Markets | Equity Research

INVESTMENT RESEARCH

Dockwise
Ener - Oil Drilling, Equip&Svc / The Netherlands

Initiating coverage

Target Price EUR 21.00 Expected performance (12 mth) 57.2% BUY EUR 13.36 (Closing price 25-Jul-12)

Securing pole position for market upturn

26 July 2012 Analyst: Thijs Berkelder ABN AMRO Bank N.V. Tel: +31 20 383 1216 Email: thijs.berkelder@nl.abnamro.com Analyst: Alwin Wijtsma ABN AMRO Bank N.V. Tel: +31 20 343 76 25 Email: alwin.wijtsma@nl.abnamro.com

Dockwise to double revenues towards 2015

Dockwise is expected to strongly improve its revenues in the coming years (to USD 833m in 2015, up from USD 399m in 2011) for three key reasons:
Demand oil & gas industry: jack-up utilisation in the Gulf of Mexico is for the first time since the Macondo disaster improving again. Dockwise further has a record backlog of new projects in offshore but also in onshore (LNG). This should enable Dockwise to lift utilisation of its fleet back to 80-85% (68% in 2011) and day rates by some 20%. New vessels:
Low Neutral High High

Opinion on qualitative criteria

Accounting Quality of track record Solvency Currency risk Risk of asset write-off

in December 2012 Dockwise will take delivery of the new ultra-large Vanguard vessel, which in due course should be able to deliver USD 80-90m of revenues.

Fairstar:

the recent acquisition (3 vessels plus 2 under construction) is expected to add USD 140-160m of revenues, primarily thanks to the large long-term LNG contracts it operates for Gorgon and Ichthys.

Share price performance/EPS revision (EUR) Price

16.0 15.0 14.0 13.0 12.0 11.0 10.0 9.0 8.0 Aug Oct Dec Feb Apr Jun

ABN AMRO EPS est. 2012

1.6 1.4 1.2 1.0 0.8 0.6 0.4 0.2 0.0

Share price to double as well?

Today we initiate coverage on Dockwise with a BUY. On delivery of the expected growth, and viewing its valuation history, the market should price the company next year at least at 4.5-5x 2013 EBITDA (adjusted for vessels under construction), offering a 57% upside to our price target of EUR 21.

Year to December Sales (USD m) EBITDA (USD m) Net profit excl. extr. & amort. (USD m) Net profit (USD m) EBITDA margin (%) ROCE (incl. goodwill) (%) Net gearing (%) EPS before extr. & amort. (USD) EPS (USD) DPS (USD) % change sales % change EPS (excl. extr. & amort.) EV/Sales EV/EBITDA P/E (excl. extr. & amort.) P/E PE/growth (excl. extr.) Free cash flow yield (%)

2010 439.1 166.8 37.5 17.4 38.0 4.8 0.5 1.76 0.82 0.00 (8.1) (62.7) 2.45 6.5 13.8 29.8 nmf 13.2

2011 398.6 134.3 1.9 (33.5) 33.7 0.8 0.5 0.08 (1.32) 0.00 (9.2) (95.7) 1.69 5.0 nmf nmf nmf (4.4)

2012e 531.1 191.7 49.2 34.0 36.1 6.3 0.5 1.44 1.00 0.00 33.2 1,807.1 1.96 5.4 11.2 16.2 nmf (24.6)

2013e 739.6 326.1 140.7 140.7 44.1 10.7 0.4 3.23 3.23 0.00 39.3 124.3 1.57 3.5 5.0 5.0 0.0 22.6

2014e 770.4 337.3 158.5 158.5 43.8 10.9 0.2 3.64 3.64 0.00 4.2 12.6 1.40 3.2 4.4 4.4 0.1 23.9

Source: FactSet, ABN AMRO Equity Research

Market capitalisation (USD m) No. of shares (m) Free float 1/3/12 mth perf. (%) High/low 52 weeks (EUR) Next results due Price/book value (x) Volatility () (5yrs/Euronext 100) Reuters symbol Bloomberg symbol Website 640.7 39.6 57.9% 7.3/(7.2)/(22.6) 17.39/8.14 14 August 2012 0.5 DOCKW.AS DOCKW NA

www.dockwise.com

IMPORTANT: PLEASE READ DISCLOSURES AND DISCLAIMERS BEGINNING ON PAGE 30

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ABN AMRO

Contents
1. Executive Summary 1.1. Dockwise to double revenues towards 2015 1.2. Share price to double as well? 1.3. Global market leader in marine heavy transport 1.4. Acquisition Fairstar: successful but how about vessel no. 5? 1.5. Vanguard: big is beautiful Acquisition Fairstar 2.1. Strategic rationale of the transaction 2.2. Global heavy lift fleet: Dockwise becoming more dominant 2.3. Fairstars Red Box and Green Box strategies 2.4. Fairstars vessels under construction 2.4.1. Vessel #3, the Forte 2.4.2. Vessel #4, the Finesse 2.4.3. Vessel #5, the Fathom 2.5. Transaction financing supported by HAL 2.6. Valuation transaction at 5.5-6x EBITDA Outlook: utilisation to improve again 3.1. Dockwise Outlook: optimistic for remainder 2012 3.2. Market drivers: growth in E&P spending is key 3.3. Fairstar Outlook: sharp rise in revenues & EBITDA 3.4. Dockwise backlog at record level 3.5. Vanguard construction on schedule and plenty orders 3.6. Sale of DYT (Dockwise Yacht Transport) delayed 3.7. Fairstars no. 5 vessel to be enlarged? 3.8. ABN AMRO Outlook Valuation 4.1. Historical 4.2. Peer Group 4.3. DCF model 4.4. Conclusion Company Profile 5.1. Short profile 5.2. Acquisition target Fairstar 5.3. Main peers / competitors 5.4. Management 5.5. Shareholder structure Dockwise Q1 results were strong 6.1. ... but helped by project delay 6.2. Vessel occupancy better with stable pricing 6.3. Operating expenses 6.4. Financing: Vanguard milestone payments Acquiring Fairstar not an easy exercise 7.1. Five steps needed to conquer Fairstar 7.1.1. Step 1: initial agreement on 54% stake 7.1.2. Step 2: public offer of NOK 9.30 to 60% stake 7.1.3. Step 3: direct agreement at NOK 10 to 95% stake 7.1.4. Step 4: public offer of NOK 10 for remaining shares 7.1.5. Step 5: delisting and squeeze-out procedure 7.2. Financing of Fairstar 7.2.1. Attempt to issue 50m new shares > blocked by Dockwise 7.2.2. USD 247m 1-year syndicated loan at LIBOR +400-600bp 7.3. Dockwise is now replacing Boards of Fairstar 3 3 3 3 3 3 4 4 5 6 7 7 8 8 8 9 10 10 10 11 12 12 13 13 14 17 17 18 19 19 20 20 21 22 22 22 24 24 24 25 25 26 26 26 26 26 26 26 26 27 27 27

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1.

Executive Summary

1.1. Dockwise to double revenues towards 2015 Dockwise is expected to strongly improve its revenues in the coming years (to USD 833m in 2015, up from USD 399m in 2011) for three key reasons: Demand oil & gas industry: jack-up utilisation in the Gulf of Mexico is for the first time since the Macondo disaster improving again. Dockwise further has record backlog of new projects in offshore but also in onshore (LNG). This should enable Dockwise to lift utilisation of its fleet back to 80-85% (68% in 2011) and day rates by some 20%. New vessels: in December 2012 Dockwise will take delivery of the new ultra-large Vanguard vessel, which in due course should be able to deliver USD 80-90m of revenues. Fairstar: the recent acquisition (3 vessels plus 2 under construction) is expected to add USD 140-160m of revenues, primarily thanks to the large long-term LNG contracts it operates for Gorgon and Ichthys.

1.2. Share price to double as well? Today we initiate coverage on Dockwise with a BUY. On delivery of the expected growth, and viewing its valuation history, the market should price the company next year at least at 4.5-5x 2013 EBITDA (adjusted for vessels under construction), offering a 57% upside to our price target of EUR 21. Be aware that Dockwise historically has been trading around an official EV/EBITDA valuation of some 6.5x EBITDA. Adjusted for assets under construction, historical valuation is closer to a range of 5.0-6.0x EBITDA. 1.3. Global market leader in marine heavy transport With a fleet of 16 large semi-submersible vessels (15 owned plus 1 under management contract), Dockwise already was the largest marine contractor for providing heavy transport services to the offshore and onshore industry. With the addition of Fairstar (3 plus 2 under construction) and the new ultra large Vanguard, it will grow its fleet to 22. Nearest competitor COSCO operates 5 vessels and OHT (Offshore Heavy Transport) just 4. Dockwise is also active in installation services of very heavy offshore platforms. Its Yacht Transport division (3 vessels) is close to being disposed. 1.4. Acquisition Fairstar: successful but how about vessel no. 5? Early July, Dockwise surprised the market with a quicker than expected takeover of competitor Fairstar (for some USD 400m incl. debt). However, after completion of the deal it was negatively surprised with the fact that Fairstar already signed a contract to build a 5th vessel, the 50,000 dwt Fathom (price USD 110m). Fairstar and shipbuilders CSTC and GSI now have agreed to meet and discuss the present situation. It seems reasonable to agree with the yards to proceed with the construction of a new Fairstar vessel but to upgrade the vessel to Blue Marlin size (new price USD 130-140m; 76,000 tonnes vs. 50,000), so that it no longer is necessary to upgrade the Black Marlin (capex of USD 60m). 1.5. Vanguard: big is beautiful Offshore and onshore structures are becoming larger and larger. To accommodate this industry trend Dockwise will take delivery of the Vanguard, the largest semi-submersible transport vessel on the globe. Priced at USD 240m it can carry loads of up to 110,000 dwt on a 16,000 m2 deck, substantially larger than currently transported on the Blue Marlin (76k dwt on 11,000 m2 deck). The Vanguard over time should be able to generate annual revenues of USD 80-90m.

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ABN AMRO

2.

Acquisition Fairstar

After several months of struggle, Fairstars Management and Supervisory Board on July 14 unanimously agreed to recommend the offer by Dockwise. We assume that Dockwise pays NOK 854m (around USD 140m) for 100% of Fairstars equity. It initially offered NOK 9.30 per share, a 22% premium on the last closing price (NOK 7.62), and later offered NOK 10 (31% premium). Dockwise via the acquisition has significantly strengthened its global market leadership in the heavy marine transportation industry. By adding the 5 Fairstar vessels plus the new Vanguard and new COOEC vessel, the Dockwise fleet will be enlarged to 22 vessels from 15 in 2011. Nearest competitor COSCO operates 5 vessels and OHT 4. 2.1. Strategic rationale of the transaction Through the acquisition of Fairstar, Dockwise has become a more diverse heavy marine transportation, installation and logistical management service provider. Whilst Dockwise currently is strong in the exploration and development phase through the transport of drilling rigs, and in the production phase through transporting & installing production platforms, Fairstar enhances its presence in the later downstream processing phase. Dockwise aims to achieve a balance of 50% in exploration and development (short-term projects) and 50% in production and processing (longer term projects).
Combined Dockwise & Fairstar revenues
800 700 600 500 400 300 200 100 0 2008 2009 2010 Dockwise 2011 Fairstar 2012e 2013e

Combined Dockwise & Fairstar EBITDA

350 300 250 200 150 100 50 0 2008 2009 2010 Dockwise 2011 Fairstar 2012e 2013e

Source: ABN AMRO expectations

Source: ABN AMRO expectations

According to Dockwise, the proposed acquisition is expected to deliver substantial strategic benefits and is immediately EBITDA enhancing. It is believed that the proposed combination will bring Dockwise improved, more secure, growth prospects underpinned by a strong, well-capitalised balance sheet.
Pro forma combined backlog Dockwise & Fairstar
350 300 250 200 150 100 50 0 Dockwise Q1 2012 Fairstar Q4 2013 2014 2015+ Combined 44 119 60 95 60 50 104 215 209 169 275 304

Source: Dockwise 2012 Q1 presentation ; based on consensus expectations

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26 July 2012 | Dockwise | 5

2.2. Global heavy lift fleet: Dockwise becoming more dominant Via the acquisition of Fairstar, Dockwise substantially strengthened its position in the global heavy lift market. Adding the 5 Fairstar vessels plus the new Vanguard (to be delivered mid December 2012) and the new HYSY 278 COOEC vessel (in Dockwise pool per January 2012), lifts the Dockwise fleet to 22 vessels from 15 in 2011.
Semi-submersible heavy lift vessels (type 0, I, II & III) Global semi-sub fleet in detail

Source: Dockwise 2012 Q1 presentation, excl. 30 ballastable vessels with more than 15,000 DWT

Source: Dockwise 2012 Q1 presentation, excl. 30 ballastable vessels with more than 15,000 DWT

Dockwise further has looked to potentially ordering a 23,000 mt launch barge, but needs orders to back such decision. So far, Dockwise for its large float-over projects hired the large barge of COOEC.
Combined Dockwise & Fairstar fleet Future vessel availability

Source: Dockwise 2012 Q1 presentation ; the Fairstar vessels in red

Source: Dockwise 2012 Q1 presentation ; white = under construction, blue = available

Dockwise and its investors in 2011 where primarily focused on the potential of the new build USD 240m Vanguard vessel which is to be delivered on December 14, 2012. This vessel is to replace the role which was played by the Blue Marlin in the 2005-2010 period as the largest heavy transport vessel on the globe. Dockwise believes the Vanguard can monopolise the top-end of the heavy lift market for 4 to 5 years, and thus will be able to receive premium day rates.

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ABN AMRO

If order intake for the Vanguard is strong enough (backlog over 3 years), Dockwise in the coming years might decide to build a second Vanguard. However, such decision is not to be expected before mid 2013. 2.3. Fairstars Red Box and Green Box strategies The acquisition of Fairstar significantly improves the positioning of Dockwise in onshore LNG projects. Fairstar so far has won big contracts in the LNG segment (such as Gorgon and Ichthys) with its so-called Red Box strategy. This strategy focuses on the onshore LNG market where clients need to transport numerous large objects from the construction location (yards in Singapore, Korea and/or China) to the production location (often coast of Australia).
Fairstar 2013 and 2014 contracts & contract assumptions

Source: Fairstar presentation April 2012

As one can see in the exhibit, these contracts are very large and necessitate the usage of many heavy transport vessels for a long time. Because the demands from clients and the Australian government are high when looking at the risks of such transports, the tendering processes are complex and time consuming. Fairstar indicates a lead time from tender submission to contract award of 15 months on average.
Potential number of onshore & offshore projects Potential Red Box Projects: USD 2bn

Source: Fairstar EGM Presentation June 2012

Source: Fairstar Presentation April 2012

Fairstar thus meanwhile has focused on the Onshore LNG market with its Red Box segment but recently also developed a so-called Green Box segment, also targeting the market for offshore field development. In this segment it signed contracts with Saipem for the Golden Eagle (USD 7881k per day) and for the CMMP (USD 90k per day). Early 2013 the Finesse will provide marine transportation for Nexens Golden Eagle Project in the North Sea while the second voyage will be done by the Fjord and is scheduled early 2014.

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26 July 2012 | Dockwise | 7

Nexens Golden Eagle

Source: Nexen

Fairstar will also provide float-over and installation services to Saipem for the 8,000 tonnes CMMP Platform in the Persian Gulf, off-shore Iraq and will use the Finesse for the transportation of the CMMP (Central Metering and Manifold Platform) module from the fabrication facility in Karimun, Indonesia in H2 2013.
Fairstars view on Marine Heavy Transport market Potential Green Box Projects: USD 350m

Source: Fairstar Presentation January 2012

Source: Fairstar Presentation June 2012

2.4. Fairstars vessels under construction Fairstar increases its fleet in 2012 from two to four vessels by adding the Forte in May and the Finesse in November. On top, Fairstar has lifted the option to build a fifth vessel.
2.4.1. Vessel #3, the Forte

On May 31, Fairstar indeed took delivery of the 50,000 dwt open stern, semisubmersible Forte and effected all outstanding payments due to Guangzhou Shipbuilding International (GSI). The ship was delivered to Fairstar on the scheduled delivery date and at the contracted purchase price (USD 102m). Directly after delivery, the Forte was put on a Gorgon contract for 259 days at a day rate of USD 70k. Next job is Ichthys for which it will work in 2013 for 106 days, also at a day rate of USD 70k.

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ABN AMRO

Naming ceremony Fairstar Forte

Launching ceremony Finesse

Source: Fairstar website

Source: : Fairstar website

2.4.2. Vessel #4, the Finesse

The Finesse is scheduled for delivery in November 2012. It is a similar vessel as the Forte and also is build by GSI for a contracted purchase price of USD 102m. After delivery it will start with two Saipem projects (Golden Eagle and CMMP) in 2014 followed by Ichthys.
2.4.3. Vessel #5, the Fathom

Fairstar on July 12 announced that it plans to do a second instalment of USD 20m for the 48,000 DWT semi-submersible vessel Fathom, following a first USD 2m instalment paid in April. Fairstar indeed seems to have lifted the building option and agreed on another vessel for USD 110m. 2.5. Transaction financing supported by HAL Dockwise has financed the acquisition of Fairstar via the issue of preference shares for USD 50m (bridge finance) followed by a rights issue of USD 250m.
USD 50m preference shares

On May 10, Dockwise issued 25,000 preference shares (par value USD 5 each) to HAL Investments at an issue price of USD 2,000 per preference shares, raising gross proceeds of USD 50m. These preference shares do not carry voting rights and are entitled to a cumulative annual dividend of 9% of the issue price (= USD 4.5m per annum). Dockwise intends to use part of the proceeds from the rights issue to redeem the preference shares. More details on the exact conditions of the redemption of these preference shares can be found in a detailed press release from May 10. When viewing the current uncertainties on the sale of DYT and the construction contract for the Fairstar Fathom (USD 110m, or up to USD 140m), it would not surprise us if Dockwise would decide for conversion of the preference share into ordinary shares.
USD 250m rights issue

Dockwise at the end of May 2012 raised new equity through a rights issue towards its existing shareholders. It sold 14.0m new shares @ EUR 14 per share, raising EUR 197m (USD 243m) in gross proceeds. It further issued 226,240 shares as fee to investors who committed themselves early to subscription which at EUR 14 per share implies a non-cash fee of USD 3.9m. Dockwise intended to use the proceeds of the rights issue as follows: USD 52m to redeem the preference shares USD 65m to buy the remaining 46% of outstanding Fairstar shares

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USD 70-100m to improve the Fairstar balance sheet and fund capex USD 20m to the Dockwise lenders under the terms of the Senior Credit Facilities Remaining proceeds will be used for capital investments or balance sheet improvement

Key shareholder HAL Investments (17.9% stake before rights issue) directly committed to exercise all subscription rights allocated to it and also committed to subscribe for shares in respect of subscription rights that would not be exercised in the rights issue. On June 6, after finalisation of the rights issue, the AFM (the Dutch financial regulator) announced that HAL was the owner of 12.5m Dockwise shares plus 25,000 preference shares, as such representing a stake of 31.7%. At EUR 14 per share, the stake represents a value of some EUR 215m (EUR 175m normal equity plus EUR 40m pref shares). 2.6. Valuation transaction at 5.5-6x EBITDA Adding USD 80m (USD 140m for 5th Fairstar vessel minus USD 60m saving by not expanding the Black Barlin) to the USD 400m of EV already paid for Fairstar, adds up to a total acquisition EV of USD 480m. After delivery of the 5th Fairstar vessel, we assume that Fairstar can reach an EBITDA of EUR 80-85m, implying a 5.5-6x EBITDA transaction valuation and in-line with the normal historical valuation of Dockwise. As such we conclude that Dockwise hasnt overpaid for Fairstar and now is even better prepared for the next upturn in its industry.

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ABN AMRO

3.

Outlook: utilisation to improve again

3.1. Dockwise Outlook: optimistic for remainder 2012 Dockwise CEO Andr Goede, at the day of the Q1 presentation, gave a cautious outlook for Q2 but was more optimistic for the remainder of 2012: As previously stated, the market conditions prevailing at the end of 2011 look set to continue through the first half of 2012, and we expect both pricing and volumes to show little change in the short term. In addition, project postponements may depress revenues during the second quarter. The second half of 2012 will see a rapid acceleration as the new cycle, evident within the backlog, commences. Consequently, while we expect financial performance for the first two quarters to be inline with the same period in 2011, we anticipate a significant improvement in the second half, and for the full year, we are increasingly confident of the opportunities, evidenced by a record backlog for the fourth consecutive quarter, to create and capture value for shareholders. The order which has been delayed to 2013 was planned for execution in Q2 2012. Due to the short notice, it doesnt seem very likely the vessel can be filled with another load, as such depressing reported Q2 performance. 3.2. Market drivers: growth in E&P spending is key Dockwise has transformed itself in the past few years more and more towards a focused oil & gas service provider. The sector currently (still excluding Fairstar) represents 60-70% of vessel days, up from 30-40% early 2008. Other clients segments such as Port & Marine Infrastructure (large container cranes for instance) and Government (often military objects) in two years have halved to 30-40% of vessel days.
Dockwise vessel days per segment
900 800 700 600 500 400 300 200 100 0 08Q1 08Q2 08Q3 08Q4 09Q1 09Q2 09Q3 09Q4 10Q1 10Q2 10Q3 10Q4 11Q1 11Q2 11Q3 11Q4 12Q1 Various Rigs & semi's Offshore & onshore

Source: ABN AMRO, company presentations

Dockwise in its 2012 Q1 presentation again made clear what it sees as the main drivers for its oil & gas business. Key factor is a growth in expected global Exploration and Production spending by some 8-10% per annum. This growth will almost automatically translate into similar growth for the spending on new large jack ups and new large offshore structures. On top, Dockwise hopes to benefit from a revival of the jack up market in general. It moved 30 jack-ups and 11 semi-subs in 2011. In view of the expected strong growth in the delivery of new jack-ups (see next page) alone one can expect a substantial demand growth. This still excludes more movements for existing jack-ups. Once jack up day rates return to the levels of 2006-2009 it indeed makes sense to win utilisation time by hiring a Dockwise vessel costing USD 50k per day to transport the jackup from one location to the other.

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26 July 2012 | Dockwise | 11

New jack ups projection 2012-2014

New offshore projects projection 2012-2020

Source: Dockwise 2012 Q1 presentation

Source: Dockwise 2012 Q1 presentation, ODS Petro data and Infield Systems

The latest presentation by Seadrill is showing that jack up day rates and utilisation rates are on the rise again, and indeed point to increased activity on the jack up side. Dockwise has entered into a Master Service Agreement (MSA) with Seadrill in April 2011 to provide the transportation requirements of all relevant rigs operated by the Seadrill group, including its subsidiaries.
Jack up dayrates & utilisation

Source: Seadrill Presentation

3.3. Fairstar Outlook: sharp rise in revenues & EBITDA In its defense against the hostile bid by Dockwise, and to potentially lift the bid price by Dockwise, Fairstar gave full openness on its revenue and EBITDA targets for the coming years. Largely backed by the long-term contracts for Gorgon and Ichthys, Fairstar has been guiding for 2013 gross revenues of USD 130m (up from USD 25.5m in 2011) and EBITDA of USD 79m.
Fairstar assumptions on 2013 and 2014 sales and EBITDA

Source: Fairstar presentation April 2012

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3.4. Dockwise backlog at record level The quarterly backlog of Dockwise at the end of Q1 reached a record high of USD 587m. With an estimated book-to-bill at Dockwise of close to 1x in Q2, we assume the Dockwise order backlog in Q2 has roughly stayed at the same level. Including the Fairstar backlog of some USD 300m, the new Dockwise-Fairstar combination will likely report a backlog close to USD 900m. Dockwise in Q1 received contract awards worth USD 107m. This includes the reservation contract for the transportation of a spar buoy for the Statoil operated Aasta Hansteen offshore production field, formerly known as the Luva field. The spar buoy, with an approximate length of 200m, a diameter of 50m and weight of 45,000 tonnes, will be transported on the Vanguard from Korea to Norway in 2015 for some USD 35m. In Q2 Dockwise received contact awards worth USD 102m. It added a Letter of Intent for the 2015 transport of a spar buoy (we assume client is BP) from the North Sea to the Gulf of Mexico on board of the enlarged Black Marlin for some USD 20m. It further was awarded 15 short term contracts, including 12 jack-up rig transports for various owners to different regions.
Backlog development

Source: Dockwise 2012 Q1 Report

3.5. Vanguard construction on schedule and plenty orders The construction of the brand new design Dockwise Vanguard in the yard of Hyuandai Heavy Industries is on budget (USD 240m) and on schedule (Q4 2012). A USD 35m milestone payment has been done in Q2 2012 with the final USD 90m payment to be done on delivery in December 2012. Directly following the transportation of the Jack & St. Malo platform to the Gulf of Mexico in 2013 (USD 25m contract), the vessel will return to Korea to load and transport the Goliat FPSO (weight > 60k tons, estimated price USD 35m) to northern Norway, as such filling most of 2013. The reservation contract (estimated price USD 35m) for the transportation (from Korea to Norway) of a spar buoy for the Statoil operated Aasta Hansteen is to be done in 2015.

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Dockwise Vanguard with Goliat FPSO

Source: Dockwise 2011 Q3 presentation

3.6. Sale of DYT (Dockwise Yacht Transport) delayed Early November 2011, Dockwise announced to sell its subsidiary, Dockwise Yacht Transport (DYT) to Coby Enterprises Corp, supported by private equity and with participation of the existing management of DYT. Closing of the transaction is conditional upon market customary conditions. The proceeds of this cash deal will be disclosed upon completion of the transaction which was expected to take place during Q1 2012 but still hasnt been finalised. DYT is the world leader in the transport of yachts and leisure craft between premier sailing regions around the globe. Its main market among others is the annual transatlantic migration, in the second and fourth quarters of the year, of luxury yachts from Florida and the Caribbean to the Mediterranean and back. The company owns three dedicated vessels; Super Servant 3, Super Servant 4 and Yacht Express and offers both premium float-on / float-off and lift-on / liftoff yacht transportation services. The Yacht Express is a young vessel (2007) and was build for some USD 55m. The Super Servants are old (1982) and almost written-off (retirement in 2017). DYT has long been operated independently from Dockwise and there was no significant overlap in customers or synergy with the remaining Dockwise fleet. It is the intention of the buyers to maintain an independent company with a single focus on the business of transporting leisure craft around the world. The Dockwise Yacht Transport business unit is headquartered in Fort Lauderdale and has an office in Italy. DYT currently is reported as asset/liability held for sale with a book value of USD 52m. DYT normally generates some USD 36m of annual revenues and an annual EBITDA of USD 6-7m. We assume the sale can bring a book loss of some USD 10m. 3.7. Fairstars no. 5 vessel to be enlarged? On July 19, Fairstar confirmed that it already on May 3 - had entered into a USD 110m shipbuilding contract with China Shipbuilding Trading Company (CSTC) and Guangzhou Shipyard International (GSI) concerning the acquisition and building of a 5th vessel (MV Fathom), identical to the two earlier new builds MV Forte and MV Finesse. This contract was amended on May 23 to the extent that Fairstar was obliged to make payment of the 1st and 2nd instalments by June 20. Fairstair however failed to pay the sums due by June 20. Such failure constitutes an event of default and entitles CSTC and GSI to terminate the contract, obliging Fairstar to pay a termination fee of USD 37.5m. Further, Fairstar in that case also forfeits the USD 2m down payment already paid.

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ABN AMRO

Fairstar so far however has no indication that the contract has been terminated. Fairstar and CSTC and GSI have agreed to meet with Fairstar management shortly and discuss the present situation. Fairstar and Dockwise meanwhile are looking at alternative capex scenarios. It seems reasonable to agree with the Chinese yards to indeed proceed with the construction of a new Fairstar vessel but to upgrade the specifications of that vessel to Blue Marlin size (76,000 tonnes vs. 50,000), so that it no longer is necessary to upgrade the Black Marlin (indicated capex some USD 60m). The price of the new build then likely will increase to some USD 130+m and delivery should take place in H1 2014. 3.8.
Dockwise earnings forecast 2010-2015e in USDm Dockwise Heavy Lift Fairstar Discontinued REVENUES %-Ch Dockwise Heavy Lift Fairstar Continued Discontinued Adj. EBITDA Dockwise Heavy Lift Fairstar Continued Discontinued Adj. EBIT Adjustment EBIT Net financing costs PBT Taxes NET RESULT Number of shares year end Diluted number of shares year end Average number of shares EPS Adjusted EPS EBITDAE margin EBITE margin FY08 FY09 FY10 402.9 36.2 439.1 -8.1% 169.9 169.9 5.6 175.5 75.3 75.3 8.7 84.0 -14.9 69.1 -52.0 17.1 0.3 17.4 25.3 25.5 21.2 0.82 1.76 40.0% 19.1% FY11 362.3 36.4 398.6 -9.2% 127.0 127.0 7.3 134.3 47.8 47.8 17.3 30.5 -19.2 11.3 -43.8 -32.6 -0.9 -33.5 25.3 25.5 25.3 -1.32 0.08 33.7% 7.6% FY12e 444.7 60.8 25.6 531.1 33.2% 162.9 28.4 191.3 5.2 196.5 90.4 21.0 111.4 4.9 116.3 -6.5 109.8 -74.4 35.3 -1.3 34.0 43.5 43.7 34.1 1.00 1.44 37.0% 21.9% FY13e 597.1 142.5 739.6 39.3% 249.5 76.7 326.1 326.1 164.5 60.7 225.1 225.1 225.1 -75.4 149.7 -9.0 140.7 43.5 43.7 43.5 3.23 3.23 44.1% 30.4% FY14e 628.8 141.6 770.4 4.2% 265.4 72.0 337.3 337.3 180.4 50.4 230.7 230.7 230.7 -60.3 170.4 -11.9 158.5 43.5 43.7 43.5 3.64 3.64 43.8% 30.0% FY15e 672.2 160.7 833.0 8.1% 288.7 83.8 372.5 372.5 203.7 56.6 260.3 260.3 260.3 -45.7 214.6 -15.0 199.6 43.5 43.7 43.5 4.59 4.59 44.7% 31.2%

ABN AMRO Outlook

456.6 57.4%

478.0 4.7%

226.4

222.8

154.8 -25.3 129.6 -82.8 46.8 0.2 47.0 11.5 11.7 11.5 4.09 5.98 45.7% 31.2%

126.4 -13.9 112.4 -74.4 38.1 -1.5 36.6 20.6 20.8 13.2 2.77 4.73 46.6% 25.8%

Source: ABN AMRO; 2014e and 2015e include delivery of Fathom in H1 2014

In making our new Dockwise forecasts, Fairstar is consolidated as of May 9, 2012. We further have included DYT for another two quarters (Q2 and Q3 2012) in our consolidation. Just to be safe from a financing perspective, we assume the pref share in Q4 2012 will be converted into ordinary shares. Making our earnings forecasts for Dockwise Heavy Lift (DHL) we assume: Delivery of the Vanguard as planned and a revenue contribution in 2013 of some USD 60m (day rate some USD 210-220k). After having done start-up projects in 2013 and 2014, it can contribute some USD 80-90m revenues (day rate USD 250k or higher) in 2015.

ABN AMRO

26 July 2012 | Dockwise | 15

Dockwise Heavy Lift earnings estimates 2007-2015e in USDm Offshore/Onshore projects Heavy Marine Transport Revenues %-Ch Contract related expenses Net Charter Income Other expenses EBITDA Contract related expenses in % of revenues NCI margin Other expenses in % of revenues EBITDA margin Source: ABN AMRO FY07 72.9 176.0 249.0 18% -72.0 177.0 -80.9 96.1 -28.9% 71.1% 38.6% FY08 40.5 363.1 403.6 62% -134.3 269.3 -77.0 192.2 -33.3% 66.7% -19.1% 47.6% FY09 60.7 373.5 434.2 7.6% -146.5 287.7 -82.0 205.7 -33.7% 66.3% -18.9% 47.4% FY10 126.7 276.2 402.9 -7.2% -148.7 254.2 -84.3 169.9 -36.9% 63.1% -20.9% 42.2% FY11 92.6 269.6 362.2 -10.1% -157.0 205.2 -78.2 127.0 -43.3% 56.7% -21.6% 35.1% FY12e 117.0 327.7 444.7 22.8% -188.4 256.3 -93.4 162.9 -42.4% 57.6% -21.0% 36.6% FY13e 134.6 462.5 597.1 34.3% -235.5 361.5 -112.1 249.5 -39.4% 60.6% -18.8% 41.8% FY14e 141.3 487.5 628.8 5.3% -248.0 380.8 -115.4 265.4 -39.4% 60.6% -18.4% 42.2% FY15e 148.3 523.9 672.2 6.9% -264.7 407.6 -118.9 288.7 -39.4% 60.6% -17.7% 42.9%

An improvement in occupancy of the existing fleet from 68% in 2011 to 75% in 2012 and 83% in 2013 plus a USD 5-10k (10-20%) increase in the average day rate, implying a like-for-like rise in revenues by USD 90m. Thanks to the expected strong improvement in occupancy, the EBITDA margin should be able to recover to some 42-43%.

Making our earnings forecasts for Fairstar we are assuming: the delivery of the Finesse as planned in November 2012 the contracts which have been signed on Gorgon, Ichthys and with Saipem will indeed be executed as planned. This implies a very high fleet utilisation in 2013 and 2014 (96% in 2013, 88% in 2014) since the Fjord contract on Gorgon is done at a high day rate of USD 95k versus current new contracts at USD 70-80k, we for cautiousness reasons assume that Fairstars future average day rates will decline somewhat in the coming years in our 2012 operating expenses we have included some USD 6.5m oneoff expenses related to the Dockwise takeover of which some USD 4m is for the exit scheme of CEO Philip Adkins at this moment we are not sure what kind of cost savings can be delivered via the integration of Fairstar in the Dockwise organisation and thus havent included savings yet. Dockwise indicates some USD 5m savings per annum. we are assuming that an enlarged Fathom will be delivered mid 2014 at a price of USD 140m (implying two additional of USD 60m instalments in 2013 and 2014) and will be contracted afterwards for a day rate of some USD 100,000.

16 | Dockwise | 26 July 2012

ABN AMRO

Fairstar 2007-2015e in USDm Gross revenue %-Ch Voyage related costs Time charter revenue Vessel operating expenses General and administrative expenses Operating expenses EBITDA Source: ABN AMRO FY07 8.3 -49% -2.3 6.0 -4.2 -3.5 -7.7 -1.7 FY08 15.7 90% -5.6 10.1 -5.1 -5.3 -10.3 -0.2 FY09 50.7 223% -14.6 36.0 -7.7 -5.3 -13.0 23.0 FY10 35.7 -30% -8.7 27.0 -7.1 -7.7 -14.7 12.3 FY11 25.5 -29% -12.5 12.9 -7.6 -10.9 -18.5 -5.5 FY12e 75.9 198% -21.0 54.9 -9.1 -15.1 -30.7 24.2 FY13e 142.5 88% -34.0 108.5 -14.9 -17.0 -31.9 76.7 FY14e 141.6 -1% -35.4 106.2 -16.4 -17.9 -34.2 72.0 FY15e 160.7 14% -40.2 120.6 -18.0 -18.7 -36.7 83.8

ABN AMRO

26 July 2012 | Dockwise | 17

4.

Valuation

Finding the right valuation tool for Dockwise isnt easy. Its share price performance in the past years has been very volatile, being swept between very difficult short-term market circumstances (BPs Macondo disaster disrupted market in Gulf of Mexico) and a very promising long-term outlook (all the very large oil & gas projects for Australia and Brazil). On top, the company needed to raise substantial cash in 2009 and 2010 to fund its future growth (the Vanguard costs USD 240m). In 2011 it had to request a waiver from its banks and negotiated a temporary lift in debt covenants to not enter trouble. It succeeded but of course at a much higher interest level. Recently its share price was pressured again due to the turmoil around the hostile acquisition of Fairstar, and the risk of a delay in the takeover of at least 6 months, followed by scare on the ordered 5th vessel. In our view Dockwise now is back in control. By combining our various valuation tools (DCF, peers, historical) we reach a 12m target price of EUR 21. When viewing its valuation history, the market in our view should price the company next year at least at 4.5-5x 2013 EBITDA (adjusted for vessels under construction). 4.1. Historical Looking at the past 5 years, Dockwise has been trading around an official EV/EBITDA valuation of some 6.5x EBITDA. When adjusted for assets under construction, the valuation has been more like 5.0-6.0x EBITDA.
Historical valuation overview 2007-2015e FY07 High (EUR) Low (EUR) Year-end (EUR) Market capitalisation (in USDm) Net debt Assets under construction Long-term investments Enterprise value (in USDm) EV/EBIT Adj. EV/Adj. EBIT EV/EBITDA high EV/EBITDA low EV/EBITDA Adj. EV/Adj. EBITDA Source: ABN AMRO 68.69 30.85 52.39 878.0 922.3 -148.3 -1.1 1,650.9 83.7 28.5 19.8 13.8 17.2 11.7 FY08 42.39 7.19 7.51 120.5 980.0 -39.8 -2.7 1,057.9 8.5 6.8 8.2 5.4 5.5 4.7 FY09 23.74 9.52 21.69 641.4 627.8 -5.4 -4.0 1,259.8 11.3 10.0 6.3 4.3 6.1 5.7 FY10 23.70 16.83 19.65 670.8 448.5 -3.2 -4.6 1,111.4 16.1 13.2 7.5 6.1 6.7 6.3 FY11 20.88 8.48 12.27 402.1 473.5 -116.5 -69.1 689.9 71.5 22.6 8.1 5.1 6.0 5.1 FY12e 15.94 11.10 13.36 709.2 686.3 -342.0 -5.9 1,047.5 12.7 9.0 8.0 6.7 7.3 5.3 FY13e FY14e FY15e

13.36 709.2 535.8 -80.0 -5.9 1,162.1 5.5 5.2

13.36 709.2 379.4 0.0 -5.9 1,086.7 4.7 4.7

13.36 709.2 116.5 0.0 -5.9 824.7 3.2 3.2

3.8 3.6

3.2 3.2

2.2 2.2

Looking at our current earnings estimate, Dockwise seems to trade at 7-7.5x 2012 EBITDA levels. Be aware however that this valuation does not take into account the prepayments for the USD 240m Vanguard which will be delivered mid December 2012 and for the USD 102m Finesse which also will be delivered in December 2012. Adjusting the year-end 2012 net debt for the value of these two new builds (USD 342m), lowers the 2012 EV/EBITDA level to 5.2x, some 5-10% below the usual Dockwise level. As such, it in our view would be fair that the Dockwise share price today already would stand at EUR 14. Looking at 2013, the upside potential is steeper. The 2013 EBITDA level in our view can reach USD 326m, up 66% from 2012. This EBITDA jump is primarily driven by three factors:

18 | Dockwise | 26 July 2012

ABN AMRO

the Vanguard will contribute for the first time to EBITDA in 2013, utilisation levels of the existing Dockwise fleet will improve primarily thanks to the revival of the offshore drilling market, the five vessel Fairstar contribution which is driven by the long-term contracts from Gorgon and Ichthys.

Assuming that the market in 12 months time, on delivery of the expected EBITDA improvement, will be again willing to price Dockwise at 5x EBITDA, brings a 12m target price of EUR 22. 4.2. Peer Group Since Fairstar was the only listed peer of Dockwise, it is not easy to define an apple-to-apple peer group. As such it maybe is good to look at the peer group which is used by the Management of Dockwise for its LTIP (Long Term Incentive Plan), consisting of 13 global oil service providers: Subsea7, Aker Solutions, Petrofac, Saipem, SBM Offshore, Technip, Technicas Reunidas, Wood Group, McDermott, Fluor, Foster Wheeler, Worley Parsons and Helix. This LTIP peer group currently on average is trading at 5.1x 2012 and 4.3x 2013 EBITDA, at 6.4x 2012 and 5.3x 2013 EBIT and a PE of 10.2x 2012 and 8.8x 2013.
Valuation oil service provider peer group Name Price MktCap Forex EV/EBITDA 2011 5.2 7.3 5.1 5.9 6.5 9.2 7.9 6.4 7.5 8.4 8.1 6.9 7.8 6.5 8.7 7.7 7.5 7.9 4.9 3.5 8.3 3.8 7.0 4.1 8.6 8.5 7.5 6.8 9.9 6.8 6.3 2012 4.6 6.2 4.5 5.1 5.2 5.6 7.3 4.6 5.7 6.9 6.7 5.7 6.6 5.8 6.3 6.3 6.8 5.9 3.9 2.6 5.9 3.5 3.4 3.1 6.1 7.3 5.4 5.1 8.2 5.2 5.1 2013 4.1 5.1 4.2 4.5 4.3 5.3 6.1 3.6 4.8 5.7 5.7 4.8 5.7 4.9 4.9 5.3 5.2 5.0 3.2 1.6 4.7 3.2 3.0 2.1 5.2 5.8 4.8 4.2 7.5 4.3 4.3 2011 9.2 11.9 8.1 9.7 8.4 15.7 12.0 9.5 11.4 19.3 9.3 7.8 11.0 6.9 10.9 10.9 11.1 11.0 5.6 4.4 14.6 6.6 5.4 15.1 12.2 11.9 11.9 11.6 10.1 8.1 EV/EBIT 2012 7.9 9.4 7.1 8.2 6.5 7.8 10.9 6.4 7.9 13.5 7.7 6.5 9.1 6.1 7.7 8.4 9.5 7.9 4.4 3.1 8.7 6.0 8.1 3.8 8.8 10.2 7.5 7.6 9.4 7.3 6.4 2013 6.8 7.6 6.7 7.1 5.2 7.6 8.8 4.7 6.6 10.2 6.5 5.5 7.7 5.1 5.9 6.8 6.9 6.8 3.8 1.8 8.4 4.8 7.2 2.6 7.1 8.0 6.8 6.1 8.3 6.0 5.3 2011 11.4 12.7 4.8 9.7 11.3 12.6 8.3 15.1 11.8 14.2 13.4 11.6 14.9 12.8 18.2 14.2 14.6 9.5 12.7 9.1 18.0 8.4 11.5 14.6 15.8 13.2 15.5 16.9 13.3 12.4 P/E 2012 10.2 10.6 4.1 8.3 8.6 3.8 6.3 10.4 7.3 8.6 11.4 10.1 12.7 12.1 13.5 11.4 12.1 7.1 10.9 7.5 8.5 7.7 14.4 9.3 8.8 13.3 8.7 9.2 13.7 10.1 10.2 2013 9.5 9.1 3.8 7.5 7.2 4.0 4.2 8.4 5.9 6.4 10.2 8.9 11.2 11.4 11.2 9.9 8.9 6.1 10.2 6.3 7.7 6.3 12.8 7.3 6.8 10.7 8.8 7.4 12.0 8.6 8.8

Koninklijke Boskalis Westminster N.V. Fugro N.V. SBM Offshore N.V. DUTCH OIL SERVICES - AVERAGE Aker Solutions ASA Deep Sea Supply PLC DOF ASA Subsea 7 S.A. NORWAY - AVERAGE Bourbon John Wood Group PLC Petrofac Ltd. Saipem S.p.A. Tecnicas Reunidas S.A. Technip S.A. OTHER EUROPE - AVERAGE Diamond Offshore Drilling Inc. Ensco PLC Cl A Fluor Corp. Foster Wheeler AG Gulfmark Offshore Inc. Cl A Helix Energy Solutions Group Inc. Hercules Offshore Inc. McDermott International Inc. Rowan Companies PLC Schlumberger Ltd. Tidewater Inc. Transocean Ltd. WorleyParsons Ltd. USA - AVERAGE LTIP - AVERAGE Source: ABN AMRO, Factset

25.31 51.21 9.18 87.05 9.20 28.00 123.10 19.99 738.00 1397.00 35.04 31.77 85.24 64.44 49.48 47.39 16.56 35.17 16.42 3.42 11.04 34.02 68.25 47.77 45.19 24.65

2,715 4,168 1,573 23,852 1,168 3,109 43,306 1,355 2,740 4,832 15,467 1,776 9,622 8,959 11,446 8,015 1,785 948 1,735 542 2,601 4,225 91,015 2,385 15,839 5,969

EUR EUR EUR NOK NOK NOK NOK EUR GBP GBP EUR EUR EUR USD USD USD USD USD USD USD USD USD USD USD USD AUD

ABN AMRO

26 July 2012 | Dockwise | 19

Assuming Dockwise in 2013, once proven a successful delivery of its new vessels and a successful integration of Fairstar, should be able to trade at least at 4.5x 2013 EBITDA (12m target price of EUR 19) still implying a 10-15% discount to the its LTIP peers.. 4.3. DCF model In our DCF projections we assume a return to 80+% utilisation levels as of 2013, driven by the various oil & gas projects coming on steam in Australia as well as a gradual recovery of activity in the Gulf of Mexico.
DCF Model Dockwise
In USD
Revenues EBITDA EBITDA margin EBIT Adjusted taxes NOPLAT Depreciation & Amortization CAPEX Acquisitions Increase in working capital FCF Discount factor Discounted FCF Main assumptions: Risk free rate Market risk premium Beta Cost of equity Cost of debt WACC Perpetual growth 12H2 297.6 113.9 38.3% 71.8 -5.0 66.8 42.9 -201.0 -61.6 -10.3 -163.3 0.94 -153.9 2013 739.6 326.1 44.1% 225.1 -15.8 209.4 101.0 -110.5 0.0 17.4 217.2 0.85 184.8 2014 770.4 337.3 43.8% 230.7 -16.2 214.6 106.6 -113.3 0.0 2.6 210.4 0.77 161.7 2015 833.0 372.5 44.7% 260.3 -18.2 242.0 112.2 -56.1 0.0 5.2 303.3 0.69 210.5 2016 802.7 339.0 42.2% 226.8 -15.9 210.9 112.2 -56.1 0.0 -2.5 264.5 0.63 165.7 2017 783.0 320.1 40.9% 207.9 -14.6 193.3 112.2 -56.1 0.0 -1.6 247.7 0.57 140.2 2018 757.0 296.6 39.2% 184.4 -12.9 171.5 112.2 -56.1 0.0 -2.2 225.4 0.51 115.2 824.2 816.2 1,640.4 -539.7 1,100.8 39.6 27.83 1.23 22.62 13.26 70.6% Term. Value

1,597

816.2

3.5% 5.5% 1.5 11.8% 8.4% 10.7% 0.0%

Sum present values (2012 H1-2018) Discounted terminal value Enterprise value Net debt end 12H1 Equity value Number of diluted shares DCF value per share EUR/USD DCF value per share (EUR) Current market price (EUR) Potential upside (downside)

Source: ABN AMRO

4.4. Conclusion Combining the various valuation tools (DCF, peers, historical), we reach a 12m target price of EUR 21, offering 57% upside from todays share price.
Price targets from 3 angles Historical Peers DCF Source: ABN AMRO 22.00 19.00 22.62

20 | Dockwise | 26 July 2012

ABN AMRO

5.

Company Profile

5.1. Short profile Dockwise is the leading marine contractor for providing heavy transport services to the offshore and onshore industry and is also active in installation services of very heavy offshore platforms. The company is Bermuda incorporated but headquartered in Breda, the Netherlands. Excluding the Explorer (sold in Q2 2011) and the DYT vessels (Super Servants 3 & 4 and Yacht Express) which are in the process to be sold, Dockwise still has a fleet of 17 purpose built semi-submersible vessels. This includes the new built very large Dockwise Vanguard (type zero) which should be delivered in Q4 2012. All vessels are crewed and managed by Anglo-Eastern. The vessels are registered in Curacao and sail under the Dutch flag.
Dockwise fleet

Source: Dockwise 2011 Annual Report

Since March 2012, Dockwise also acts as manager of the new HYSY 278 type 1 vessel (222m length, deadweight 53,500 tonnes, can carry loads up to 50k tonnes) of COOEC which was recently finished at China Merchants Yard in Shenzhen, China.

ABN AMRO

26 July 2012 | Dockwise | 21

COOECs HYSY 278

Source: EduMaritimet

Dockwise further has planned to upgrade the Black Marlin in H1 2014 to type 1 (from a carrying capacity of 56,000 to 76,000 tonnes) to be able to transport a spar buoy from the North Sea to the Gulf of Mexico in 2015. This announced upgrade however might be cancelled following the potential upgrade of the newly build Fairstar Fathom. Apart from its various commercial offices, Dockwise has three engineering centres in Houston, Breda and Shanghai, where it manufactures specific motion reduction equipment such as LMU (Leg Mating Units) and DMU (Deck Mating Units). In total, excluding the crew from Anglo Eastern, Dockwise employs around 338 FTEs of which 184 are based in the Netherlands, 78 in the USA and 59 in China. Dockwise shares are listed on NYSE Euronext Amsterdam under ticker DOCKW and on the Oslo Stock Exchange under ticker DOCK. 5.2. Acquisition target Fairstar Fairstar operates two converted barges (the Fjord and the Fjell) and one brand new large 50k vessel (Forte, price USD 102m). The latter has a similar design as the recently delivered new Coscol vessels. Fairstar has another one, the Finesse, under construction at GSI scheduled for delivery in November 2012. It further recently lifted the option for a fifth vessel, the Fairstar Fathom.
Fairstar Forte submerge trial Fairstar Finesse launching ceremony

Source: Fairstar website

Source: Fairstar website

Fairstar is publicly listed on the Oslo Stock Exchange but headquartered in Rotterdam, the Netherlands. Since late 2010, Oceanus (a GCL entity) held close to 30% in Fairstar (paid NOK 11 per share). Since Fairstar together with Mega Line (Korea) scooped the large Gorgon project (current size USD 110m but

22 | Dockwise | 26 July 2012

ABN AMRO

potential to USD 200m), Fairstar indeed proved itself a serious competitor. We expect Dockwise to terminate the Fairstar listing on short notice. 5.3. Main peers / competitors Dockwise and Fairstar have two key competitors / peers being Coscol (China) and Offshore Heavy Transport (OHT, Norway). It further regularly counters various other players such as ZPMC (China) which has a large fleet of heavy lift vessels to carry its harbour cranes and CCCC (China) to carry its own dredging material. Coscol operates four vessels, two of which are quite large (50k) and new (delivered in 2011 by GSI). In February Coscol also signed an agreement with the Guangzhou Salvage Bureau to manage its new 30,000 dwt, 182m long and 43.6m wide vessel named Hua Hai Long. As such Coscol enlarged its vessel pool to five.
Guangzhou Salvage Bureaus Hua Hai Long

Source: HeavyLiftNews

OHT owns and operates four semi-submersible heavy lift vessels (two converted aframax tankers and two converted suezmax tankers). OHT for 60% is owned by Grand China Logistics and for 40% by Arne Blystad Group (Norway). The Chinese in October 2010 paid USD 380m for that 60% stake. Recent Norwegian press reports have suggested that Arne Blystad currently wants to use his put option to sell his remaining 40% to GCL. According to press reports GCL seems to be in difficult financial shape. Already two vessels of OHT were captured in the USA to enforce payments by GCL. 5.4. Management CEO Andr Goede (1951) was appointed in 2003. Prior he was CEO of the European specialty staffing division of Vedior. He spent 8 years with Nedlloyd Lines, 12 years with Neddrill Drilling Contractors and 9 years with Heerema. CFO Peter Wit (1967) joint Dockwise as CFO in 2009. Before he served as COO and Finance Manager of Shells Asset Management Company and VP Finance for Shells Solar business. CCO Martin Adler is in function since May 2008. Prior, he held senior positions for Shaw group and Fluor. 5.5. Shareholder structure Dockwise at this moment still has 39.56m ordinary shares outstanding. In December 2010, 4.65m new shares were issued to finance the construction of the USD 250m Vanguard and recently 14.27m shares were issued to finance the takeover of Fairstar. On May 10, 2012, Dockwise issued 25,000 preference shares of par value USD 5.00 each, to HAL Investments B.V. at an issue price of USD 2,000 per preference share, raising gross proceeds of USD 50m. The preference shares do not carry voting rights and will not be listed. Each preference share is entitled to a cumulative annual dividend of 9% of the issue price.

ABN AMRO

26 July 2012 | Dockwise | 23

Key shareholder is HAL, a listed but family owned (family Van der Vorm) investment trust with a tremendous performance track record. It is a long standing key shareholder in other Dutch listed companies such as Boskalis Westminster and Vopak. HAL representative Jaap van Wiechen (1972) is a member of the Dockwise Board of Directors. By supporting the rights issue for the takeover of Fairstar, HAL Investments lifted its stake in Dockwise from 17.9% to 31.7%.
Shareholder structure before rights issue Name HAL Trust Sankaty (J. Lavine) Project Holland Beheer Free-float TOTAL Source: ABN AMRO, AFM, HAL, Dockwise # 4.52 2.64 2.19 15.93 25.29 % 17.9% 10.4% 8.7% 63.0% 100.0%

At EUR 14 per share (the rights issue price), the stake represents a value of some EUR 215m (EUR 175m normal equity plus EUR 40m pref shares). Assuming Project Holland and Sankaty have kept their stakes stable, the % freefloat has dropped to around 50%. In absolute terms, the free float has been lifted by close to 25%.
Shareholder structure after rights issue Name HAL Trust Sankaty (J. Lavine) Project Holland Beheer Free-float TOTAL COMMON SHARES (USD 5 par) Source: ABN AMRO # 12.54 4.13 3.43 19.46 39.56 % 31.7% 10.4% 8.7% 49.2% 100.0%

Project Holland, founded by Delta Lloyd and Rabobank, is an independent investment firm focusing to deliver capital support to small and medium sized Dutch enterprises. The fund always aims for a shareholding of 5-30%. It further is invested in Ordina, Oranjewoud, BESI, DPA Group, LBi International and NedSense Enterprises. Sankaty (part of Bain Capital) is a global investment firm with some USD 15.7bn assets under management. Mr. Jonathan Lavine is the Chief Investment Officer.

24 | Dockwise | 26 July 2012

ABN AMRO

6.

Dockwise Q1 results were strong

6.1. ... but helped by project delay The 2012 Q1 result came in clearly better than expected. The company transported 15 jack-ups and 2 semi-subs. The fleet utilisation came in at 72%, up from 52% in Q4 and 64% in Q1 2011. Activities outside the Oil & Gas client segment remained very weak. The company indicates that its Q1 revenues were significantly helped by variation orders moving a top segment project from 2012 to 2013 execution. This likely implies that Dockwise received USD 10-15m compensation for this project delay which directly has dropped down to the EBITDA and EBIT line. Excluding this compensation payment, the Dockwise result was in-line with our expectations. Contract related expenses were higher than normal caused by the execution of the jacket launch for SHWE which was executed with 3rd party assets.
Dockwise Q1 results 2011 Q1 Dockwise Heavy Lift (DHL) Offshore/onshore projects Heavy Marine Transport Revenues Contract related expenses Net charter income Other opex EBITDA Dockwise Heavy Lift (DHL) Revenues Contract related expenses Net charter income EBITDA Source: Dockwise Q1 report 2011 Q4 2012 Q1 %-Ch yoy %-Ch q-o-q

12.9 82.5 95.4 -35.7 59.7 -31.9 27.8 6.5 -3.4 3.1 0.7

20.3 76.4 96.7 -30.8 65.9 -39.0 26.9 11.1 -5.3 5.8 3.4

17.0 113.0 130.0 -52.9 77.1 -39.6 37.5 6.8 -3.8 3.0 1.1

32% 37% 36% 48% 29% 24% 35% 5% 12% -3% 57%

-16% 48% 34% 72% 17% 2% 39% -39% -28% -48% -68%

6.2. Vessel occupancy better with stable pricing Vessel occupancy at Dockwise in Q1 amounted 72%, up from 55% in Q4. Of the 1,453 available vessel days, 682 were used for the transport of jack-ups and semi-subs and 364 for various other industries. Dockwise indicates that the pricing levels were similar to those in Q4.
Dockwise vessel occupancy 2012 Q1

Source: Dockwise 2011 Q3 presentation; dark blue = rigs & semis, light blue = various, grey = maintenance, white = idle

Where pre-crisis vessel utilisation was 80+%, the heavy transport market nosedived in 2009, 2010 and 2011. Utilisation at Dockwise bottomed in Q4 2011 at 55% but now is in a recovery mode.

ABN AMRO

26 July 2012 | Dockwise | 25

Dockwise vessel utilisation 2008-2012

100% 90% 80% 70% 60% 50% 40% 30% 20% 10% 0% 08Q1 08Q2 08Q3 08Q4 09Q1 09Q2 09Q3 09Q4 10Q1 10Q2 10Q3 10Q4 11Q1 11Q2 11Q3 11Q4 12Q1

Source: ABN AMRO, company reports based on 365 days

6.3. Operating expenses Operating expenses as Dockwise typically can be split into variable contract related expenses and more fixed vessel operating and SG&A expenses. Fixed costs in Q1 have risen to USD 24.4m mainly caused by various one-off expenses. A level of some USD 22m per quarter can be seen as the normal Dockwise level.
Fixed operating expenses: vessel operating and SG&A expenses
30 25 20 15 10 5 0 2011 Q1 2011 Q2 2011 Q3 2011 Q4 2012 Q1 10.7 11.8 11.1 10.2 11.5 10.7 11.0 11.3 11.0 12.9

Variable operating expenses: contract related expenses

60 50 40 30 20 10 0 2011 Q1 2011 Q2 2011 Q3 Heavy Lift Yacht Transport 2011 Q4 2012 Q1 35.7 43.7 46.8 30.8 3.5 7.7 3.1 5.4 53.9 2.8

Vessel operating expense s

Administrative expenses

Source: Dockwise reporting

Source: Dockwise reporting

Variable costs in Q1 were high primarily caused by the 3rd party execution of the jacket launch for SWHE. Normally, almost half of vessel operating expenses are related to crewing costs. The remainder is composed of insurance costs and smaller repair and maintenance costs. Contract related expenses in the past few years have risen substantially, caused by increased spending on for instance fuel and vessel security (passing the pirates near Somalia). Net debt and covenants 6.4. Financing: Vanguard milestone payments Net debt of Dockwise at the end of Q1 amounted to USD 476m, implying a net debt to EBITDA ratio of 3.24x, an interest cover of 3.33x and a cash flow cover of 1.15x. The net debt to EBITDA covenant temporarily is at 4.25x to enable the Vanguard milestone payments of USD 35m in Q2 and USD 90m in Q4. Problem in the covenant calculation is that as long as the USD 240m Vanguard is being build it does not generate any EBITDA, while the value of the Vanguard under construction is not substracted from the net debt calculation. Officially net debt to EBITDA amounts to 3.33x. If one corrects for the under construction value of the Vanguard (USD 116m at end of Q1), net debt is USD 360m and net debt to EBITDA 2.5x.

26 | Dockwise | 26 July 2012

ABN AMRO

7.

Acquiring Fairstar not an easy exercise

7.1. Five steps needed to conquer Fairstar Dockwise needed five steps to convince the existing Fairstar shareholders to sell their holding
7.1.1. Step 1: initial agreement on 54% stake

Dockwise announced on April 22 that it via subsidiary Dockwise White Marlin B.V. - had entered into conditional agreements with a number of Fairstar shareholders to acquire 54% of shares outstanding for NOK 9.30 per share, a premium of 22% on the latest Fairstar share price. Key shareholders Torghatten (13%) and Oceanus (26.6%) were amongst these selling shareholders. Following the Dockwise AGM on May 9, which approved the financing structure of the deal, Dockwise indeed announced to have acquired 54.66% of the shares in Fairstar for a price of NOK 9.30 per share.
7.1.2. Step 2: public offer of NOK 9.30 to 60% stake

On May 14, Dockwise launched a public offer for all of the shares in Fairstar at NOK 9.30 per share. After close of the extended offer period on June 15, Dockwise indicated it held 53.9m Fairstar shares, representing 60.4% of total. In addition, Dockwise announced the acquisition of 32.5% of the Fairstar bonds (nominal NOK 97m) bringing its total bonds holding to approx. 40.5% (nominally NOK 121.5m). This senior unsecured facility of in total NOK 300m is priced at 3 months NIBOR plus a spread of 900bp. The bond matures and is repayable in one term at 18 November 2013.
7.1.3. Step 3: direct agreement at NOK 10 to 95% stake

Early July, Dockwise lifted its stake in Fairstar to above the important 95% level via direct agreements with the key remaining opposing shareholders (Indofin / Roosland Beheer, QVT and Odin). The flagged price per share in these transactions was NOK 10. Contrary to Dutch law, Norwegian in such case does not require the bidder to pay the higher price to initial shareholders as well.
7.1.4. Step 4: public offer of NOK 10 for remaining shares

On July 16, directly after acceptance of the offer by Fairstars Management and Supervisory Boards, Dockwise launched a new public offer for the remaining shares in Fairstar at NOK 10 per share which will expire on August 10.
7.1.5. Step 5: delisting and squeeze-out procedure

After close of the last public offer, Dockwise will take steps to delist Fairstar from the Oslo Stock Exchange and will initiate statutory buy-out proceedings to acquire any remaining shares. In view of the NOK 10 per share paid in the fourth step, we assume that remaining shareholders will be forced to accept NOK 10 per share. As such, we assume that Dockwise will pay NOK 854m (around USD 140m) for 100% of Fairstars equity plus transaction fees. 7.2. Financing of Fairstar With general market circumstance in the heavy lift industry lacklustre in 2011 causing losses at Fairstar as well, Fairstar in 2012 clearly needed new financing, both in terms of equity as in terms of debt. On January 27, 2012, Fairstar raised NOK 65m new equity via a pivate placement of 8.1m new shares at NOK 8.00 per share, lifting the number of shares outstanding to 89.2m. It said that the funds from the equity issue would be used to maintain a solid foundation of balance sheet strength, while providing

ABN AMRO

26 July 2012 | Dockwise | 27

sufficient liquidity to Fairstar to prepare its fleet for a serie of voyages starting in May 2012.
7.2.1. Attempt to issue 50m new shares > blocked by Dockwise

After the issuance of 8.1m new share in January, Fairstar scheduled an AGM for April 27 via which it aimed to get permission to issue another 20 million new shares. The intention of this issue was to give the joint meeting of the board of managing directors and the board of supervisory directors of Fairstar flexibility in financing Fairstar in the most efficient manner. It also scheduled an EGM for June 1 to seek permission to issue another 30 million new shares. The proceeds of this share issue were solely to be used for the building and purchase of a fifth vessel to be added to the Fairstar fleet. In the Fairstar AGM, Dockwise voted against the share issue and offered interim financing including a potential capital injection of USD 50-100m. This offer was declined by Fairstar and the company refinanced via a syndicated loan from ING. Also in the EGM on June 1 Dockwise voted against issuing new shares.
7.2.2. USD 247m 1-year syndicated loan at LIBOR +400-600bp

Fairstar thus on May 21 signed a USD 247m syndicated loan facility led by ING Bank. The facility has a one year term and is priced for the first nine months at LIBOR plus 400bp, rising to LIBOR plus 600bp after nine months. It aims to satisfy the payment obligations to Guangzhou Shipbuilding International (GSI) due under the construction contracts for the new semi-submersible vessels Forte and Finesse. In addition, it provided Fairstar with a USD 20m tranche for the performance bonds required under the Gorgon, Ichthys and Golden Eagle contracts. It further re-financed the loans it had with HSH Nordbank and ABN AMRO. 7.3. Dockwise is now replacing Boards of Fairstar During the acquisition process, Dockwise has countered heavy resistance from Fairstars former management team, CEO Philip Adkins and COO Willem Out. Especially CEO Philip Adkins was trying his utmost to keep Fairstar independent and/or to maximize his own exit price. According press reports, Adkins will receive some USD 4m in an exit scenario. At the start of 2012 the Supervisory Board of Fairstar still had four members: chairman Frits van Riet (1943), Hans Verhagen (1946), Roger Granheim (1964, representing shareholder Torghatten) and Belle de Bruin-van Eijck (representing shareholder Roosland. Both Granheim and de Bruin decided in May 2012 to step down from the Supervisory Board and the Board therefore has only two members remaining. On July 14 Dockwise and Fairstar reached an agreement that satisfied Fairstar's concerns towards all Fairstar stakeholders. Fairstar will convene an EGM to be held on 29 August 2012 to appoint three Dockwise representatives to the Supervisory Board and two Dockwise representatives to the Management Board. The current members of the supervisory board will resign ultimately per the EGM. The current members of the Fairstar Management Board (CEO Adkins and COO Out) have stepped down from the Management Board on July 14. Both have agreed to remain available until the end of 2012 to provide support and assistance for the integration. Robert Jan van Acker and Erwin Hoogeveen were appointed to the Management Board of Fairstar, with full authority, as of July 14. Their appointment will be formalized at the EGM. .

28 | Dockwise | 26 July 2012

ABN AMRO

P & L Statement (USD m) Year to December Net sales Other income Personnel costs Other operating costs EBITDA Depreciation EBITA Reported provisions Amortisation EBIT Net financials Profit Before Taxes (PBT) Taxes Income from associates Minorities Net profit before extraordinaries Extraordinary items Net reported profit % change in Sales % change in EBITDA % change in EBITA % change in PBT % change in Net profit before extraordinaries

2005 208.4 (10.1) (98.2) 89.3 (32.1) 57.3 0.0 0.0 57.3 (6.4) 50.8 (0.1) 0.0 0.0 50.7 0.0 50.7 7.1 15.8 28.7 33.3 32.9

2006 252.0 (18.8) (115.5) 101.7 (34.5) 67.2 0.0 0.0 67.2 (6.1) 61.1 (0.7) 0.0 0.0 60.5 0.0 60.4 21.0 13.9 17.4 20.2 19.4

2007 290.1 (25.6) (131.6) 104.5 (83.1) 21.5 0.0 0.0 21.5 (96.4) (74.9) (0.9) 0.0 0.0 6.7 0.0 (75.8) 15.1 2.7 (68.0) ns (88.9)

2008 456.6 (21.7) (210.0) 201.1 (71.6) 129.6 0.0 0.0 129.6 (82.8) 46.8 0.2 0.0 0.0 68.7 0.0 47.0 57.4 92.4 502.9 ns 925.4

2009 478.0 (19.1) (218.7) 208.9 (96.4) 112.5 0.0 0.0 112.5 (74.4) 38.1 (1.5) 0.0 0.0 62.4 0.0 36.6 4.7 3.9 (13.2) (18.5) (9.2)

2010 439.1 (18.5) (225.2) 166.8 (97.7) 69.1 0.0 0.0 69.1 (52.0) 17.1 0.3 0.0 0.0 37.5 0.0 17.4 (8.1) (20.2) (38.6) (55.2) (39.9)

2011 398.6 (20.0) (220.4) 134.3 (123.0) 11.3 0.0 0.0 11.3 (43.8) (32.6) (0.9) 0.0 0.0 1.9 0.0 (33.5) (9.2) (19.5) (83.7) ns (94.9)

2012e 531.1 (31.7) (269.0) 191.7 (81.9) 109.8 0.0 0.0 109.8 (74.4) 35.3 (1.3) 0.0 0.0 49.2 0.0 34.0 33.2 42.8 874.0 ns 2,472.2

2013e 739.6 (30.2) (346.5) 326.1 (101.0) 225.1 0.0 0.0 225.1 (75.4) 149.7 (9.0) 0.0 0.0 140.7 0.0 140.7 39.3 70.2 105.1 323.5 186.1

2014e 770.4 (30.5) (365.2) 337.3 (106.6) 230.7 0.0 0.0 230.7 (60.3) 170.4 (11.9) 0.0 0.0 158.5 0.0 158.5 4.2 3.4 2.5 13.9 12.6

Cash Flow Statement (USD m) EBITDA Change in provisions excluding tax provisions Change in net working capital Gross operating cash flow Taxes paid Capex Free cash flow Net interest received Other Acquisitions Divestments Share issues/buybacks Dividend (adj. stock dividend) Extraordinary items (after tax) Change in interest-bearing debt Change in cash & cash equivalents

2005 89.3 (1.0) (1.1) 87.3 0.0 (39.2) 48.1 (6.4) 0.0 0.0 (19.5) 0.0 22.2

2006 101.7 0.0 21.9 123.1 0.0 (44.7) 78.4 (6.1) 0.0 0.0 (53.6) 0.0 18.9

2007 104.5 (2.7) 7.3 108.4 (1.0) (87.0) 21.4 (88.3) (699.0) 176.4 0.0 0.0 (590.5)

2008 201.1 (1.6) 42.6 235.7 (0.4) (223.3) 12.5 (79.4) 0.0 (0.7) 0.0 60.0 5.9

2009 208.9 (0.2) (9.8) 194.6 0.9 (27.6) 167.1 (63.8) 8.2 235.7 0.0 (325.5) 30.5

2010 166.8 (0.3) (3.9) 163.7 (1.1) (39.5) 124.1 (42.8) 0.0 103.5 0.0 (161.1) 25.0

2011 134.3 (0.1) 37.0 172.7 (1.1) (153.7) 19.0 (43.4) 0.0 0.4 0.0 (11.8) (34.4)

2012e 191.7 0.0 (21.8) 170.5 (1.3) (269.7) (99.3) (74.3) (149.1) 297.0 0.0 65.7 89.1

2013e 326.1 0.0 17.4 345.4 (9.0) (110.5) 234.9 (75.4) 0.0 0.0 0.0 (117.4) 33.1

2014e 337.3 0.0 2.6 341.9 (11.9) (113.3) 228.6 (60.3) 0.0 0.0 0.0 (125.7) 30.7

Balance Sheet (USD m) Net intangible fixed assets Net tangible fixed assets Financials fixed assets (FFA) Inventories Trade debtors Other debtors Cash & securities Total Assets Shareholder's equity Other equity Minorities Provisions Long-term interest bearing debt Short-term interest bearing debt Trade creditors Other non-interest bearing liabilities Total Liabilities & Capital Enterprise Value (EV) Net debt/(Net cash) Capital Employed incl. goodwill (avg.) Cumulative goodwill (as of 1991) Capital Employed (avg.) Net working capital Discounted value of leases Adjusted equity

2005 0.7 285.3 0.2 7.7 25.2 14.3 36.9 370.4 188.6 0.0 0.0 0.3 96.9 21.1 25.2 38.2 370.4

2006 0.5 295.4 0.8 8.4 19.9 12.5 34.8 372.4 209.8 0.0 0.0 0.0 0.0 97.6 19.9 45.0 372.4

2007 614.8 837.6 1.1 15.4 20.6 98.3 15.5 1,603.2 554.0 0.0 0.0 2.3 917.8 20.0 20.6 88.5 1,603.2

2008 613.5 1,008.2 2.7 16.9 25.8 65.1 21.4 1,753.7 576.2 0.0 0.0 0.7 991.3 10.0 3.6 171.9 1,753.7

2009 598.3 941.9 4.0 20.6 35.7 34.6 51.9 1,686.9 858.3 0.0 0.0 0.5 670.3 9.4 24.0 124.5 1,686.9 1,218.4

2010 594.5 886.2 4.6 20.0 0.0 49.9 73.1 1,628.3 979.9 0.0 0.0 0.2 512.3 9.4 12.3 114.2 1,628.3 1,077.0 448.5 1,453.3 1,453.3 (56.6)

2011 581.2 868.3 69.1 18.3 0.0 41.1 38.7 1,616.7 959.7 0.0 0.0 0.1 477.0 35.1 15.1 129.6 1,616.7 674.3 473.5 1,394.1 1,394.1 (85.3)

2012e 654.1 1,366.0 5.9 34.8 0.0 95.3 127.8 2,283.8 1,294.9 0.0 0.0 1.0 541.7 272.4 0.0 173.9 2,283.8 1,043.1 686.3 1,670.2 1,670.2 (43.8)

2013e 652.2 1,377.4 5.9 48.4 0.0 132.5 160.9 2,377.4 1,437.5 0.0 0.0 1.0 416.7 280.0 0.0 242.2 2,377.4 1,157.6 535.8 1,972.3 1,972.3 (61.2)

2014e 650.2 1,386.1 5.9 50.4 0.0 138.0 191.6 2,422.3 1,598.0 0.0 0.0 1.0 271.0 300.0 0.0 252.2 2,422.4 1,082.3 379.4 1,970.5 1,970.5 (63.8)

81.1 274.6 274.6 (16.2)

62.8 270.8 270.8 (24.1)

922.3 874.7 874.7 25.2

980.0 1,515.8 1,515.8 (67.7)

627.8 1,518.3 1,518.3 (57.7)

ABN AMRO

26 July 2012 | Dockwise | 29

Per Share Data (USD) Avg. no. of shares (m) Eoy. no. of shares (m) Avg. no. of shares fully diluted (m) Enterprise Value (EV) Net debt less FFA plus minorities Sales EBITDA EBITA EBIT Net profit before extr. & amort. (USD) Net profit before extraordinaries (USD) Cash Flow (USD) Gross Dividend (USD) Book value (USD) Adjusted equity Free Cash Flow % change in EPS before extr. & amort.

2005

2006

2007 8.7 11.5 8.9

2008 11.5 11.5 11.7

2009 13.2 20.6 13.3 59.02

2010 21.2 25.3 21.4 42.59 17.56 20.69 7.86 3.26 3.26 1.76 1.76 6.37 0.00 38.75 5.85 (62.67)

2011 25.3 25.3 25.5 26.67 15.99 15.77 5.31 0.45 0.45 0.08 0.08 4.94 0.00 37.95 0.75 (95.72)

2012e 34.1 43.5 34.3 23.97 15.64 15.57 5.62 3.22 3.22 1.44 1.44 3.84 0.00 29.76 (2.91) 1,807.11

2013e 43.5 43.5 43.7 26.61 12.18 17.00 7.50 5.17 5.17 3.23 3.23 5.56 0.00 33.04 5.40 124.28

2014e 43.5 43.5 43.7 24.87 8.58 17.71 7.75 5.30 5.30 3.64 3.64 6.09 0.00 36.73 5.25 12.64

80.20 33.26 11.98 2.46 2.46 0.00 0.00 0.00 0.00 0.00 0.00 0.77 0.77 10.29 0.00 48.22 2.45 ns

85.07 39.76 17.51 11.28 11.28 5.98 5.98 12.22 0.00 50.16 1.08 678.97

30.22 36.23 15.83 8.53 8.53 4.73 4.73 12.03 0.00 41.57 12.66 (21.00)

Valuation P/E (excl. extr. & amort.) P/CF (x) P/Book (x) Dividend yield (%) Free cash flow yield (%) EV/Sales (x) EV/EBITDA (x) EV/EBITA (x) EV/EBIT (x) EV/Capital Employed (x) EV/CE (incl. goodwill) (x) Share price : High (EUR) Share price : Low (EUR) Share price : Average (EUR) Share price : Year end (EUR)
Capital Efficiency/Solvability Sales/CE (incl.goodwill) Sales/Fixed assets (x) Sales/Net working capital (x) Inventories/Sales (days) Trade debtors/Sales (days) Trade creditors/Sales (days) CAPEX/Depreciation (%) Equity/Total assets (%) Net debt/Equity (%) Interest cover (x) Dividend payout (%) ROCE (average) (%) ROCE (incl. goodwill) (average) (%)

2005

2006

2007

2008

2009 6.3 2.5 0.7 0.0 16.8 2.5 5.8 10.8 10.8 0.8 0.8 21.29 19.93 20.44 23.98

2010 13.8 3.8 0.6 0.0 13.2 2.5 6.5 15.6 15.6 0.7 0.7 22.33 15.86 18.34 20.76
2010 0.3 0.5 (7.8) 16.6 0.0 10.2 40.5 60.2 0.5 1.3

2011 nmf 4.4 0.4 0.0 (4.4) 1.7 5.0 59.8 59.8 0.5 0.5 20.03 8.14 15.58 12.61
2011 0.3 0.5 (4.7) 16.7 0.0 13.8 125.0 59.4 0.5 0.3

2012e 11.2 4.2 0.5 0.0 (24.6) 2.0 5.4 9.5 9.5 0.6 0.6 15.30 10.65 13.36 13.36
2012e 0.3 0.4 (12.1) 23.9 0.0 0.0 329.4 56.7 0.5 1.5

2013e 5.0 2.9 0.5 0.0 22.6 1.6 3.5 5.1 5.1 0.6 0.6

2014e 4.4 2.7 0.4 0.0 23.9 1.4 3.2 4.7 4.7 0.5 0.5

13.36 13.36
2013e 0.4 0.5 (12.1) 23.9 0.0 0.0 109.5 60.5 0.4 2.9

13.36 13.36
2014e 0.4 0.6 (12.1) 23.9 0.0 0.0 106.3 66.0 0.2 3.7

2005 0.8 0.7 (12.9) 13.5 44.2 44.2 122.1 50.9 0.4 8.1

2006 0.9 0.9 (10.5) 12.1 28.9 28.9 129.5 56.4 0.3 9.3

2007 0.3 0.3 11.5 19.4 25.9 25.9 104.8 34.6 1.7 0.3

2008 0.3 0.5 (6.7) 13.5 20.6 2.9 312.1 32.9 1.7 1.5

2009 0.3 0.5 (8.3) 15.7 27.2 18.3 28.6 50.9 0.7 1.5

20.8 20.8

24.5 24.5

2.5 2.5

8.6 8.6

7.1 7.1

4.8 4.8

0.8 0.8

6.3 6.3

10.7 10.7

10.9 10.9

Operating Efficiency & Profitability ratios Sales per FTE employee ('000s) Wage costs per FTE employee ('000s) EBIT per FTE employee ('000s) Gross margin (%) EBITDA margin (%) Operating margin (%) Net margin (%) Tax rate (%)

2005

2006

2007

2008

2009

2010

2011

2012e

2013e

2014e

67.5 42.9 27.5 24.3 0.3

69.6 40.4 26.7 24.0 1.1

68.7 36.0 7.4 2.3 (1.2)

64.3 44.0 28.4 15.0 (0.4)

64.7 43.7 23.5 13.0 3.9

61.7 38.0 15.7 8.5 (1.8)

55.7 33.7 2.8 0.5 (2.9)

58.9 36.1 20.7 9.3 3.8

63.6 44.1 30.4 19.0 6.0

63.2 43.8 30.0 20.6 7.0

30 | Dockwise | 26 July 2012

ABN AMRO

Important disclosures
Issuer Dockwise Ticker DOCKW.AS Price (EUR) 13.36

ABN AMRO Bank N.V. adopted a Research Policy for the purpose of ensuring that research produced by its analysts is impartial, independent, fair, clear and not misleading. In particular the Policy identifies policies intended to promote the integrity of research including those designed to ensure the identification and avoidance, management or disclosure of conflicts of interest in connection with the production of research, including information barriers. Consequently ABN AMRO Bank N.V. discloses the following: ABN AMRO Bank NV or its affiliates expects to receive or intends to seek compensation for investment banking services from the issuer in the next 3 months. ABN AMRO Bank NV or its affiliates is a market maker facilitator or liquidity provider in the financial instruments issued by the issuer.

Analyst certification
The persons named as the authors of this research report certify that: 1. all of the views expressed in the research report accurately reflect the personal views of the authors about the subject financial instruments and issuers; and 2. no part of their compensation was, is, or will be, directly or indirectly, related to the specific recommendations or views expressed in the research report. Thijs Berkelder - Equity Research Analyst Alwin Wijtsma - Equity Research Analyst Analysts' compensation is determined based upon activities and services intended to benefit the clients of ABN AMRO Bank N.V. and its affiliates. Like all ABN AMRO Bank N.V. and affiliate employees, analysts receive compensation that is impacted by overall ABN AMRO Bank N.V. profitability, which includes revenues from other business units.

ABN AMRO Bank N.V. and affiliates equity research ratings distribution (primary covered stocks)
Category ABN AMRO Rating Definition % companies under coverage with this rating % companies for which ABN AMRO has provided Investment Banking services 44%

BUY

BUY

The stock belongs to the favourites of the local ABN AMRO Bank N.V. universe. Expected performance: > +15% The stock does not belong to the current favourites. The investment case is not appealing for the time being. However, it's worth to keep the stock. Expected performance: > +5%, < +20% The stock belongs to the less attractive ones within the ABN AMRO Bank N.V. loca universe. While the outlook is uncertain, the stock does not deserve an outright Sell. Expected performance: > -5%, < +10% The investment case is definitively negative. Investors should sell the stock at any conditions. Expected performance: negative ABN AMRO Bank N.V. Primary Equity Research Coverage: 113

48%

HOLD

HOLD

35%

33%

REDUCE

14%

11%

SELL

SELL

4%

11%

26 July 2012

Historical equity recommendations and target price for Dockwise (EUR)

24 22 20 18 16 14 12 10 8 Sep 09 BUY

Dec 09

Mar 10 HOLD

Jun 10

Sep 10

Dec 10 REDUCE

Mar 11

Jun 11 SELL

Sep 11

Dec 11 UNDER REVIEW

Mar 12

Jun 12

Sep 12

History of Target Prices Date Recommendation Target Price

History of Recommendations Date Recommendation Target Price

Source: ABN AMRO Equity Research, FactSet

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