to any resolution in writing of the Board or a committee of the Board shall, unless the terms of his appointment provides to the contrary, be as effective as the signature of the Director or Directors to whom he is alternate.
|
104.
|
The amount, if any, of Directors' fees shall from time to time be determined by the Company by Resolution and in the absence of a determination to the contrary in general meeting, such fees shall be deemed to accrue from day to day. Each Director may be paid his reasonable travelling, hotel and incidental expenses in attending and returning from meetings of the Board or committees constituted pursuant to these Bye-laws or general meetings and shall be paid all expenses properly and reasonably incurred by him in the conduct of the Company's business or in the discharge of his duties as a Director. Any Director who, by request, goes or resides abroad for any purposes of the Company or who performs services which in the opinion of the Board go beyond the ordinary duties of a Director may be paid such extra remuneration (whether by way of salary, commission, participation in profits or otherwise) as the Board may determine, and such extra remuneration shall be in addition to any remuneration provided for by or pursuant to any other Bye-law.
|
105.
|
A Director may hold any other office or place of profit with the Company (except that of auditor) in conjunction with his office of Director for such period and upon such terms as the Board may determine, and may be paid such extra remuneration therefor (whether by way of salary, commission, participation in profits or otherwise) as the Board may determine, and such extra remuneration shall be in addition to any remuneration provided for by or pursuant to any other Bye-law.
|
106.
|
A Director may act by himself or his firm in a professional capacity for the Company (otherwise than as auditor) and he or his firm shall be entitled to remuneration for professional services as if he were not a Director.
|
107.
|
Subject to the Companies Acts, a Director may notwithstanding his office be a party to, or otherwise interested in, any transaction or arrangement with the Company or in which the Company is otherwise interested; and be a Director or other officer of, or employed by, or a party to any transaction or arrangement with, or otherwise interested in, any body corporate promoted by the Company or in which the Company is interested. The Board may also cause the voting power conferred by the shares in any other company held or owned by the Company to be exercised in such manner in all respects as it thinks fit, including the exercise thereof in favour of any resolution appointing the Directors or any of them to be directors or officers of such other company, or voting or providing for the payment of remuneration to the directors or officers of such other company.
|
108.
|
So long as, where it is necessary, he declares the nature of his interest at the first opportunity at a meeting of the Board or by writing to the Directors as required by the Companies Acts, a Director shall not by reason of his office be accountable to the Company for any benefit which he derives from any office or employment to which these Bye-laws allow him to be appointed or from any transaction or arrangement in which these Bye-laws allow him to be interested, and no such transaction or arrangement shall be liable to be avoided on the ground of any interest or benefit.
|
109.
|
Subject to the Companies Acts and any further disclosure required thereby, a general notice to the Directors by a Director or officer declaring that he is a director or officer or has an interest in a person and is to be regarded as interested in any transaction or arrangement made with that person, shall be a sufficient declaration of interest in relation to any transaction or arrangement so made.
|
110.
|
Subject to the provisions of the Companies Acts and these Bye-laws and to any directions given by the Company by Resolution, the Board shall manage the business of the Company and may pay all expenses incurred in promoting and incorporating the Company and may exercise all the powers of the Company. No alteration of these Bye-laws and no such direction shall invalidate any prior act of the Board which would have been valid if that alteration had not been made or that direction had not been given. The powers given by this Bye-law shall not be limited by any special power given to the Board by these Bye-laws and a meeting of the Board at which a quorum is present shall be competent to exercise all the powers, authorities and discretions for the time being vested in or exercisable by the Board.
|
111.
|
The Board may exercise all the powers of the Company to borrow money and to mortgage or charge all or any part of the undertaking, property and assets (present and future) and uncalled capital of the Company and to issue debentures and other securities, whether outright or as collateral security for any debt, liability or obligation of the Company or of any other persons.
|
112.
|
All cheques, promissory notes, drafts, bills of exchange and other instruments, whether negotiable or transferable or not, and all receipts for money paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, in such manner as the Board shall from time to time by resolution determine.
|
113.
|
The Board on behalf of the Company may provide benefits, whether by the payment of gratuities or pensions or otherwise, for any person including any Director or former Director who has held any executive office or employment with the Company or with any body corporate which is or has been a subsidiary or affiliate of the Company or a predecessor in the business of the Company or of any such subsidiary or affiliate, and to any member of his family or any person who is or was dependent on him, and may contribute to any fund and pay premiums for the purchase or provision of any such gratuity, pension or other benefit, or for the insurance of any such person.
|
114.
|
The Board, on behalf of the Company, may provide benefits, whether pursuant to a Share Option Scheme or by the payment of gratuities or pensions or otherwise, for any Director or Officer (whether or not an employee) and any person who has held any executive office or employment with the Company or with any body corporate which has been a subsidiary or affiliate of the Company or a predecessor in the business of the Company or of any such subsidiary or affiliate, and to any member of his family or any person who is or was dependent on him, and may contribute to any fund and pay premiums for the purchase or provision of any such gratuity, pension or other benefit, or for the insurance of any such person in connection with the provision of pensions. Subject to the provisions of the Principal Act from time to time in force relating to financial assistance and dealings with Directors, the Board may also establish and maintain a Share Option Scheme and (if such Share Option Scheme so provides) contribute to such Share Option Scheme for the purchase by the Company or transfer, allotment or issue from the Company to trustees of shares in the Company, such shares to be held for the benefit of scheme participants (including Directors and Officers) and, subject to the Principal Act, lend money to such trustees or scheme participants to enable the purchase of such shares.
|
115.
|
The Board may from time to time appoint one or more of its body to hold any other employment or executive office with the Company for such period and upon such terms as the Board may determine and may revoke or terminate any such appointments. Any such revocation or termination as aforesaid shall be without prejudice to any claim for damages that such Director may have against the Company or the Company may have against such Director for any breach of any contract of service between him and the Company which may be involved in such revocation or termination. Any person so appointed shall receive such remuneration (if any) (whether by way of salary, commission, participation in profits or otherwise) as the Board may determine, and either in addition to or in lieu of his remuneration as a Director.
|
116.
|
The Board may by power of attorney appoint any company, firm or person or any fluctuating body of persons, whether nominated directly or indirectly by the Board, to be the attorney or attorneys of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Board under these Bye-laws) and for such period and subject to such conditions as it may think fit, and any such power of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorney and of such attorney as the Board may think fit, and may also authorise any such attorney to sub-delegate all or any of the powers, authorities and discretions vested in him.
|
117.
|
The Board may entrust to and confer upon any Director or officer any of the powers exercisable by it upon such terms and conditions with such restrictions as it thinks fit, and either collaterally with, or to the exclusion of, its own powers, and may from time to time revoke or vary all or any of such powers but no person dealing in good faith and without notice of such revocation or variation shall be affected thereby.
|
118.
|
The Board may delegate any of its powers, authorities and discretions to any person or to committees, consisting of such person or persons (whether a member or members of its body or not) as it thinks fit, provided that, where possible, such committee shall not comprise of a person or a majority of persons who are resident in the United Kingdom. Any committee so formed shall, in the exercise of the powers, authorities and discretions so delegated, conform to any regulations which may be imposed upon it by the Board. Further, the Board may authorize any company, firm, person or body of persons to act on behalf of the Company for any specific purpose and in connection therewith to execute any deed, agreement, document or instrument on behalf of the Company.
|
119.
|
The Board may meet for the despatch of business, adjourn and otherwise regulate its meetings as it thinks fit provided that Board Meetings are to be held outside Norway and the United Kingdom. Questions arising at any meeting shall be determined by a majority of votes cast. No Director (including the Chairman, if any, of the Board) shall be entitled to a second or casting vote. In the case of an equality of votes the motion shall be deemed to have been lost. A Director may, and the Secretary on the requisition of a Director shall, at any time summon a meeting of the Board.
|
120.
|
Notice of a meeting of the Board shall be deemed to be duly given to a Director if it is sent to him by post, cable, telex, telecopier, electronic means, or other mode of representing or reproducing words in a legible and non-transitory form at his last known address or any other address given by him to the Company for this purpose. Written notice of Board meetings shall be given with reasonable notice being not less than 24 hours whenever practicable. A Director may waive notice of any meeting either prospectively or retrospectively.
|
121.
|
The quorum necessary for the transaction of the business of the Board may be fixed by the Board and, unless so fixed at any other number, shall be a majority of the Board present in person or by proxy, provided that a quorum shall not be present unless a majority of the Directors present are neither resident in Norway nor physically located or resident in the United Kingdom. Any Director who ceases to be a Director at a meeting of the Board may continue to be present and to act as a Director and be counted in the quorum until the termination of the meeting if no other Director objects and if otherwise a quorum of Directors would not be present.
|
122.
|
A Director who to his knowledge is in any way, whether directly or indirectly, interested in a contract or proposed contract, transaction or arrangement with the Company and has complied with the provisions of the Companies Acts and these Bye-laws with regard to disclosure of his interest shall be entitled to vote in respect of any contract, transaction or arrangement in which he is so interested and if he shall do so his vote shall be counted, and he shall be taken into account in ascertaining whether a quorum is present.
|
123.
|
So long as a quorum of Directors remains in office, the continuing Directors may act notwithstanding any vacancy in the Board but, if no such quorum remains, the continuing Directors or a sole continuing Director may act only for the purpose of calling a general meeting.
|
124.
|
The Chairman (if any) of the Board or, in his absence, the President (if any) or in his absence the Director who has been appointed as the head of the Board shall preside as chairman at every meeting of the Board. If there is no such Chairman, President or Director or if at any meeting the Chairman, President or Director is not present within five (5) minutes after the time appointed for holding the meeting, or is not willing to act as chairman, the Directors present may choose one of their number to be chairman of the meeting.
|
125.
|
The meetings and proceedings of any committee consisting of two or more members shall be governed by the provisions contained in these Bye-laws for regulating the meetings and proceedings of the Board so far as the same are applicable and are not superseded by any regulations imposed by the Board.
|
126.
|
A resolution in writing signed by all the Directors for the time being entitled to receive notice of a meeting of the Board or by all the members of a committee for the time being shall be as valid and effectual as a resolution passed at a meeting of the Board or, as the case may be, of such committee duly called and constituted provided that no such resolution shall be valid and effective unless the signatures of all such directors or all such committee members are affixed outside the United Kingdom. Such resolution may be contained in one document or in several documents in the like form each signed by one or more of the Directors (or their Alternate Directors) or members of the committee concerned.
|
127.
|
A meeting of the Board or a committee appointed by the Board may be held by means of such telephone, electronic or other communication facilities as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously and participation in such a meeting shall constitute presence in person at such meeting.
A meeting of the Board or committee appointed by the Board held in the foregoing manner shall be deemed to take place at the place where the largest group of participating Directors or committee members has assembled or, if no such group exists, at the place where the chairman of the meeting participates which place shall, so far as reasonably practicable, be at the Registered Office of the Company or at an office of one of the group of companies of which the Company is a part, located outside of the United Kingdom. In no event shall the place where the largest group of participating Directors or committee members has assembled or, if no such group exists, the place where the chairman of the meeting participates, be located in the United Kingdom. The Board or relevant committee shall use its best endeavours to ensure that any such meeting is not deemed to have been held in Norway, and the fact that one or more Directors may be present at such teleconference by virtue of his being physically in Norway shall not deem such meeting to have taken place in Norway.
|
128.
|
All acts done by the Board or by any committee or by any person acting as a Director or member of a committee or any person duly authorised by the Board or any committee, shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any member of the Board or such committee or person acting as aforesaid or that they or any of them were disqualified or had vacated their office, be as valid as if every such person had been duly appointed and was qualified and had continued to be a Director, member of such committee or person so authorised.
|
129.
|
The Board shall appoint one of their number to the office of Chairman, and may appoint any person whether or not he is a Director to hold such office as the Board may from time to time determine. Any person elected or appointed pursuant to this Bye-law shall hold office for such period and upon such terms as the Board may determine and the Board may revoke or terminate any such election or appointment. Any such revocation or termination shall be without prejudice to any claim for damages that such officer may have against the Company or the Company may have against such officer for any breach of any contract of service between him and the Company which may be involved in such revocation or termination. Save as provided in the Companies Acts or these Bye-laws, the powers and duties of the officers of the Company shall be such (if any) as are determined from time to time by the Board.
|
130.
|
The Directors shall cause minutes to be made and books kept for the purpose of recording:
|
(a)
|
all appointments of officers made by the Directors;
|
(b)
|
the names of the Directors and other persons (if any) present at each meeting of Directors and of any committee;
|
(c)
|
of all proceedings at meetings of the Company, of the holders of any class of shares in the Company, and of committees;
|
(d)
|
of all proceedings of managers (if any).
|
131.
|
The Secretary and Resident Representative, if necessary, shall be appointed by the Board at such remuneration (if any) and upon such terms as it may think fit and any Secretary so appointed may be removed by the Board.
|
132.
|
The duties of the Secretary shall be those prescribed by the Companies Acts together with such other duties as shall from time to time be prescribed by the Board.
|
133.
|
A provision of the Companies Acts or these Bye-laws requiring or authorising a thing to be done by or to a Director and the Secretary shall not be satisfied by its being done by or to the same person acting both as Director and as, or in the place of, the Secretary.
|
134.
|
The Company may, but need not, have a Seal and one or more duplicate Seals for use in any place in or outside Bermuda.
|
135.
|
If the Company has a Seal it shall consist of a circular metal device with the name of the Company around the outer margin thereof and the country and year of incorporation across the centre thereof.
|
136.
|
The Board shall provide for the custody of every Seal, if any. A Seal shall only be used by authority of the Board or of a committee constituted by the Board. Subject to these Bye-laws, any instrument to which a Seal is affixed shall be signed by at least one Director or the Secretary, or by any person (whether or not a Director or the Secretary), who has been authorised either generally or specifically to attest to the use of a Seal.
|
137.
|
The Secretary, a Director or the Resident Representative may affix a Seal attested with his signature to certify the authenticity of any copies of documents.
|
138.
|
The Board may from time to time declare cash dividends or distributions out of contributed surplus to be paid to the Shareholders according to their rights and interests including such interim dividends as appear to the Board to be justified by the position of the Company. The Board may also pay any fixed cash dividend which is payable on any shares of the Company half yearly or on such other dates, whenever the position of the Company, in the opinion of the Board, justifies such payment.
|
139.
|
Except insofar as the rights attaching to, or the terms of issue of, any share otherwise provide:
|
(a)
|
all dividends or distributions out of contributed surplus may be declared and paid according to the amounts paid up on the shares in respect of which the dividend or distribution is paid, and an amount paid up on a share in advance of calls may be treated for the purpose of this Bye-law as paid-up on the share;
|
(b)
|
dividends or distributions out of contributed surplus may be apportioned and paid pro rata according to the amounts paid-up on the shares during any portion or portions of the period in respect of which the dividend or distribution is paid.
|
140.
|
The Board may deduct from any dividend, distribution or other moneys payable to a Shareholder by the Company on or in respect of any shares all sums of money (if any) presently payable by him to the Company on account of calls or otherwise in respect of shares of the Company.
|
141.
|
No dividend, distribution or other moneys payable by the Company on or in respect of any share shall bear interest against the Company.
|
142.
|
Any dividend distribution, interest or other sum payable in cash to the holder of shares may be paid by cheque or warrant sent through the mail addressed to the holder at his address in the Register or, as the case may be, a Branch Register or, in the case of joint holders, addressed to the holder whose name stands first in the Register or, as the case may be, a Branch Register in respect of the shares at his registered address as appearing in the Register or, as the case may be, a Branch Register or addressed to such person at such address as the holder or joint holders may in writing direct. Every such cheque or warrant shall, unless the holder or joint holders otherwise direct, be made payable to the order of the holder or, in the case of joint holders, to the order of the holder whose name stands first in the Register or, as the case may be, a Branch Register in respect of such shares, and shall be sent at his or their risk, and payment of the cheque or warrant by the bank on which it is drawn shall constitute a good discharge to the Company. Any one of two or more joint holders may give effectual receipts for any dividends, distributions or other moneys payable or property distributable in respect of the shares held by such joint holders.
|
143.
|
Any dividend or distribution out of contributed surplus unclaimed for a period of six years from the date of declaration of such dividend or distribution shall be forfeited and shall revert to the Company and the payment by the Board of any unclaimed dividend, distribution, interest or other sum payable on or in respect of the share into a separate account shall not constitute the Company a trustee in respect thereof.
|
144.
|
With the sanction of a Resolution the Board may direct payment or satisfaction of any dividend or distribution out of contributed surplus wholly or in part by the distribution of specific assets, and in particular of paid-up shares or debentures of any other company, and where any difficulty arises in regard to such distribution or dividend the Board may settle it as it thinks expedient, and in particular, may authorise any person to sell and transfer any fractions or may ignore fractions altogether, and may fix the value for distribution or dividend purposes of any such specific assets and may determine that cash payments shall be made to any Shareholders upon the footing of the values so fixed in order to secure equality of distribution and may vest any such specific assets in trustees as may seem expedient to the Board.
|
145.
|
The Board may, before recommending or declaring any dividend or distribution out of contributed surplus, set aside such sums as it thinks proper as reserves which shall, at the discretion of the Board, be applicable for any purpose of the Company and pending such application may, also at such discretion, either be employed in the business of the Company or be invested in such investments as the Board may from time to time think fit. The Board may also without placing the same to reserve carry forward any sums which it may think it prudent not to distribute.
|
146.
|
The Company may, upon the recommendation of the Board, at any time and from time to time pass a Resolution to the effect that it is desirable to capitalise all or any part of any amount for the time being standing to the credit of any reserve or fund which is available for distribution or to the credit of any share premium account or any capital redemption reserve fund and accordingly that such amount be set free for distribution amongst the Shareholders or any class of Shareholders who would be entitled thereto if distributed by way of dividend and in the same proportions, on the footing that the same be not paid in cash but be applied either in or towards paying up amounts for the time being unpaid on any shares in the Company held by such Shareholders respectively or in payment up in full of unissued shares, debentures or other obligations of the Company, to be allotted and distributed credited as fully paid amongst such Shareholders, or partly in one way and partly in the other, and the Board shall give effect to such Resolution, provided that for the purpose of this Bye-law, a share premium account and a capital redemption reserve fund may be applied only in paying up of unissued shares to be issued to such Shareholders credited as fully paid and provided further that any sum standing to the credit of a share premium account may only be applied in crediting as fully paid shares of the same class as that from which the relevant share premium was derived.
|
147.
|
Where any difficulty arises in regard to any distribution under Bye-law 146, the Board may settle the same as it thinks expedient and, in particular, may authorise any person to sell and transfer any fractions or may resolve that the distribution should be as nearly as may be practicable in the correct proportion but not exactly so or may ignore fractions altogether, and may determine that cash payments should be made to any Shareholders in order to adjust the rights of all parties, as may seem expedient to the Board. The Board may appoint any person to sign on behalf of the persons entitled to participate in the distribution any contract necessary or desirable for giving effect thereto and such appointment shall be effective and binding upon the Shareholders.
|
148.
|
Notwithstanding any other provisions of these Bye-laws, the Company may by Resolution or the Board may fix any date as the record date for any dividend, distribution, allotment or issue and for the purpose of identifying the persons entitled to receive notices of general meetings. Any such record date may be on or at any time before or after any date on which such dividend, distribution, allotment or issue is declared, paid or made or such notice is despatched.
|
149.
|
The Board shall cause to be kept accounting records sufficient to give a true and fair view of the state of the Company's affairs and to show and explain its transactions, in accordance with the Companies Acts.
|
150.
|
The records of account shall be kept at the Registered Office or at such other place or places as the Board thinks fit, and shall at all times be open to inspection by the Directors: PROVIDED that if the records of account are kept at some place outside Bermuda, there shall be kept at an office of the Company in Bermuda such records as will enable the Directors to ascertain with reasonable accuracy the financial position of the Company at the end of each three month period. No Shareholder (other than an officer of the Company) shall have any right to inspect any accounting record or book or document of the Company except as conferred by law or authorised by the Board or by Resolution.
|
151.
|
A copy of every balance sheet and statement of income and expenditure, including every document required by law to be annexed thereto, which is to be laid before the Company in general meeting, together with a copy of the auditors' report, shall be sent to each person entitled thereto in accordance with the requirements of the Companies Acts. Pursuant to Bye-law 117, the Board may delegate to the Finance Officer responsibility for the proper maintenance and safe keeping of all of the accounting records of the Company and (subject to the terms of any resolution from time to time passed by the Board relating to the extent of the duties of the Finance Officer) the Finance Officer shall have primary responsibility for (a) the preparation of proper management accounts of the Company (at such intervals as may be required) and (b) the periodic delivery of such management accounts to the Registered Office in accordance with the Companies Acts.
|
152.
|
Save and to the extent that an audit is waived in the manner permitted by the Companies Acts, auditors shall be appointed and their duties regulated in accordance with the Companies Acts, any other applicable law and such requirements not inconsistent with the Companies Acts as the Board may from time to time determine.
|
153.
|
Any notice or other document (including a share certificate) may be served on or delivered to any Shareholder by the Company either personally or by sending it through the post (by airmail where applicable) in a pre-paid letter addressed to such Shareholder at his address as appearing in the Register or by delivering it to or leaving it at such registered address. In the case of joint holders of a share, service or delivery of any notice or other document on or to one of the joint holders shall for all purposes be deemed as sufficient service on or delivery to all the joint holders. Any notice or other document if sent by post shall be deemed to have been served or delivered seven days after it was put in the post, and in proving such service or delivery, it shall be sufficient to prove that the notice or document was properly addressed, stamped and put in the post.
|
154.
|
Any notice of a general meeting of the Company shall be deemed to be duly given to a Shareholder if it is sent to him by cable, telex, telecopier or other mode of representing or reproducing words in a legible and non-transitory form at his address as appearing in the Register or any other address given by him to the Company for this purpose. Any such notice shall be deemed to have been served twenty-four hours after its despatch.
|
155.
|
Any notice or other document shall be deemed to be duly given to a Shareholder if it is delivered to such Shareholder by means of an electronic record in accordance with Section 2A of the Principal Act.
|
156.
|
Any notice or other document delivered, sent or given to a Shareholder in any manner permitted by these Bye-laws shall, notwithstanding that such Shareholder is then dead or bankrupt or that any other event has occurred, and whether or not the Company has notice of the death or bankruptcy or other event, be deemed to have been duly served or delivered in respect of any share registered in the name of such Shareholder as sole or joint holder unless his name shall, at the time of the service or delivery of the notice or document, have been removed from the Register as the holder of the share, and such service or delivery shall for all purposes be deemed as sufficient service or delivery of such notice or document on all persons interested (whether jointly with or as claiming through or under him) in the share.
|
157.
|
If the Company shall be wound up, the liquidator may, with the sanction of a Resolution of the Company and any other sanction required by the Companies Acts, divide amongst the Shareholders in specie or kind the whole or any part of the assets of the Company (whether they shall consist of property of the same kind or not) and may for such purposes set such values as he deems fair upon any property to be divided as aforesaid and may determine how such division shall be carried out as between the Shareholders or different classes of Shareholders. The liquidator may, with the like sanction, vest the whole or any part of such assets in trustees upon such trust for the benefit of the contributories as the liquidator, with the like sanction, shall think fit, but so that no Shareholder shall be compelled to accept any shares or other assets upon which there is any liability.
|
158.
|
Subject to the provisions of Bye-law 166, no Director, Alternate Director, Officer, person or member of a committee authorised under Bye-law 118, Resident Representative of the Company or his heirs, executors or administrators shall be liable for the acts, receipts, neglects, or defaults of any other such person or any person involved in the formation of the Company, or for any loss or expense incurred by the Company through the insufficiency or deficiency of title to any property acquired by the Company, or for the insufficiency of deficiency of any security in or upon which any of the monies of the Company shall be invested, or for any loss or damage arising from the bankruptcy, insolvency, or tortious act of any person with whom any monies, securities, or effects shall be deposited, or for any loss occasioned by any error of judgment, omission, default, or oversight on his part, or for any other loss, damage or misfortune whatever which shall happen in relation to the execution of his duties, or supposed duties, to the Company or otherwise in relation thereto.
|
159.
|
Subject to the provisions of Bye-law 166, every
Director, Alternate Director, Officer, person or member of a committee authorised under Bye-law 118, Resident Representative of the Company and their respective heirs, executors or administrators
shall be indemnified and held harmless out of the funds of the Company to the fullest extent permitted by Bermuda law against all liabilities, loss, damage or expense (including but not limited to liabilities under contract, tort and statute or any applicable foreign law or regulation and all reasonable legal and other costs and expenses properly payable) incurred or suffered by him as such Director, Alternate Director, Officer, person or committee member or Resident Representative and the indemnity contained in this Bye-law shall extend to any person acting as such Director, Alternate Director, Officer, person or committee member or Resident Representative in the reasonable belief that he has been so appointed or elected notwithstanding any defect in such appointment or election.
|
160.
|
Every Director, Alternate Director, Officer, person or member of a committee duly authorised under Bye-law 118, Resident Representative of the Company
and their respective heirs, executors or administrators
shall be indemnified out of the funds of the Company against all liabilities incurred by him as such Director, Alternate Director, Officer, person or committee member or Resident Representative in defending any proceedings, whether civil or criminal, in which judgment is given in his favour, or in which he is acquitted, or in connection with any application under the Companies Acts in which relief from liability is granted to him by the court.
|
161.
|
To the extent that any Director, Alternate Director, Officer, person or member of a committee duly authorised under Bye-law 118, Resident Representative of the Company or
any of their respective heirs, executors or administrators
is entitled to claim an indemnity pursuant to these Bye-laws in respect of amounts paid or discharged by him, the relative indemnity shall take effect as an obligation of the Company to reimburse the person making such payment or effecting such discharge.
|
162.
|
The Board may arrange for the Company to be insured in respect of all or any part of its liability under the provision of these Bye-laws and may also purchase and maintain insurance for the benefit of any Directors, Alternate Directors, Officers, person or member of a committee authorised under Bye-law 118, employees or Resident Representatives of the Company in respect of any liability that may be incurred by them or any of them howsoever arising in connection with their respective duties or supposed duties to the Company. This Bye-law shall not be construed as limiting the powers of the Board to effect such other insurance on behalf of the Company as it may deem appropriate.
|
163.
|
Notwithstanding anything contained in the Principal Act, the Company may advance moneys to an Officer or Director for the costs, charges and expenses incurred by the Officer or Director in defending any civil or criminal proceedings against them on the condition that the Director or Officer shall repay the advance if any allegation of fraud or dishonesty is proved against them.
|
164.
|
Each member agrees to waive any claim or right of action he might have, whether individually or by or in the right of the Company, against any Director
, Alternate Director, Officer of the Company, person or member of a committee authorised under Bye-law 118, Resident Representative of the Company or any of their respective heirs, executors or administrators
on account of any action taken by any such person, or the failure of any such person to take any action in the performance of his duties, or supposed duties, to the Company or otherwise in relation thereto.
|
165.
|
The restrictions on liability, indemnities and waivers provided for in Bye-laws 158 to 164 inclusive shall not extend to any matter which would render the same void pursuant to the Companies Acts.
|
166.
|
The restrictions on liability, indemnities and waivers contained in Bye-laws 158 to 164 inclusive shall be in addition to any rights which any person concerned may otherwise be entitled by contract or as a matter of applicable Bermuda law.
|
167.
|
Subject to the Companies Acts, the Company may with the approval of the Board by resolution adopted by a majority of Directors then in office, approve the discontinuation of the Company in Bermuda and the continuation of the Company in a jurisdiction outside Bermuda.
|
168.
|
These Bye-laws may be amended from time to time in the manner provided for in the Companies Acts
, provided that any such amendment shall only become operative to the extent that it has been confirmed by Resolution
.
|
NAME
|
COUNTRY OF INCORPORATION
|
OWNERSHIP AND VOTING PERCENTAGE
|
KTL Belgravia I, Inc.
|
Republic of Liberia
|
100%
|
KTL Belgravia II, Inc.
|
Republic of Liberia
|
100%
|
Golden Future Inc.
|
Republic of Liberia
|
100%
|
Golden Zhejiang Inc.
|
Republic of Liberia
|
100%
|
KTL Finsbury Inc.
|
Republic of Liberia
|
100%
|
KTL Fulham Inc.
|
Republic of Liberia
|
100%
|
KTL Bexley Inc.
|
Republic of Liberia
|
100%
|
KTL Barnet Inc.
|
Republic of Liberia
|
100%
|
KTL Bromley Inc.
|
Republic of Liberia
|
100%
|
Palila Inc.
|
Republic of Liberia
|
100%
|
Parula Inc.
|
Republic of Liberia
|
100%
|
Front Singapore Inc.
|
Republic of Liberia
|
100%
|
Petrel Inc.
|
Republic of Liberia
|
100%
|
Piper Inc.
|
Republic of Liberia
|
100%
|
Front Santiago Inc.
|
Republic of Liberia
|
100%
|
Front Seoul Inc.
|
Republic of Liberia
|
100%
|
Front Stockholm Inc.
|
Republic of Liberia
|
100%
|
Front Santos Inc.
|
Republic of Liberia
|
100%
|
Front Shanghai Inc.
|
Republic of Liberia
|
100%
|
Front Savannah Inc.
|
Republic of Liberia
|
100%
|
Front Sakura Inc.
|
Republic of Liberia
|
100%
|
Front Seville Inc.
|
Republic of Liberia
|
100%
|
Front Asos Inc.
|
Republic of Liberia
|
100%
|
Front Fuji Inc.
|
Republic of Liberia
|
100%
|
Front San Francisco Inc.
|
Republic of Liberia
|
100%
|
Front Scape Inc.
|
Republic of Liberia
|
100%
|
Front Swift Inc.
|
Republic of Liberia
|
100%
|
Front Atlantic Inc.
|
Republic of Liberia
|
100%
|
Front Baltic Inc.
|
Republic of Liberia
|
100%
|
Front Caribbean Inc.
|
Republic of Liberia
|
100%
|
Front Mediterranean Inc.
|
Republic of Liberia
|
100%
|
Front Cirrus Inc.
|
Republic of Liberia
|
100%
|
Front Cumulus Inc.
|
Republic of Liberia
|
100%
|
Front Nimbus Inc.
|
Republic of Liberia
|
100%
|
Front Arcus Inc.
|
Republic of Liberia
|
100%
|
Front Incus Inc.
|
Republic of Liberia
|
100%
|
Front Calvus Inc.
|
Republic of Liberia
|
100%
|
Front Fractus Inc.
|
Republic of Liberia
|
100%
|
Front Radiatus Inc.
|
Republic of Liberia
|
100%
|
Golden Ocean Group Management (Bermuda) Ltd.
|
Bermuda
|
100%
|
Golden Ocean Management AS
|
Norway
|
100%
|
Golden Ocean Management Asia Pte Ltd.
|
Singapore
|
100%
|
Golden Ocean Trading Ltd.
|
Bermuda
|
100%
|
Golden Ocean (Cyprus) Ltd.
|
Cyprus
|
100%
|
1.
|
I have reviewed this annual report on Form 20-F of Golden Ocean Group Limited;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
|
4.
|
The company's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the company's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the company's internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company's internal control over financial reporting; and
|
5.
|
The company's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company's auditors and the audit committee of the company's board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the company's internal control over financial reporting.
|
/s/ Herman Billung
|
|
Herman Billung
|
|
Principal Executive Officer
|
|
1.
|
I have reviewed this annual report on Form 20-F of Golden Ocean Group Limited;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
|
4.
|
The company's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the company's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the company's internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company's internal control over financial reporting; and
|
5.
|
The company's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company's auditors and the audit committee of the company's board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the company's internal control over financial reporting.
|
/s/ Birgitte Ringstad Vartdal
|
|
Birgitte Ringstad Vartdal
|
|
Principal Financial Officer
|
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Herman Billung
|
|
Herman Billung
|
|
Principal Executive Officer
|
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Birgitte Ringstad Vartdal
|
|
Birgitte Ringstad Vartdal
|
|
Principal Financial Officer
|
|