Miclyn Express Offshore Limited

Appendix to Prospectus Miclyn Express Offshore Limited

ARBN 141 683 552 For personal use only use personal For

Global Coordinator Joint Lead Managers Macquarie Capital Advisers Limited Macquarie Capital Advisers Limited J.P. Morgan Australia Limited Morgan Stanley Australia Securities Limited Contents

A. Pro Forma Historical Consolidated Statement of Revenue, EBITDA and EBIT 1 B. Pro Forma Consolidated Balance Sheet as at 31 December 2009 2 C. Pro Forma Historical Consolidated Statement of Cash Flows Before Financing and Tax 3 D. Notes to the Pro Forma Historical Financial Information 4 E. Derivation of Pro Forma Historical Financial Information 15 F. Miclyn Express Offshore Fleet List 20 G. Applicable Company Law 24 H. Appendix Glossary IBC

This Appendix is dated 2 March 2010 and has been prepared by Miclyn Express Offshore Limited (ARBN 141 683 552) (the ‘Company’). This Appendix should be read in conjunction with the prospectus issued by the Company dated 2 March 2010 and lodged by the Company on that date (the ‘Prospectus’). The information in this Appendix is subject to the information disclosed in the Prospectus. Words and expressions defined in the Prospectus have the same meaning when used in this Appendix. This Appendix is incorporated by reference into the Prospectus pursuant to section 712 of the Corporations Act

(and has been lodged with ASIC in accordance with section 712(4) of the Corporations Act). For personal use only use personal For Miclyn Express Offshore Limited Appendix to Prospectus 1

Pro Forma Historical Consolidated Statement of Revenue, EBITDA and EBIT A

FY2007 FY2008 FY2009 1H FY2010 FY2007 FY2008 FY2009 1H FY2010 Pro forma US$m US$m US$m US$m A$m A$m A$m A$m

Revenue from 71.9 93.1 98.0 54.8 91.7 104.1 133.3 63.2 operating activities

Cost of sales (34.1) (37.7) (39.5) (22.7) (43.5) (42.1) (53.7) (26.2)

Gross profit 37.8 55.4 58.5 32.1 48.2 62.0 79.6 37.0

Other income 0.8 1.3 1.5 0.5 1.0 1.4 2.0 0.5

SG&A and other expenses (6.8) (9.8) (11.9) (6.9) (8.7) (11.0) (16.2) (7.9)

FX Gains/(Losses) 1.9 (1.6) 0.9 – 2.4 (1.8) 1.3 –

Operating Earnings 33.7 45.3 49.0 25.7 42.9 50.6 66.7 29.6

Vessel Disposal Gains/ (Losses) 8.1 8.7 2.5 2.5 10.4 9.8 3.3 2.9

Pro forma EBITDA 41.8 54.0 51.5 28.2 53.3 60.4 70.0 32.5

Depreciation (6.2) (8.2) (10.2) (6.4) (7.9) (9.2) (13.8) (7.4)

Pro forma EBIT 35.6 45.8 41.3 21.8 45.4 51.2 56.2 25.1

Notes: 1 US dollar pro forma Historical Financial Information has been translated into Australian dollar at the average exchange rate for the relevant financial periods, being US$0.784:A$1.00 for FY2007, US$0.894:A$1.00 for FY2008, US$0.735:A$1.00 for FY2009 and US$0.868:A$1.00 for 1H FY2010. 2 The attached notes form part of this pro forma Historical Financial Information. 3 Pro forma EBITDA and pro forma EBIT exclude interest income, gains/(losses) on hedging instruments that are recognised in the profit and loss, unwinding of the debt upfront fees and finance expense incurred on outstanding loans. These items are included in the definition of net finance costs as set out in the accounting policies note in Note D.14 of this Appendix. 4 For the purposes of presentation of financial information in the Prospectus and this Appendix, cost of sales has been presented exclusive of all depreciation and amortisation. In its statutory financial reports, the Group presents cost of sales inclusive of depreciation and amortisation, applicable to both the charter hire and shipyard and repairs businesses. 5 This pro forma historical consolidated statement of revenue, EBITDA and EBIT has not been adjusted to reflect the acquisition of the

interest in Samson Maritime. For personal use only use personal For 2

Pro Forma Consolidated Balance Sheet as at 31 December 2009 B

Pro forma Pro forma 31 Dec 2009 31 Dec 2009 US$m A$m

Current assets Cash and cash equivalents 10.9 12.2 Trade receivables 24.4 27.3 Other receivables and prepayments 6.9 7.7 Inventories 4.1 4.6 Vessels held for sale – – Total current assets 46.3 51.8 Non‑current assets Property, plant and equipment 296.1 331.6 Other assets 0.1 0.1 Goodwill 46.1 51.7 Total non‑current assets 342.3 383.4 TOTAL ASSETS 388.6 435.2 Current liabilities Trade and other payables 20.5 23.0 Current tax payable 5.2 5.9 Loans and borrowings 5.2 5.8 Other liabilities 1.4 1.5 Total current liabilities 32.3 36.2 Non‑current liabilities Loans and borrowings 132.5 148.3 Other non‑current liabilities 2.3 2.6 Total non‑current liabilities 134.8 150.9 TOTAL LIABILITIES 167.1 187.1 NET ASSETS 221.5 248.1 Shareholders equity Share capital 173.4 194.2

Other equity reserves (45.0) (50.4) For personal use only use personal For Hedging reserves – – Translation reserves (0.1) (0.1) Accumulated profits 92.5 103.6 Minority interests 0.7 0.8 Total equity 221.5 248.1

Pro Forma Historical Consolidated Statement of Cash Flows Before Financing and Tax C

FY2007 FY2008 FY2009 1H FY2010 FY2007 FY2008 FY2009 1H FY2010 Pro Forma US$m US$m US$m US$m A$m A$m A$m A$m

Pro forma EBIT 35.6 45.8 41.3 21.8 45.4 51.2 56.2 25.1

Depreciation 6.2 8.2 10.2 6.4 7.9 9.2 13.8 7.4

Pro forma EBITDA 41.8 54.0 51.5 28.2 53.3 60.4 70.0 32.5

Gain on disposal of vessels (8.1) (8.7) (2.5) (2.5) (10.4) (9.8) (3.3) (2.9)

Non‑cash and other items (0.6) (0.5) (0.6) (0.3) (0.8) (0.5) (0.9) (0.4)

Working capital movements 5.6 (0.8) (3.4) (6.1) 7.2 (0.9) (4.6) (7.0)

Cash flows available from operations 38.7 44.0 45.0 19.3 49.3 49.2 61.2 22.2

Proceeds from sale of property, plant and equipment 44.0 30.1 6.9 5.6 56.2 33.7 9.4 6.6

Capital expenditure – maintenance (1.8) (2.6) (3.6) (1.9) (2.3) (2.9) (4.9) (2.2)

Capital expenditure – growth (69.9) (90.0) (67.3) (14.7) (89.2) (100.7) (91.5) (17.0)

Cash flows before financing and tax 11.0 (18.5) (19.0) 8.3 14.0 (20.7) (25.8) 9.6

interest in Samson Maritime. For personal use only use personal For 4

Notes to the Pro Forma Historical Financial Information D

D.1 Summary significant accounting flows before financing and tax have not been adjusted policies to reflect the acquisition of the interest in Samson Maritime. D.1.1 General The Company was incorporated in Bermuda on The pro forma Historical Financial Information has been 11 September 2008. The registered address is at prepared in accordance with IFRS, which reflects the Clarendon House, 2 Church Street, Hamilton HM 11, current assessment of the standards issued by the IASB Bermuda. Its principal place of business is at as at the date of this Prospectus. 3 HarbourFront Place, # 07‑01 HarbourFront Tower 2, IFRS and related interpretations may change between Singapore 099254. The financial statements are the issue date of this Prospectus and the date of the expressed in United States dollars. Company’s first financial report presented under IFRS. D.1.2 Basis of preparation The regulatory bodies that promulgate IFRS have The accompanying historical financial information of ongoing projects that could affect the application and Miclyn Express Offshore Group presents the results and interpretation of IFRS and the impact of these changes financial position on a pro forma basis. The pro forma on the Group’s IFRS results for the period ending Historical Financial Information is presented in 30 June 2010 and the six months ended 31 December abbreviated form and does not contain all of the 2009 may vary materially. Accordingly, there can be disclosures that are necessary in an annual financial no assurance provided that the pro forma Historical report prepared in accordance with IFRS. Financial Information as disclosed in this Prospectus would not be materially different if future changes or Prior to the Company’s intended acquisition of MEO interpretations arise under IFRS. Finance on or about 30 March 2010, the Miclyn Express Offshore Businesses will have operated under a The pro forma Historical Financial Information has different corporate structure with different gearing been prepared on the historical cost basis except and tax profiles to those proposed for the Group after that derivative financial instruments are stated at completion of the Offer. As a consequence, the their fair value. Directors believe that the historical net finance costs The pro forma Historical Financial Information is and associated income tax expense incurred by these unaudited although the financial statements of the businesses are not representative of what the net MEO Finance Group for FY2009 and FY2008 and finance costs and income tax expense would have Miclyn Offshore Group for FY2007, which form the been had the Group operated under the new structure basis for the pro forma Historical Financial Information, which will be in place after Settlement of the Offer. are themselves audited. The financial statements of Accordingly, the historical net finance costs and income MEO Finance Group for 1H FY2010 are unaudited, but tax expense have not been presented in the pro forma have been reviewed in accordance with Singapore Historical Financial Information of the Group. Standard on Review Engagements. The interim financial On 23 November 2007, MEO Finance Group acquired report was prepared in accordance with Singapore Marine Services Holding Limited, the holding company Financial Reporting Standards (SFRS) applicable to of the Acquired Businesses from Macquarie Asset interim reporting. The balance sheet underlying the Finance Limited, a wholly owned subsidiary of acquisition of a 50% interest in Samson Maritime Macquarie Group Limited. This transaction has been is unaudited. reflectedonly use personal For in the pro forma historical consolidated A reconciliation from the audited and reviewed financial statement of revenue, EBITDA and EBIT as though statements to the pro forma historical consolidated the transaction occurred on 1 July 2006. statement of revenue, EBITDA and EBIT is included in In preparing the pro forma consolidated balance sheet, Note E.1 of this Appendix (including the use of certain adjustments have been made to reflect the acquisition unaudited financial information of the of a 50% interest in Samson Maritime as described in Acquired Businesses). Section 5.4 of the Prospectus. However, the pro forma A reconciliation from the reviewed consolidated historical statement of revenue, EBITDA and EBIT and balance sheet to the pro forma consolidated balance pro forma historical consolidated statement of cash sheet is included in Note F of this Appendix (including the use of certain unaudited financial information of Samson Maritime). Miclyn Express Offshore Limited Appendix to Prospectus 5

The preparation of a financial report in conformity with (d) comparative information presented in those IFRS requires management to make judgements, consolidated financial statements shall be that estimates and assumptions that affect the application of MEO Finance Group. of accounting policies and reported amounts of assets D.1.4 Subsidiaries and liabilities, income and expenses. The estimates Subsidiaries are entities (including special purpose and associated assumptions are based on historical entities) controlled by the Group. Control exists when experience and various other factors that are believed the Group has the power to govern the financial and to be reasonable under the circumstances, the results operating policies of an entity so as to obtain benefits of which form the basis of making the judgements from its activities. In assessing control, potential voting about carrying values of assets and liabilities that are rights that presently are exercisable are taken into not readily apparent from other sources. Actual results account. The financial statements of subsidiaries may differ from these estimates. are included in the pro forma Historical Financial The estimates and underlying assumptions are reviewed Information from 1 July 2006. The accounting policies on an ongoing basis. Revisions to accounting estimates of subsidiaries have been changed where necessary are recognised in the period in which the estimate is to align them with the policies adopted by the Group. revised if the revision affects only that period, or in the D.1.5 Basis of consolidation period of the revision and future periods if the revision The pro forma Historical Financial Information affects both current and future periods. incorporates the financial statements of the Company Accounting policies are selected and applied in a and entities controlled by the Company (its subsidiaries). manner which ensures that the resulting financial Control is achieved where the Company has the power information satisfies the concepts of relevance and to govern the financial and operating policies of an reliability, thereby ensuring that the substance of the entity so as to obtain benefits from its activities. underlying transactions or other events is reported. D.1.6 Business combinations These accounting policies have been consistently Acquisitions of subsidiaries and businesses are applied by each entity in the consolidated entity. accounted for using the acquisition method. The accounting policies set out below have been The cost of the acquisition is measured at the aggregate consistently applied by the Group in preparing the of the fair values, at the date of exchange, of assets pro forma Historical Financial Information. given, liabilities incurred or assumed, and equity D.1.3 accounting for IPO structure instruments issued by the Group in exchange for control At Settlement the Company will effect a business of the acquiree. Acquisition‑related costs are recognised combination by acquiring MEO Finance, the current in the profit and loss as incurred. legal parent entity of MEO Finance Group, so that Where appropriate, the cost of acquisition includes the Company will become the ASX‑listed legal parent any asset or liability resulting from a contingent entity of Miclyn Express Offshore Group. The business consideration arrangement, measured at its combination will be effected by issuing shares in the acquisition‑date fair value. Subsequent changes in such Company under the Offer contemporaneously with fair values are adjusted against the cost of acquisition the Company’s acquisition of MEO Finance. where they qualify as measurement period adjustments In substance, the transaction is an administrative (see below). All other subsequent changes in the fair restructuring of MEO Finance Group to facilitate the value of contingent consideration classified as an asset Group’s listing on ASX, the sale of Existing Shareholders or liability are accounted for in accordance with the interests and the raising of additional capital to pay relevant IFRS. Changes in the fair value of contingent down debt. As such, in accordance with the principles consideration classified as equity are not recognised. in IFRS 3 (2008) the transaction is recorded as though The acquiree’s identifiable assets, liabilities and the existing MEO Finance Group acquired the Company. contingent liabilities that meet the conditions for The major implications of the accounting for the IPO recognition under IFRS 3 (2008) are recognised at structure are that consolidated financial statements their fair value at the acquisition date, except that: shall be issued under the name of the Company, but described in the notes as a continuation of the financial • deferred tax assets or liabilities and liabilities or statements of MEO Finance and accordingly: assets related to employee benefit arrangements are recognised and measured in accordance with (a) the assets and liabilities shall be recognised IAS 12 Income Taxes and IAS 19 Employee Benefits and measured in those consolidated financial respectively; and statements at the carrying amounts of the existing MEO Finance Group, rather than fair value at the • liabilities or equity instruments related to the date of acquisition by the Company; replacement by the Group of an acquiree’s share‑based payment awards are measured in For personal use only use personal For (b) the retained earnings and other equity balances accordance with IFRS 2 Share‑based Payments; and recognised in those consolidated financial statements shall be the existing retained earnings • assets (or disposal groups) that are classified as and other equity balances of MEO Finance Group; held for sale in accordance with IFRS 5 Non‑current Assets Held for Sale and Discontinued Operations (c) the amount recognised as issued equity are measured in accordance with that Standard. instruments in those consolidated financial statements shall be determined by adding the If the initial accounting for a business combination is additional equity retained by the Group to the incomplete by the end of the reporting period in which issued equity recorded in the MEO Finance the combination occurs, the Group reports provisional financial statements immediately before the amounts for the items for which the accounting is acquisition; and incomplete. Those provisional amounts are adjusted D Notes to the Pro Forma Historical Financial Information continued 6

during the measurement period (see below), or D.1.9 Presentation currency additional assets or liabilities are recognised, to Results of the major operating business are recorded reflect new information obtained about facts and in their functional currencies. The Group’s US dollar circumstances that existed as of the acquisition date denominated revenue represents approximately 86% that, if known, would have affected the amounts of the total pro forma consolidated revenue in FY2009, recognised as of that date. with the remainder being from United Arab Emirates Dirham (approximately 8%), Saudi Riyal (approximately The measurement period is the period from the date of 4%) and others (approximately 2%). acquisition to the date the Group receives complete information about facts and circumstances that existed Consequently, under IFRS, the Directors believe the as of the acquisition date – and is subject to a maximum US dollar reporting represents the best indicator of of one year. the results of the Group and therefore the pro forma Historical Financial Information is presented in US Where a business combination is achieved in stages, dollars and the Group will present its financial reports the Group’s previously‑held interests in the acquired in US dollars going forward. entity are remeasured to fair value at the acquisition date (i.e. the date the Group attains control) and the However, for the convenience of prospective investors, resulting gain or loss, if any, is recognised in profit or Australian dollar information has been included in the loss. Amounts arising from interests in the acquiree Prospectus. US dollar information has been translated prior to the acquisition date that have previously been into Australian dollars at the following exchange rates: recognised in other comprehensive income are • US dollar pro forma historical consolidated reclassified to profit or loss, where such treatment statement of revenue, EBITDA and EBIT and would be appropriate if that interest were disposed of. consolidated cash flow before financing and tax D.1.7 Joint ventures have been translated into Australian dollars at the A joint venture is a contractual arrangement whereby average exchange rate for the financial year the Group and other parties undertake an economic presented, being US$0.784:A$1.00 for FY2007, activity that is subject to joint control. This is when US$0.894:A$1.00 for FY2008; US$0.735:A$1.00 for the strategic financial and operating policy decisions FY2009 and US$0.868:A$1.00 for 1H FY2010; and relating to the activities require the unanimous consent • US dollar pro forma historical consolidated balance of the parties sharing control. sheet has been translated into Australian dollars at the exchange rate as at 31 December 2009 of Where a Group entity undertakes its activities under US$0.893:A$1.00. joint venture arrangements directly, the Group’s share of jointly controlled assets and any liabilities incurred D.1.10 Interest bearing loans and borrowings jointly with other venturers are recognised in the All loans and borrowings are recognised initially at fair financial statements of the relevant entity and classified value plus any directly attributable transaction costs. according to their nature. Liabilities and expenses Subsequent to initial recognition, interest‑bearing loans incurred directly in respect of interests in jointly and borrowings are remeasured at amortised cost controlled assets are accounted for on an accrual basis. using the effective interest method. Fees paid on the Income from the sale or use of the Group’s share of the establishment of loan facilities that are yield related are output of jointly controlled assets, and its share of joint included as part of the carrying amount of the loans venture expenses, are recognised when it is probable and borrowings. that the economic benefits associated with the Borrowings are classified as current liabilities unless the transactions will flow to/from the Group and their Group has an unconditional right to defer settlement of amount can be measured reliably. the liability for at least 12 months after the balance Joint venture arrangements that involve the sheet date. establishment of a separate entity in which each As at 31 December 2009, certain non‑financial events venturer has an interest are referred to as jointly of default existed in relation to the Group’s current debt controlled entities. The Group reports its interests facilities. These events of default are technical in nature in jointly controlled entities using proportionate only and relate to matters regarding assignment of consolidation, except when the investment is classified charter contracts to lenders, the form of required as held for sale, in which case it is accounted for insurance and execution and perfection of security over under IFRS 5 Non‑current Assets Held for Sale and certain vessels granted in favour of the lenders. The Discontinued Operations. The Group’s share of the assignment of charter contracts are sought by lenders assets, liabilities, income and expenses of jointly as additional form of security and the Group is actively controlled entities are combined with the equivalent pursuing obtaining such assignments in discussions items in the Group’s financial information on a with the contract counterparties where the contracts

line‑by‑lineonly use personal For basis. Where the Group transacts with its are deemed material. With respect to the form of jointly controlled entities, unrealised profits or losses required insurance, the Group has discussed with are eliminated to the extent of the Group’s interest in its lenders that such form does not represent current the joint venture. market practice and the Group is therefore unable to D.1.8 Transactions eliminated on consolidation comply with this requirement under the debt facilities. Intra‑group balances, and any unrealised income and The Group proposed a revised form of insurance to the expenses arising from intra‑group transactions, are lenders which is consistent with current market practice eliminated in preparing the consolidated financial as advised by the Group’s insurance broker. statements. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment. Miclyn Express Offshore Limited Appendix to Prospectus 7

Based on discussions with lenders to date, the Group D.2.1.1 Embedded derivatives has no reason to believe that lenders intend to call for Derivatives embedded in other financial instruments or early repayment of its debt facilities as a result of these other host contracts are treated as separate derivatives technical events of default. Further, the Group has now when their risks and characteristics are not closely secured committed new debt facilities as part of its IPO related to those of the host contracts and the host process, details of which are set out in Section 8.6.2 contracts are not measured at fair value with changes and Section 13.5.7 of the Prospectus. The proceeds in fair value recognised in the profit and loss. from the new debt facilities will, together with proceeds D.2.1.2 Foreign currency transactions from the IPO, be applied to the full retirement of the In preparing the financial statements of the individual current debt facilities. It is important to note that the entities transactions in currencies other than the entities terms of the new debt facilities do not contain functional currency are recorded at the rate of exchange obligations similar to those under the current debt prevailing on the date of the transaction. facilities that are the subject of the technical events of default. At each balance sheet date, monetary items denominated in foreign currencies are retranslated at the In accordance with IFRS 1, the existence of the rates prevailing on balance sheet date. Non‑monetary technical events of default at the balance sheet date items are carried at fair value. Non‑monetary assets and requires the Group to classify all its interest bearing liabilities carried at fair value that are denominated in liabilities under the debt facilities as current liabilities in foreign currencies are retranslated at the rates prevailing its statutory accounts, whereas in the absence of these on the date when the fair value was determined. technical events of default, interest bearing liabilities Non‑monetary items that are measured in terms of that become due for payment after 12 months from historical cost in a foreign currency are not retranslated. balance sheet date, would ordinarily be classified as non‑current liabilities. Interest bearing liabilities that Exchange differences arising on the settlement of would ordinarily be classified as non‑current liabilities, monetary items, and on retranslation of monetary items but have for purposes of these statutory financial are included in the profit and loss for the year. Exchange statements been classified as current liabilities in differences arising on the retranslation of non‑monetary the accounts, amount to US$227,014,263. items carried at fair value are included in the profit and loss for the period except for differences arising on the The pro forma consolidated balance sheet reflects the retranslation of non‑monetary items in respect of which terms and repayment profile of the new debt facilities gains and losses are recognised directly in equity. For that will be in place with effect from the date of listing. such non‑monetary items, any exchange component D.2 Cash and cash equivalents of that gain or loss is also recognised directly in equity. Cash and cash equivalents in the balance sheet D.2.1.3 Foreign operations comprise cash at bank and on hand, demand deposits The assets and liabilities of foreign operations, and short term deposits with an original maturity of including goodwill and fair value adjustments arising three months or less that are readily convertible to on acquisition, are translated to US dollars at exchange known amounts of cash and which are subject to rates at the reporting date. The income and expenses an insignificant risk of changes in value. of foreign operations, excluding foreign operations in Bank overdrafts that are repayable on demand and form hyperinflationary economies, are translated to US dollars an integral part of the Group’s cash management are at exchange rates at the dates of the transactions. included as a component of cash and cash equivalents Foreign currency differences are recognised directly in for the purposes of the statement of cash flows, and are equity. Since 1 July 2006, the Group’s date of transition shown within loans and borrowings in liabilities in the to IFRS, such differences have been recognised in balance sheet. the foreign currency translation reserve. Exchange D.2.1 Derivative financial instruments differences on monetary items receivable from or The Group holds derivative financial instruments to payable to a foreign operation for which settlement manage interest rate risk exposures, such as interest is neither planned or likely to occur, which form part rate swaps. of the net investment in a foreign operation, are also recognised in the foreign currency translation reserve Derivatives are recognised initially at fair value; on consolidation. When a foreign operation is disposed attributable transaction costs are recognised in the of, in part or in full, the relevant amount in the foreign profit and loss when incurred. Subsequent to initial currency translation reserve is transferred to the profit recognition, derivatives are measured at fair value and and loss. changes in the fair value are recognised in the profit and loss as part of net finance cost, unless the derivative D.2.2 Impairment is designated and effective as a hedging instrument, D.2.2.1 Non-financial assets For personal use only use personal For in which event, the timing of the recognition in the The carrying amounts of the Group’s non‑financial profit and loss depends on the nature of the assets, other than inventories and deferred tax assets hedge relationship. are reviewed at each reporting date to determine whether there is any indication of impairment. If any Derivatives not designated into an effective hedge such indication exists then the asset’s recoverable relationship are classified as a current asset or a amount is estimated in order to determine the extent of current liability. the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash‑generating unit to which the asset belongs. D Notes to the Pro Forma Historical Financial Information continued 8

For goodwill and intangible assets that have indefinite D.2.3 Income tax useful lives or that are not yet available for use, Income tax expense comprises current and deferred tax. recoverable amount is estimated at each reporting date. Income tax expense is recognised in the profit and loss except to the extent that it relates to items recognised An impairment loss is recognised if the carrying amount directly in equity, in which case it is recognised of an asset or its cash‑generating unit exceeds its in equity. recoverable amount. A cash‑generating unit is the smallest identifiable asset group that generates cash Current tax is the expected tax payable on the taxable flows that largely are independent from other assets income for the year, using tax rates enacted or and groups. Impairment losses are recognised in the substantively enacted at the reporting date, and any profit and loss. Impairment losses recognised in respect adjustment to tax payable in respect of previous years. of cash‑generating units are allocated first to reduce the Deferred tax is recognised using the balance sheet carrying amount of any goodwill allocated to the units method, providing for temporary differences between and then to reduce the carrying amount of the other the carrying amounts of assets and liabilities for assets in the unit (group of units) on a pro rata basis. financial reporting purposes and the amounts used The recoverable amount of an asset or cash‑generating for taxation purposes. Deferred tax is not recognised unit is the greater of its value in use and its fair value for the following temporary differences: the initial less costs to sell. In assessing value in use, the recognition of goodwill, the initial recognition of assets estimated future cash flows are discounted to their or liabilities in a transaction that is not a business present value using a pre‑tax discount rate that reflects combination and that affects neither accounting nor current market assessments of the time value of money taxable profit, and differences relating to investments and the risks specific to the asset. in subsidiaries to the extent that they probably will not reverse in the foreseeable future. Deferred tax An impairment loss in respect of goodwill is not is measured at the tax rates that are expected to be reversed. In respect of other assets, impairment losses applied to the temporary differences when they recognised in prior periods are assessed at each reverse, based on the laws that have been enacted reporting date for any indications that the loss has or substantively enacted by the reporting date. decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates A deferred tax asset is recognised to the extent that it used to determine the recoverable amount. An is probable that future taxable profits will be available impairment loss is reversed only to the extent that the against which the temporary difference can be utilised. asset’s carrying amount does not exceed the carrying Deferred tax assets are reviewed at each reporting amount that would have been determined, net of date and are reduced to the extent that it is no longer depreciation or amortisation, if no impairment loss probable that the related tax benefit will be realised. had been recognised. Additional income taxes that arise from the distribution D.2.2.2 Financial assets of dividends are recognised at the same time as the A financial asset is considered to be impaired if objective liability to pay the related dividend is recognised. evidence indicates that one or more events have had a negative effect on the estimated future cash flows of D.3 Trade and other receivables that asset. Trade and other receivables are recognised initially at fair value and subsequently measured at amortised cost An impairment loss in respect of a financial asset using the effective interest method, less an allowance measured at amortised cost is calculated as the for any uncollectible amounts. They are included in difference between its carrying amount, and the current assets, except those maturing more than present value of the estimated future cash flows 12 months after the balance sheet date which are discounted at the original effective interest rate. classified as non‑current assets. An impairment loss in respect of an available‑for‑sale financial asset is calculated by reference to its current Collectability of trade receivables is reviewed on an fair value. ongoing basis. Trade receivables and other receivables are derecognised when the rights to receive cash flows Individually significant financial assets are tested for from the customers have expired or have been received. impairment on an individual basis. The remaining An allowance for doubtful debts is raised when there is financial assets are assessed collectively in groups objective evidence that the Group will not be able to that share similar credit risk characteristics. collect the debt. All impairment losses are recognised in the profit The carrying amount of receivables is reduced through and loss. Any cumulative loss in respect of an the use of an allowance account. When a receivable available‑for‑sale financial asset recognised previously is uncollectible, it is written off against the allowance in equity is transferred to the profit and loss. For personal use only use personal For account. Subsequent recoveries of amounts previously An impairment loss is reversed if the reversal can be written off are credited to the profit and loss. Changes related objectively to an event occurring after the in the carrying amount of the allowance account are impairment loss was recognised. For financial assets recognised in the profit and loss. measured at amortised cost and available‑for‑sale financial assets that are debt securities, the reversal is D.4 Intangible assets D.4.1 Goodwill recognised in the profit and loss. For available‑for‑sale Goodwill represents the excess of the cost of the financial assets that are equity securities, the reversal acquisition over the Group’s interest in the net fair is recognised directly in equity. value of the identifiable assets, liabilities and contingent liabilities of the acquiree. Goodwill is measured at cost less accumulated impairment losses. Miclyn Express Offshore Limited Appendix to Prospectus 9

Goodwill is tested annually for impairment, as well as When parts of an item of property, plant and equipment when there is any indication that the goodwill may be have different useful lives, they are accounted for as impaired. For the purpose of impairment testing of separate items (major components) of property, plant goodwill, goodwill is allocated to each of the Group’s and equipment. cash-generating units expected to benefit from D.7.2 Subsequent costs synergies arising from the business combination. The consolidated entity recognises in the carrying An impairment loss is recognised when the carrying amount of an item of property, plant and equipment the amount of a cash-generating unit, including the cost of replacing part of such an item when that cost goodwill, exceeds the recoverable amount. Recoverable is incurred if it is probable that the future economic amount is the higher of the cash-generating unit’s fair benefits embodied within the item will flow to the value less cost to sell and value in use. The total consolidated entity and its cost can be measured impairment loss is allocated first to reduce the carrying reliably. The costs of the day‑to‑day servicing of amount of goodwill allocated to the cash-generating property, plant and equipment are recognised in unit and then to the other assets of the cash-generating the profit and loss as an expense as incurred. unit pro rata on the basis of the carrying amount of each asset. Impairment loss on goodwill is recognised D.7.3 Depreciation in the profit and loss statement and is not reversed in a Depreciation is recognised in the profit and loss on a subsequent period. straight‑line basis over the estimated useful lives of each part of an item of property, plant and equipment Gains and losses on the disposal of the subsidiaries and after allowing for residual values estimated by the joint ventures include the carrying amount of goodwill Directors. Leased assets are depreciated over the relating to the entity sold. shorter of the lease term and their useful lives. Land D.4.2 contractual customer relations and vessels under construction are not depreciated. Contractual customer relationships acquired in a The following useful lives are used in the calculation business combination are identified and recognised of depreciation: separately from goodwill where they satisfy the definition of an intangible asset or liability and their Leasehold land Over the remaining lease fair values can be measured reliably. period of 38 years Building 20 years The intangible asset or liability is amortised or Marine vessels 20 to 25 years discharged to the profit and loss, respectively, on a Plant and machinery 5 years straight line basis over the remaining life of the contract. Office equipment 3 to 5 years D.5 Inventories Furniture and fittings 3 years Vessel supplies and spare parts are measured at Motor vehicles 10 years the lower of cost and net realisable value. Cost is Depreciation methods, useful lives and residual values determined on a weighted average basis. are reassessed at the reporting date. Estimates in respect of the useful life and residual value of certain D.6 Trade and other payables items of marine vessels were revised effective 1 July Trade payables and other payables are initially 2007 for annual financial reporting purposes. The pro measured at fair value, net of transaction costs, and forma Historical Financial Information assumes that are subsequently measured at amortised cost, using the revised estimated useful lives were applicable the effective interest method, with interest expense from 1 July 2006 which was the beginning of the recognised on an effective yield basis. They represent comparative financial year. unsecured liabilities for goods and services provided to the Group prior to the end of the financial year that are Vessels are subject to major overhauls at regular unpaid and arise when the Group becomes obliged to intervals. The associated dry‑docking costs are make future payments in respect of the purchase of capitalised when incurred and are amortised over a these goods and services. period of two‑and‑a‑half or five years, representing the survey cycle. D.7 Property, plant and equipment D.7.1 recognition and measurement On disposal of an item of property, plant and Items of property, plant and equipment are initially equipment, the difference between the net disposal recognised at cost and subsequently carried at cost proceeds and its carrying amount is taken to the profit less accumulated depreciation and any accumulated and loss statement. impairment losses. Fully depreciated assets still in use are retained in the Cost includes expenditure that is directly attributable financial statements.

to the acquisition of the asset, including the cost of D.7.4 Leased assets For personal use only use personal For materials and direct labour, any other costs directly Leases under the terms of which the Group assumes attributable to bringing the asset to a working condition substantially all the risks and rewards of ownership are for its intended use, and the costs of dismantling and classified as finance leases. Upon initial recognition removing the items and restoring the site on which they the leased asset is measured at an amount equal to are located. Purchased software that is integral to the the lower of its fair value and the present value of the functionality of the related equipment is capitalised as minimum lease payments. Subsequent to initial part of that equipment. recognition, the asset is accounted for in accordance with the accounting policy applicable to that asset. Other leases are operating leases and are not recognised on the Group’s balance sheet. D Notes to the Pro Forma Historical Financial Information continued 10

D.8 Non-current assets held for sale Employee entitlements to annual leave are recognised Non‑current assets are classified as assets held for sale when they accrue to employees. A provision is made and carried at the lower of carrying amount and fair for the estimated liability for annual leave as a result value less costs to sell if the carrying amount is of services rendered by employees up to the balance recovered principally through a sale transaction rather sheet date. than through continuing use. Any impairment loss on D.13 Lease payments initial classification and subsequent measurement is Payments made under operating leases are recognised recognised in the consolidated profit and loss statement. in the profit and loss on a straight‑line basis over the Subsequent increases in fair value less costs to sell (not term of the lease. Lease incentives received are exceeding the accumulated impairment loss that has recognised as an integral part of the total lease been previously recognised) are recognised in the expense, over the term of the lease. consolidated profit and loss statement. Minimum lease payments made under finance leases D.9 Provisions are apportioned between the finance expense and A provision is recognised if, as a result of a past event, the reduction of the outstanding liability. The finance the Group has a present legal or constructive obligation expense is allocated to each period during the lease that can be estimated reliably, and it is probable that an term so as to produce a constant periodic rate of interest outflow of economic benefits will be required to settle on the remaining balance of the liability. Contingent the obligation. Provisions are determined by discounting lease payments are accounted for by revising the the expected future cash flows at a pre‑tax rate that minimum lease payments over the remaining term reflects current market assessments of the time value of the lease when the lease adjustment is confirmed. of money and the risks specific to the liability. D.14 Net finance costs D.10 Share capital Net finance costs represent finance income less D.10.1 ordinary shares finance expenses. Incremental costs directly attributable to issue of ordinary shares and share options are recognised as Finance income comprises interest income on funds a deduction from equity, net of any related income invested and gains on hedging instruments that are tax benefit. recognised in the profit and loss. Interest income is recognised in the profit and loss as it accrues, using D.10.2 Dividends the effective interest method. Dividends are recognised as a liability in the period in which they are declared. Finance expenses comprise interest expense on borrowings, unwinding of the discount on provisions, D.11 Revenue losses on hedging instruments that are recognised in D.11.1 revenue recognition the profit and loss, and the finance expense component Revenue is measured at the fair value of the of finance lease payments. All borrowing costs are consideration received or receivable for the sale of recognised in the profit and loss using the effective goods and rendering of services in the ordinary course interest method except when they are directly of the Group’s activities, net of goods and services tax, attributable to the acquisition, construction or rebates and discounts, where applicable and after production of a qualifying asset (an asset that eliminating sales within the Group. necessarily takes a substantial period to prepare for its intended use or sale). When this is the case, D.11.1.1 Charter hire income they are capitalised as part of the cost of that asset. Charter hire income is recognised in the period of hire of vessels, on a time proportion basis over the term of D.15 Segment reporting the contract. Deferred revenue is recorded when An operating segment is a component of an entity: payments are received in advance for the Group’s (a) That engages in business activities from which it services. Revenue is recognised as the related service may earn revenues and incur expenses (including is rendered. revenues and expenses relating to transactions D.11.1.2 Rendering of services with other components of the same entity); Revenue from ship repair services is recognised in the (b) Whose operating results are regularly reviewed by profit and loss over the period in which the services are the entity’s chief operating decision maker to make rendered, by reference to completion of the specific decisions about resources to be allocated to the transaction assessed on the basis of the actual service segment and assess its performance; and provided as a proportion of the total services to (c) For which discrete financial information is available. be performed. An operating segment may engage in business

D.11.1.3only use personal For Mobilisation/demobilisation income activities for which it has yet to earn revenues, for Mobilisation and demobilisation income is recognised example, start‑up operations may be operating upon delivery of services based on amount invoiced. segments before earning revenues. D.12 Employee benefits The Group’s contribution to defined contribution plans including state managed retirement benefit schemes are recognised as employee compensation expenses when they are due. Miclyn Express Offshore Limited Appendix to Prospectus 11

D.16 Receivables Trade and other receivables Pro forma Pro forma consolidated consolidated balance sheet balance sheet As at 31 December 2009 US$m A$m

Trade receivables

– Third parties 24.1 27.0

– Related companies 0.3 0.3

24.4 27.3

Other receivables

Prepayment 1.1 1.2

Deposits 1.1 1.3

Others 4.7 5.2

6.9 7.7

Total 31.3 35.0

D.17 Other current assets Inventories Pro forma Pro forma consolidated consolidated balance sheet balance sheet As at 31 December 2009 US$m A$m

Current

Raw materials 1.1 1.3

Vessel supplies and spare parts 3.0 3.3

Total 4.1 4.6 For personal use only use personal For D Notes to the Pro Forma Historical Financial Information continued 12

D.18 Property, plant and equipment Property, plant and equipment Pro forma Pro forma consolidated consolidated balance sheet balance sheet As at 31 December 2009 US$m A$m

Leasehold land and building at cost 6.7 7.5

Accumulated depreciation (0.8) (0.9)

5.9 6.6

Vessels at cost 273.8 306.7

Accumulated depreciation (38.7) (43.4)

235.1 263.3

Plant and machinery 6.0 6.7

Accumulated depreciation (2.4) (2.6)

3.6 4.1

Dry docking 4.9 5.5

Accumulated depreciation (2.2) (2.5)

2.7 3.0

Others 2.5 2.8

Accumulated depreciation (0.9) (1.0)

1.6 1.8

Vessels under construction 47.2 52.8

Total 296.1 331.6

Note: 1 Others comprise leasehold improvements, office equipment, furniture and fittings and motor vehicles. D.19 Trade and other payables Trade and other payables Pro forma Pro forma consolidated consolidated balance sheet balance sheet As at 31 December 2009 US$m A$m

Trade payables

– Outside parties 10.3 11.5

– Other shareholders of joint ventures 0.5 0.6

10.8 12.1

Accrued and other payables 9.7 10.9

Total 20.5 23.0 For personal use only use personal For Miclyn Express Offshore Limited Appendix to Prospectus 13

D.20 Loans and borrowings Loans and borrowings Pro forma Pro forma consolidated consolidated balance sheet balance sheet As at 31 December 2009 US$m A$m

Current

Secured loans and borrowings 5.2 5.8

Total 5.2 5.8

Non‑current

Secured loans and borrowings 132.5 148.3

Total 132.5 148.3

Total loans and borrowings 137.7 154.1

Note: 1 For details of security, term and maturity of major finance facilities, refer to Section 8.6.2 and Section 13.5.7 of the Prospectus. D.21 Commitments Commitments Pro forma Pro forma consolidated consolidated balance sheet balance sheet As at 31 December 2009 US$m A$m

Capital expenditure commitments

Capital expenditure contracted for a balance date but not provided for and payable:

Within one year 13.5 15.1

13.5 15.1

Operating lease commitments

Minimum lease payments under operating leases recognised as an expense in the year 0.6 0.7

Other commitments

The Group as a lessee

Outstanding commitments under non‑cancellable operating leases as at balance sheet date:

Within one year 0.9 1.0

In the second to fifth years inclusive 0.5 0.6

1.4 1.6

The Group as a lessor

Outstanding commitments under non‑cancellable operating leases as at balance sheet date:

Within one year 70.1 78.5

In the second to fifth years inclusive 79.5 89.0

For personal use only use personal For 149.6 167.5 D Notes to the Pro Forma Historical Financial Information continued 14

D.22 Shareholders equity Shareholders equity Pro forma Pro forma consolidated consolidated balance sheet balance sheet As at 31 December 2009 US$m A$m

Share capital

271.7 million ordinary shares, fully paid1 173.4 194.2

Other equity reserves (45.0) (50.4)

Hedging reserve – –

Translation reserve (0.1) (0.1)

Accumulated profits 92.5 103.6

Minority interest 0.7 0.8

Total equity 221.5 248.1

Note: 1 The number of shares is based on the mid‑point of the Indicative Price Range and does not include the estimated number of shares which will be issued to the Samson Maritime Vendors. The total number of Shares at Listing has been calculated based on A$562.9 million being raised and the mid-point of the Indicative Price Range of A$2.07. On 24 February 2011 as part of the consideration for Miclyn Express Offshore’s 50.0% investment in Samson Maritime an additional 2.7 million Shares will be issued, based on A$5.5 million of the total consideration being settled in Shares at the mid-point of the Indicative Price Range of A$2.07 This issue will not change the recorded amount of share capital as the consideration will be treated as equity at the date of the transaction in accordance with applicable accounting standards. Further detail on the acquisition of Samson Maritime is included in Section 13.5.4. D.23 Contingent liabilities The Group is involved in various legal proceedings arising out of the normal course of business. The Directors believe that the outcome of these proceedings will not have a material impact on the Group’s financial position

or results of operations. For personal use only use personal For Miclyn Express Offshore Limited Appendix to Prospectus 15

Derivation of Pro Forma Historical Financial Information E

As detailed in the tables below, pro forma adjustments Therefore the Directors do not believe the structure, that the Directors considered appropriate to reflect the gearing and tax profile that applied historically are formation of Miclyn Express Offshore Group have been relevant to potential investors’ assessment of the made to the audited consolidated financial statements underlying performance of the Group after completion for Miclyn Offshore Group for FY2007 and for MEO of the Offer. As a consequence, the actual net finance Finance Group for FY2008, FY2009 and the reviewed costs and income tax expense incurred by these consolidated financial statements for MEO Finance businesses are not representative of what the net Group for 1H FY2010, so that the pro forma Historical finance costs and income tax expense would have been Financial Information for FY2007, FY2008, FY2009 and had the Group operated under the new structure which 1H FY2010 is presented on a basis that is largely will be in place after completion of the Offer. Listed consistent with and reflects the structure of the Group entity costs have not been adjusted for in the derivation that will exist upon completion of the Offer. of historical consolidated statements of EBIT. The financial statements of Miclyn Offshore Group and Due to this, the financial results for Miclyn Offshore MEO Finance Group have been prepared in accordance Group and MEO Finance Group for FY2007, FY2008, with Singapore Financial Reporting Standards and its FY2009 and 1H FY2010 have been presented to EBIT. related interpretations for FY2007, FY2008, FY2009 and Note E.1 of the Appendix summarises the adjustments 1H FY2010. No material adjustments were required to that have been made to EBIT in deriving the pro forma reflect the pro forma Historical Financial Information Historical Financial Information. of the business in accordance with IFRS. Prior to the Company’s intended IPO on or about the date of this Appendix, 2 March 2010, the Miclyn Express Offshore Businesses will have operated under a different corporate structure with different gearing and tax profiles to those proposed for the Group after

completion of the Offer. For personal use only use personal For E Derivation of Pro Forma Historical Financial Information continued 16

E.1 Derivation of pro forma historical consolidated EBIT US$ MILLION Pro Forma FY2007 FY2008 FY2009 1H FY2010

Unadjusted statutory EBIT

Miclyn 28.9 – – –

MEO Finance – 33.0 39.2 20.9

Pro forma adjustments

Inclusion of Acquired Businesses1 4.2 1.62 – –

Depreciation on fair value uplift of vessels (0.8) (0.3) – –

Unwinding of provision for customer contracts 0.6 0.4 – –

Alignment of accounting policies 2.4 – – –

Reversal of held for sale treatment – – (0.2) 0.2

Normalisation adjustments

Transaction costs from restructure – 8.7 – –

Head office rationalisation and relocation expenses 0.3 0.7 0.4 –

Costs related to previous bank facilities – 0.7 1.7 –

Reversal of gain on disposal of vessel – (0.2) – –

Costs and lost revenue associated with impounded vessels – 1.2 – –

Settlement of crewing disputes – – 0.2 –

Offer costs – – – 0.7

Pro forma adjusted EBIT 35.6 45.8 41.3 21.8

Notes: 1 Inclusion of Acquired Business does not include the acquired interest in Samson Maritime.

2 Adjustment reflects the period before the acquisition of the Acquired Businesses being 1 July 2007 to 23 November 2007. For personal use only use personal For Miclyn Express Offshore Limited Appendix to Prospectus 17

E.1.1 adjustments Reversal of held for sale treatment The principal pro forma adjustments relate to the • In 1H FY2010 a vessel was transferred out of ‘held inclusion of the pro forma normalised pre‑acquisition for sale’ after uncertainty arose around its planned results of operations and cash flows of the Acquired disposal resulting in an adjustment to depreciation. Businesses in FY2007 and FY2008 for the period prior For the purposes of the pro forma Historical to the acquisition. Financial Information the portion of the depreciation expense which relates to FY2009 has been In addition, during the period subsequent to the allocated to that period. acquisition of the Acquired Businesses, management commenced a detailed review to align the accounting E.1.1.2 Normalisation adjustments practices of the Miclyn Express Offshore Businesses. The normalisation adjustments reflected in the As a result, the estimated useful lives of certain plant pro forma Historical Financial Information for FY2007, and equipment, including fleet vessels, were reviewed. FY2008, FY2009 and 1H FY2010 are as follows: The estimated financial impact of the change in Transaction costs from restructure accounting estimate has been reflected in the pro forma • Reversal of one-off transaction costs arising on Historical Financial Information from 1 July 2006. the acquisition of the Acquired Businesses and The principal normalisation adjustments relate to subsequent restructure. the exclusion of transaction costs arising from the acquisition of the Acquired Businesses and subsequent Head office rationalisation and relocation expenses restructure (including head office rationalisation and • Prior to the acquisition of the Acquired Businesses relocation and other non‑recurring items), reversal of the Miclyn Express Offshore Businesses operated gain on disposal of a vessel (Express 7), offer costs independently, each with its own head office and and other miscellaneous items. management team. Following the acquisition of the Acquired Businesses, a new head office was E.1.1.1 Pro forma adjustments established which resulted in MEO Finance Inclusion of acquired businesses incurring significant relocation costs and staff • The pro forma adjustment reflects the inclusion of recruitment expenses in both FY2008 and FY2009. the pro forma Historical Financial Information of the These costs have been added back on the basis Acquired Businesses (FY2007 pro forma adjustment they are non‑recurring in nature. audited; FY2008 pro forma adjustment unaudited), as if those businesses had been part of the Group Costs related to previous bank facilities from 1 July 2006. • Adjustments have also been made for expenses relating to external loan termination fees, legal and Depreciation on fair value uplift of vessels professional fees and other one‑off costs arising • As part of the acquisition of the Acquired from the acquisition of the Acquired Businesses Businesses, the vessels acquired were recorded and associated restructure which are non‑recurring at fair value. Adjustments have been made to in nature. reflect the impact of this fair value adjustment on depreciation in the pre‑acquisition period, as Reversal of gain on disposal of vessel though the acquisition had been completed on • A vessel (Express 7) was lost to the business during 1 July 2006. a typhoon in FY2008. The adjustment removes the gain realised when the vessel was salvaged and Unwinding of provision for customer contracts sold, net of insurance proceeds received. • As part of the acquisition of the Acquired Businesses, a provision was recorded against Costs and lost revenue associated with impounded some existing long term contracts considered vessels to be below market rates. Adjustments have been • Fines, legal and consultation costs incurred by made to reflect the unwinding of this provision MEO Finance Group to resolve the issue of vessels in the pre‑acquisition period, as though the impounded in Indonesia have been added back as acquisition had been completed on 1 July 2006. they are non‑recurring in nature. In addition, the EBIT forgone whilst the vessels were detained but Alignment of accounting policies still under contract with third party customers has • Following the acquisition of the Acquired been added back. Businesses the Directors conducted a review to align the accounting policies of the Miclyn Express Settlement of crewing disputes Offshore Businesses. This resulted in an adjustment • Provision for the settlement of a dispute originating to the residual value and useful lives of the Acquired in FY2005 between EOT and Indonesian Seamen Businesses’ vessels. Adjustments have been made in relation to severance payments has been added

to reflect the impact of the revised residual value back as it is considered non‑recurring in nature. For personal use only use personal For and useful lives in the pre‑acquisition period, as Offer costs though the acquisition had been completed on • Transaction costs related to the Offer incurred 1 July 2006. by MEO Finance Group during the 1H FY2010 are considered non‑recurring. E Derivation of Pro Forma Historical Financial Information continued 18

E.2 Derivation of pro forma historical consolidated balance sheet Statutory Pro forma Pro forma 31 Dec 2009 US$m Adjustments3,4 31 Dec 2009 US$m 31 Dec 2009 A$m1

Current assets Cash and cash equivalents 26.4 (15.5) 10.9 12.2 Trade receivables 23.6 0.8 24.4 27.3 Other receivables and prepayments 6.3 0.6 6.9 7.7 Inventories 4.1 – 4.1 4.6 Vessels held for sale – – – – Total current assets 60.4 (14.1) 46.3 51.8 Non‑current assets Property, plant and equipment 284.0 12.1 296.1 331.6 Other assets 0.1 – 0.1 0.1 Goodwill 32.8 13.3 46.1 51.7 Total non‑current assets 316.9 25.4 342.3 383.4 TOTAL ASSETS 377.3 11.3 388.6 435.2 Current liabilities Trade and other payables 20.3 0.2 20.5 23.0 Current tax payable 5.1 0.1 5.2 5.9 Loan and borrowings2 266.5 (261.3) 5.2 5.8 Other liabilities 7.5 (6.1) 1.4 1.5 Total current liabilities 299.4 (267.1) 32.3 36.2 Non‑current liabilities Loan and borrowings 4.4 128.1 132.5 148.3 Other non‑current liabilities 2.3 – 2.3 2.6 Total non‑current liabilities 6.7 128.1 134.8 150.9 TOTAL LIABILITIES 306.1 (139.0) 167.1 187.1 NET ASSETS 71.2 150.3 221.5 248.1 Shareholders’ equity Share capital 2.1 171.3 173.4 194.2 Other equity reserves (34.4) (10.6) (45.0) (50.4) Hedging reserves 2.3 (2.3) – – Translation reserve (0.1) – (0.1) (0.1) Accumulated profits 100.6 (8.1) 92.5 103.6 Minority interests 0.7 – 0.7 0.8 TOTAL EQUITY 71.2 150.3 221.5 248.1

Notes: 1 US dollar pro forma Historical Financial Information has been translated into Australian dollar at the spot exchange rate as at 31 December 2009 being US$0.893:A$1.00. 2 only use personal For As at 31 December 2009, certain non‑financial events of default existed in relation to the Group’s current debt facilities which are being retired as part of the proposed Offer. In accordance with IFRS 1, the existence of the technical events of default at the balance sheet date requires the Group to classify all its interest bearing liabilities under the debt facilities as current liabilities in its statutory accounts. The pro forma balance sheet reflects the terms and repayment profile of the new debt facilities that will be in place with effect from the date of Listing. 3 The Samson Maritime acquisition adjustments included in the adjustments column have been based on its unaudited 30 November 2009 balance sheet as adjusted for preliminary purchase price allocation adjustments. 4 The proportional consolidation of Samson Maritime included in the pro forma consolidated balance sheet as at 31 December 2009 is based on a preliminary assessment of the purchase price allocation for the purposes of this Prospectus. Following the completion of the transaction the purchase price accounting will be revisited in full. To the extent that there is any change in the purchase price allocation, including for the fair value of vessels or recognition of identifiable intangible assets at the time of acquisition, this may result in a change to the goodwill recorded. In addition, an analysis will be performed of the pre‑existing relationship from bare boat charter arrangements with MEO, which may result in a fair value gain/loss being recognised in profit and loss. Miclyn Express Offshore Limited Appendix to Prospectus 19

The pro forma consolidated balance sheet has been • As part of the reorganisation of the capital structure extracted from the reviewed financial statements for of Miclyn Express Offshore prior to the IPO, a 1H FY2010 and adjusted to reflect the impact of the dividend will be paid to the holders of Existing Offer, including the associated restructure and Shares. This dividend will be sized such that after refinancing, and the investment in Samson Maritime Settlement the total consolidated cash balance of as if they had occurred as at 31 December 2009. The the Group excluding any contribution from Samson adjustments made reflect the following assumptions: Maritime will be approximately US$10.0 million. For the purposes of preparing the pro forma • The total value of Shares issued on completion balance sheet, a dividend of US$5.8 million of the IPO is US$502.6 million (A$562.9 million) has been assumed; (based on the mid‑point of the Indicative Price Range, using the historical foreign exchange rate • Outstanding receivables of US$1.4 million and as at 31 December 2009 of US$0.893:A$1.00); payables balances of US$8.7 million between MEO Finance Group and MEO Holdings are settled; • The Company acquires MEO Finance on Settlement for an estimated purchase price • An amount of US$3.3 million has been agreed to of US$329.5 million; be paid by MEO Finance to Ray Rider in relation to the prior restructure and business combination • The Company acquires a 50.0% interest in Samson in which MEO Finance acquired the Acquired Maritime following Settlement for a total cash cost Businesses in FY2008; and of US$15.6 million (A$17.5 million) and a deferred issue of Shares to the Samson Vendors worth • The Company will bear a total of US$6.7 million US$5.0 million (A$5.5 million); in Offer Costs out of a total pool of US$17.0 million in relation to the issue of new Shares. The equity • Existing financing facilities borrowings of raised from the issue of new Shares will be used US$263.8 million are repaid along with any interest to repay existing facilities, settle the consideration accrued at Settlement and outstanding interest rate for the acquisition of the 50% interest in Samson swaps are settled. As at 31 December 2009 these Maritime and pay transaction costs associated with interest rates swaps had a value of US$7.0 million. the Offer. The remaining Offer Costs will be borne • Capitalised borrowing costs of US$4.6 million are directly by the Existing Shareholders, Diederik written‑off as part of the repayment of existing de Boer and Darren Ang, as a cost related to the financing facilities; Company purchasing their Existing Shares and • New bank facilities of US$120.0 million are drawn; other costs associated with the Listing. The costs borne by the Company are capitalised against

contributed equity. For personal use only use personal For

Note: Certain of the assumptions used in the preparation of the pro forma consolidated balance sheet differ from those used in the key offer statistics and elsewhere in the Prospectus for the reasons referred to in Table 3.1. 20

Miclyn Express Offshore Fleet List F

Table F.1: Group OSV fleet Engine capacity Month/year (brake horse Name of vessel Year built acquired Flag state power (‘BHP’))

AHT/AHTS vessels

M.V. ‘Miclyn Moon’ 1974 Dec‑95 Singapore 5,600

M.V. ‘Miclyn Power’ 1998 Aug‑99 Singapore 4,000

M.V. ‘Miclyn Orion’ 2006 Aug‑07 Singapore 3,800

M.V. ‘Miclyn Opal’ 2008 Sep‑08 Singapore 3,200

M.V. ‘Miclyn Onyx’ 2008 Dec‑08 Singapore 3,200

M.V. ‘Miclyn Venture’ 2008 Jun‑09 Singapore 5,000

M.V. ‘Miclyn Victory’ 2008 Jun‑09 Singapore 5,000

M.V. ‘Miclyn Might’ 2005 Mar‑06 Singapore 7,000

Specialised vessels

M.V. ‘Veritas Voyager’1 2004 Jun‑06 Singapore 4,200

M.V. ‘Miclyn Endurance’ 2007 Feb‑08 Singapore 5,200

M.V. ‘Miclyn Enterprise’ 2007 Nov‑07 Singapore 5,200

M.V. ‘Miclyn Energy’ 2008 Jan‑09 Singapore 5,200

M.V. ‘Fugro Solstice’2 2007 Apr‑08 Singapore 5,200

Straight supply and utility vessels

M.V. ‘Miclyn Glory’ 2003 Aug‑04 Singapore 2,400

M.V. ‘Miclyn Grace’ 2007 Feb‑09 Singapore 3,200

M.V. ‘Miclyn Grand’ 2007 Feb‑09 Singapore 3,200

Tugs

M.V. ‘Miclyn Legend’ 2003 Oct‑04 Singapore 2,060

M.V. ‘Miclyn Bay’ 2003 Oct‑05 Singapore 2,800 For personal use only use personal For M.V. ‘Miclyn Ruby’ 2006 Nov‑06 Singapore 3,200

M.V. ‘Miclyn Amber’ 2007 Jan‑08 Singapore 3,200

M.V. ‘Miclyn Jade’ 2007 Aug‑09 Singapore 3,200

M.V. ‘Miclyn Pearl’ 2007 Aug‑09 Singapore 3,200

Notes: 1 Converted into a seismic survey vessel in 2006. 2 Delivered by a third party shipyard in April 2008, underwent a conversion in the Shipyard and was redelivered in February 2009. Miclyn Express Offshore Limited Appendix to Prospectus 21

Table F.2: OSVs for delivery by 31 December 2010 Name of vessel Expected delivery date

Accommodation Work Barge

M.V. ‘Miclyn Constructor I’ Mar‑10

M.V. ‘Miclyn Constructor II’ Aug‑10

Table F.3: Group Crew/Utility Vessel fleet Engine Year/ month capacity Name of vessel Year built acquired Flag state Length (m) (BHP)

Fully Owned Vessels Express 2 2004 Sep‑05 Panama 68 2 x 570 Express 3 2004 Sep‑05 Panama 68 2 x 570 Express 4 2005 Sep‑05 UAE 68 2 x 570 Express 8 1992 Sep‑05 Panama 85 2 x 1,100 Express 10 1990 Sep‑05 Panama 85 2 x 510 Express 14 1991 Sep‑05 Panama 85 2 x 510 Express 15 1991 Sep‑05 Panama 85 2 x 510 Express 16 1991 Sep‑05 Panama 85 2 x 510 Express 17 1990 Sep‑05 Panama 85 2 x 650 Express 18 2009 Jan‑09 UAE 55 2 x 500 Express 19 2009 Apr‑09 UAE 75 2 x 700 Express 20 2002 Sep‑05 Panama 100 3 x 925 Express 21 2002 Sep‑05 Panama 100 3 x 925 Express 22 1993 Sep‑05 Panama 100 3 x 650 Express 23 1990 Sep‑05 Panama 110 4 x 510 Express 24 1997 Sep‑05 Panama 110 4 x 600 Express 25 1997 Sep‑05 Panama 110 4 x 600 Express 26 2001 Sep‑05 Panama 110 4 x 700 Express 28 2002 Sep‑05 Indonesia 110 3 x 1,300 Express 29 1983 Sep‑05 Panama 110 4 x 510 Express 30 1984 Sep‑05 Malaysia 110 4 x 510 Express 31 1984 Sep‑05 Panama 110 4 x 510 Express 32 1985 Sep‑05 Panama 110 4 x 510 Express 33 1982 Sep‑05 Panama 110 4 x 510 Express 34 1990 Sep‑05 Panama 110 3 x 510 Express 35 1991 Sep‑05 Panama 110 3 x 510

Express 36 1999 Sep‑05 Panama 112 3 x 850 For personal use only use personal For Express 50 1989 Sep‑05 Panama 120 4 x 510 Express 51 1988 Sep‑05 Panama 120 4 x 510 Express 52 1991 Sep‑05 Panama 120 4 x 520 Express 53 1990 Sep‑05 Panama 120 4 x 650 Express 54 1997 Sep‑05 Panama 120 4 x 1,000 Express 55 1993 Sep‑05 Panama 135 4 x 1,100 Express 56 2007 Feb‑07 Panama 135 3 x 1,350 F Miclyn Express Offshore Fleet List continued 22

Engine Year/ month capacity Name of vessel Year built acquired Flag state Length (m) (BHP)

Express 57 2007 Feb‑07 Panama 135 3 x 1,350 Express 58 2007 Nov‑07 Panama 120 3 x 1,350 Express 59 2007 Dec‑07 Panama 120 3 x 1,350 Express 60 2008 Jul‑08 Panama 120 3 x 1,350 Express 61 2009 Sep‑08 Panama 118 3 x 1,350 Vessels in which Miclyn Express Offshore has a 50% ownership interest Mahakam Express 1 2003 Sep‑05 Panama 35 2 x 315 Uni Express 1 1991 Sep‑05 Thailand 135 4 x 1,100 Uni Express 2 2002 Sep‑05 Thailand 100 3 x 925 Uni Express 3 1981 Sep‑05 Thailand 110 3 x 510 Uni Express 4 1991 Sep‑05 Thailand 130 4 x 650 Uni Express 5 1981 Sep‑05 Thailand 110 3 x 510 Uni Express 6 1981 Sep‑05 Thailand 110 3 x 510 Uni Express 7 1981 Sep‑05 Thailand 110 3 x 510 Uni Express 8 2004 Sep‑05 Thailand 112 3 x 925 Uni Express 9 2008 Sep‑08 Thailand 207 3 x 1,350 Uni Express 10 2008 Sep‑08 Thailand 207 3 x 1,350 Uni Express 11 2009 Dec‑08 Thailand 120 3 x 1,350 Uni Express 12 2009 Dec‑08 Thailand 120 3 x 1,350 Uni Express 13 2009 Mar‑09 Thailand 120 3 x 1,350 Uni Express 14 2009 Apr‑09 Thailand 120 3 x 1,300 Uni Express 15 2009 Oct‑09 Thailand 120 3 x 1,350 Uni Express 16 2009 Oct‑09 Thailand 120 3 x 1,350 Uni Express 17 2009 Dec‑09 Thailand 120 3 x 1,350 Vessels on long term bareboat charter X‑press 11 2002 Sep‑05 UAE 60 2 x 430 X‑press 52 1985 Sep‑05 UAE 85 2 x 510 X‑press 62 1989 Sep‑05 UAE 85 3 x 510 X‑press 273 1987 Sep‑05 UAE 110 4 x 510

Notes: 1 Expires April 2012 with an option to renew for two years, subject to a notice period of six months prior to expiry of the original term and at rates to be agreed. 2 Expires May 2010 with customer’s option to renew for two one‑year periods and at pre‑agreed rates. 3 Expires April 2013. Table F.4: Crew/Utility Vessels for delivery by 31 December 2010 Engine Expected capacity Nameonly use personal For of vessel delivery date Length (m) (BHP)

Uni Express 18 Dec‑10 40 2,489 Miclyn Express Offshore Limited Appendix to Prospectus 23

Table F.5: Group Barge fleet Approx. dwt Month/year (metric Name of Vessel Year Built Acquired Flag State Dimensions (m) tonnes)

Miclyn 131 2000 Jan‑01 Singapore 42.00 x 17.05 x 3.05 1,359

Miclyn 181 2005 Mar‑06 Singapore 52.67 x 18.29 x 3.66 2,615

Miclyn 230 2005 Apr‑06 Singapore 67.30 x 19.51 x 4.27 3,500

Miclyn 2510 2008 Aug‑08 Singapore 73.15 x 24.38 x 4.88 5,145

Miclyn 253 2006 Nov‑06 Singapore 73.18 x 24.38 x 4.88 4,886

Miclyn 255 2006 Nov‑06 Singapore 73.18 x 24.38 x 4.88 4,886

Miclyn 256 2006 Oct‑06 Singapore 73.18 x 24.38 x 4.88 4,886

Miclyn 257 2006 Feb‑07 Singapore 73.15 x 24.38 x 4.88 5,174

Miclyn 258 2007 May‑08 Singapore 73.19 x 24.38 x 4.88 5,397

Miclyn 259 2007 May‑08 Singapore 73.19 x 24.38 x 4.88 5,397

Miclyn 283 2005 Mar‑06 Singapore 81.96 x 27.43 x 5.50 7,785

Miclyn 285 2005 Feb‑06 Singapore 81.96 x 27.43 x 5.50 7,785

Miclyn 286 2005 Feb‑06 Singapore 81.96 x 27.43 x 5.50 7,785

Miclyn 287 2006 Nov‑06 Singapore 81.95 x 27.43 x 5.50 7,761

Miclyn 288 2006 Feb‑07 Singapore 82.57 x 27.43 x 5.49 7,693

Miclyn 301 2006 Jan‑07 Singapore 87.81 x 27.43 x 6.10 8,935

Miclyn 303 2006 Jan‑07 Singapore 87.81 x 27.43 x 6.10 8,935

Miclyn 305 2007 Jul‑07 Singapore 87.81 x 27.43 x 6.10 9,453

Miclyn 3316 2006 Mar‑07 Singapore 96.56x 30.48 x 6.10 11,452

Miclyn 3317 2007 Sep‑07 Singapore 96.56 x 30.48 x 6.10 11,578

Miclyn 3318 2007 Aug-07 Singapore 96.56 x 30.48 x 6.10 11,578

The table below summarises the ‘in house’ vessels currently being constructed at the Shipyard: Table F.6: ‘In house’ vessels currently being constructed at the Shipyard Expected Vessel name Vessel type BHP Dimensions delivery date

Miclyn Magellan AHT 8,200 52m x 15m x 6.5m May 2011

Miclyn Magellan II AHT 8,200 52m x 15m x 6.5m May 2011

Miclyn Constructor Accommodation n/a 100m x 30.5m x 6.5m March 2010 work barge

Miclyn Constructor II Accommodation n/a 100m x 30.5m x 6.5m August 2010 work barge

Miclyn Sovereign AHTS 8,200 72.5m x 17m x 6.6m October 2011

Miclyn Sovereign II AHTS 8,200 72.5m x 17m x 6.6m October 2011

Note: In addition a Crew/Utility Vessel, Uni Express 18, is currently being built at a third party shipyard. For personal use only use personal For 24 Applicable Company Law G

Set out below is a summary of certain provisions of (10%) of the issued shares of that class may apply to Bermuda company law, although this does not purport a Bermuda court to have the variation cancelled and, to contain all applicable qualifications and exceptions where such application is made, the variation shall not or to be a complete review of all matters of Bermuda have effect unless and until it is confirmed by the court. company law and taxation, which may differ from Where no provision for varying such rights is made in equivalent provisions in jurisdictions with which the memorandum of association or bye laws and interested parties may be more familiar. nothing therein precludes a variation of such rights, the rights attached to any class of shares may, unless G.1 Share capital otherwise provided by the terms of issue of that class, The Bermuda Companies Act provides that where a be varied with the written consent of the holders of company issues shares at a premium, whether for cash three quarters of the issued shares of that class or or otherwise, a sum equal to the aggregate amount the sanction of a resolution passed as aforesaid. or value of the premiums on those shares must be transferred to an account (‘Share Premium Account’) to G.2 Membership which the provisions of the Bermuda Companies Act Under the Bermuda Companies Act, only those persons relating to a reduction of share capital of a company who agree to become members of a Bermuda company shall apply as if the Share Premium Account were paid and whose names are entered on the register of up share capital of the company except that the Share members of such a company are considered members. Premium Account may be applied by the company: A Bermuda company is also not bound to see to the • in paying up unissued shares of the company to execution of any trust, whether express, implied or be issued to members of the company as fully constructive, to which any of its shares are subject and paid bonus shares; whether or not the company had notice of such trust. Accordingly, persons holding shares through a trustee, • in writing off: nominee or depository will not be recognised as • the preliminary expenses of the company; or members of a Bermuda company under Bermuda law • the expenses of, or the commission paid or and may only have the benefit of rights attaching to discount allowed on, any issue of shares or the shares or remedies conferred by law on members debentures of the company; or through or with the assistance of the trustee, nominee • in providing for the premiums payable on or depository. redemption of any shares or of any debentures of the company. G.3 Financial assistance to purchase shares of a company or its In the case of an exchange of shares the excess value of the shares acquired over the nominal value of the holding company shares being issued may be credited to a contributed A company is prohibited from providing financial surplus account of the issuing company. assistance directly or indirectly for the purpose of an acquisition of its own or its holding company’s shares The Bermuda Companies Act permits a company to unless there are reasonable grounds for believing that issue preference shares and subject to the conditions the company is, and would after the giving of such stipulated therein to convert those preference shares financial assistance, be able to pay its liabilities as they

into redeemable preference shares. become due. In certain circumstances, the prohibition For personal use only use personal For The Bermuda Companies Act includes certain against giving financial assistance may be excluded protections for holders of special classes of shares, such as where the assistance is only an incidental part requiring their consent to be obtained before their of a larger purpose of the company or the assistance rights may be varied. Where provision is made by the is of an insignificant amount such as the payment of memorandum of association or bye-laws of a company minor costs. In addition, the Bermuda Companies Act authorising the variation of rights attached to any class expressly permits the grant of financial assistance of shares in the company, the consent of the specified where: (i) the financial assistance does not reduce the proportions of the holders of the issued shares of that company’s net assets or, to the extent the net assets are class or the sanction of a resolution passed at a separate reduced, such financial assistance is provided for out meeting of the holders of those shares is required. The of funds of the company which would otherwise be holders of not less in the aggregate than 10 percent available for dividend or distribution; (ii) an affidavit of Miclyn Express Offshore Limited Appendix to Prospectus 25

solvency is sworn by the Directors of the company; and to make take‑over offers for those Shares or to notify (iii) the financial assistance is approved by resolution of the Company. shareholders of the company. G.6 Dividends and distributions G.4 Purchase of shares and warrants A company may not declare or pay a dividend, or make by a company and its subsidiaries a distribution out of contributed surplus, if there are A company may, if authorised by its memorandum reasonable grounds for believing that: (i) the company of association or bye laws, purchase its own shares. is, or would after the payment be, unable to pay its Shares repurchased may be cancelled or held as liabilities as they become due; or (ii) the realisable value treasury shares. of the company’s assets would thereby be less than the aggregate of its liabilities and its issued share capital Such purchases may only be effected out of the capital and Share Premium Accounts. Contributed surplus paid up on the purchased shares or out of the funds is defined for purposes of section 54 of the Bermuda of the company otherwise available for dividend or Companies Act to include the proceeds arising from distribution or out of the proceeds of a fresh issue of donated shares, credits resulting from the redemption shares made for the purpose. Any premium payable or conversion of shares at less than the amount set up on a purchase over the par value of the shares to be as nominal capital and donations of cash and other purchased must be provided for out of funds of the assets to the company. company otherwise available for dividend or distribution or out of the Share Premium Account. Any amount due G.7 Protection of minorities to a shareholder on a purchase by a company of its own Class actions and derivative actions are generally not shares may: (i) be paid in cash; (ii) be satisfied by the available to shareholders under the laws of Bermuda. transfer of any part of the undertaking or property of The Bermuda courts, however, would ordinarily be the company having the same value; or (iii) be satisfied expected to permit a shareholder to commence an partly under (i) and partly under (ii). Any purchase by action in the name of a company to remedy a wrong a company of its own shares may be authorised by its done to the company where the act complained of board of Directors or otherwise by or in accordance is alleged to be beyond the corporate power of the with the provisions of its bye laws. Such purchase may company or is illegal or would result in the violation not be made if, on the date on which the purchase is to of the company’s memorandum of association and be effected, there are reasonable grounds for believing bye laws. Furthermore, consideration would be given that the company is, or after the purchase would be, by the Bermuda court to acts that are alleged to unable to pay its liabilities as they become due. The constitute a fraud against the minority shareholders shares so purchased may either be cancelled (in which or, for instance, where an act requires the approval of event, the company’s issued, but not its authorised, a greater percentage of the company’s shareholders capital will be diminished accordingly) or may be held than actually approved it. as treasury shares. Under the laws of Bermuda, if a Any member of a company who complains that the company holds shares as treasury shares, the company affairs of the company are being conducted or have shall be entered in the register of members as the been conducted in a manner oppressive or prejudicial member holding the shares but the company is not to the interests of some part of the members, including permitted to exercise any rights in respect of those himself, may petition the Bermuda court which may, if shares and no dividend or other distribution (whether it is of the opinion that to wind up the company would in cash or otherwise) shall be paid or made to the unfairly prejudice that part of the members but that company in respect of such shares. otherwise the facts would justify the making of a A company is not prohibited from purchasing and may winding up order on just and equitable grounds, make purchase its own warrants subject to and in accordance such order as it thinks fit, whether for regulating the with the terms and conditions of the relevant warrant conduct of the company’s affairs in future or for the instrument or certificate. There is no requirement purchase of shares of any members of the company under Bermuda law that a company’s memorandum of by other members of the company or by the company association or its bye laws contain a specific provision itself and in the case of a purchase by the company enabling such purchases and the directors of a company itself, for the reduction accordingly of the company’s may rely upon the general power contained in its capital, or otherwise. Bermuda law also provides that memorandum of association to buy and sell and deal the company may be wound up by the Bermuda court, in personal property of all kinds. if the court is of the opinion that it is just and equitable to do so. Both these provisions are available to minority Under Bermuda law, a subsidiary may hold shares in shareholders seeking relief from the oppressive conduct its holding company and in certain circumstances, of the majority, and the Bermuda court has wide may acquire such shares. The holding company is, discretion to make such orders as it thinks fit.

For personal use only use personal For however, prohibited from giving financial assistance for the purpose of the acquisition, subject to certain Except as mentioned above, claims against a company circumstances provided by the Bermuda Companies by its shareholders must be based on the general laws Act. A company, whether a subsidiary or a holding of contract or tort applicable in Bermuda. company, may only purchase its own shares for A statutory right of action is conferred on subscribers cancellation if it is authorised to do so in its of shares in a company against persons, including memorandum of association or bye laws pursuant directors and officers, responsible for the issue of a to section 42A of the Bermuda Companies Act. prospectus in respect of loss or damage suffered by G.5 Takeovers reason of an untrue statement therein, but this confers There are presently no Bermuda laws or regulations no right of action against the company itself. In addition, of general application which will require persons who such company, as opposed to its shareholders, may take acquire significant holdings in the Company’s Shares action against its officers including directors, for breach G Applicable Company Law continued 26

of their statutory and fiduciary duty to act honestly The Bermuda Companies Act requires that the directors and in good faith with a view to the best interests of the company must, at least once a year, lay before of the company. the company in general meeting financial statements for the relevant accounting period signed on the The Bermuda Companies Act also provides that the balance sheet page by two directors of the company; Minister of Finance of Bermuda may at any time appoint however, this requirement may be waived if all of the one or more inspectors to investigate the affairs of an members and all of the directors, either in writing or at exempted company and to report on them in such a general meeting, agree that in respect of a particular manner as the Minister may direct. The inspector shall, interval no financial statements or auditor’s report on the completion of his investigation, report to the thereon need be laid before a general meeting. Minister and shall send copies of such reports to the Further, the company’s auditor must audit the financial company. However, no other person shall be informed statements so as to enable him to report to the of the nature or contents of the report save at the members. Based on the results of his audit, which request of the company or on the direction of the must be made in accordance with generally accepted Minister. Upon receiving the inspector’s report, auditing standards, the auditor must then make a report the Minister may require the company to take such to the members. The generally accepted auditing measures as he may consider necessary in relation to standards may be those of a country or jurisdiction its affairs or direct the Bermuda Registrar of Companies other than Bermuda or such other generally accepted to petition the Bermuda court for the winding up of auditing standards as may be appointed by the Minister the company. of Finance of Bermuda under the Bermuda Companies G.8 Management Act; and where the generally accepted auditing The Bermuda Companies Act contains no specific standards used are other than those of Bermuda, restriction on the power of directors to dispose of the report of the auditor must identify the generally assets of a company, although it specifically requires accepted auditing standards used. Subject to certain that every officer of a company, which includes a exceptions provided in the Bermuda Companies Act, director, managing director and secretary, in exercising the company must send to every member a copy of his powers and discharging his duties must act honestly financial statements, prepared in accordance with and in good faith with a view to the best interests of generally accepted accounting principles and the company and exercise the care, diligence and skill containing all such information and documents as that a reasonably prudent person would exercise in required by the Bermuda Companies Act (‘Financial comparable circumstances. Furthermore, the Bermuda Statements’), at least five days before the general Companies Act requires that every officer should meeting of the company at which the Financial comply with the Bermuda Companies Act, regulations Statements are to be tabled. passed pursuant to the Bermuda Companies Act and A company listed on an appointed stock exchange may the bye laws of the company. send to its members summarised financial statements The Bermuda Companies Act contains no specific derived from the Financial Statements for the relevant provision in respect of the establishment or composition period instead of the Financial Statements. The of audit committees or similar committees of the board summarised financial statements must include a of directors of a company. summarised report of the Financial Statements and be accompanied by the auditor’s report. The summarised G.9 Accounting and auditing financial statements must be sent to members not less requirements than 21 days before the general meeting at which the The Bermuda Companies Act requires a company to Financial Statements are to be tabled, and a copy of cause proper records of account to be kept with respect the summarised financial statements must be made to: (i) all sums of money received and expended by available for inspection by the public at the company’s the company and the matters in respect of which the registered office in Bermuda. The company must also receipt and expenditure takes place; (ii) all sales and make a copy of the full Financial Statements available purchases of goods by the company; and (iii) the assets for inspection by the public at the company’s registered and liabilities of the company. office. Summarised financial statements must be accompanied by a notice informing members how Furthermore, it requires a company to keep its records they may elect to receive the company’s Financial of account at the registered office of the company or Statements. at such other place as the directors think fit and such records must at all times be open to inspection by the G.10 Auditors directors or the resident representative of the company. At each annual general meeting, a company must If the records of account are kept at some place outside appoint an auditor to hold office until the close of the

Bermuda, there must be kept at the office of the next annual general meeting; however, this requirement For personal use only use personal For company in Bermuda such records as will enable the may be waived if all of the members and all of the directors or the resident representative of the company directors, either in writing or at the general meeting, to ascertain with reasonable accuracy the financial agree that no auditor shall be appointed to hold office position of the company at the end of each three month until the close of the next annual general meeting. period, except that where the company is listed on an A person, other than an incumbent auditor, is not appointed stock exchange (as defined in the Bermuda capable of being appointed auditor at an annual general Companies Act), there must be kept such records as meeting unless notice in writing of an intention to will enable the directors or the resident representative nominate that person to the office of auditor has been of the company to ascertain with reasonable accuracy given not less than 21 days before the annual general the financial position of the company at the end of each meeting. The company must send a copy of such notice six month period. Miclyn Express Offshore Limited Appendix to Prospectus 27

to the incumbent auditor and give notice thereof to the Bermuda tax payable in relation to any land in Bermuda members not less than seven days before the annual leased or let to the company or to persons ordinarily general meeting. An incumbent auditor may, however, resident in Bermuda. by notice in writing to the secretary of the company waive the foregoing requirements. G.13 Stamp duty An exempted company is exempt from all stamp duties An auditor appointed to replace another auditor must, except on transactions involving ‘Bermuda property’. before accepting the appointment or consenting to be This term relates, essentially, to real and personal appointed, seek from the former auditor a written property physically situated in Bermuda, including statement as to the circumstances of the latter’s shares in local companies (as opposed to exempted replacement. If the former auditor does not respond companies). Transfers of shares and warrants in all within 15 days, the new auditor may act in any event. exempted companies are exempt from Bermuda An appointment as auditor of a person who has not stamp duty. requested a written statement from the former auditor is voidable by a resolution of the shareholders at a G.14 Loans to directors general meeting. An auditor who has resigned or been Bermuda law prohibits a company from: (i) making removed, or whose term of office has expired or is loans to any of its directors (or any directors of its about to expire, or who has vacated office, is entitled holding company) or to their spouse or children or to to attend the general meeting of the company at which companies (other than a company which is a holding he is to be removed or his successor is to be appointed; company or a subsidiary of the company making the to receive all notices of, and other communications loan) in which they own or control directly or indirectly relating to, that meeting which a member is entitled to more than a 20 percent (20%) interest; or (ii) entering receive; and to be heard at that meeting on any part of into any guarantee or providing any security in the business of the meeting that relates to his duties as connection with a loan made to such persons as auditor or former auditor. aforesaid by any other person, without the consent of any member or members holding in aggregate not less G.11 Exchange control than nine tenths of the total voting rights of all members Exchange control is operated under the Exchange having the right to vote at any meeting of the members Control Act 1972 of Bermuda (and the regulations of the company. These prohibitions do not apply to made thereunder) and is administered by the Bermuda anything done to provide a director with funds to meet Monetary Authority. Generally, any payment by a person the expenditure incurred or to be incurred by him resident in Bermuda to or for the credit of a person for the purposes of the company, provided that the resident outside Bermuda will require prior approval company gives its prior approval at a general meeting from the Bermuda Monetary Authority. or, if not, the loan, guarantee or security is made or Exempted companies are normally designated given on condition that it will be repaid or discharged, non‑resident for exchange control purposes and are as the case may be, within six months from the able to conduct their day‑to‑day operations free of conclusion of the next following annual general meeting exchange control formalities. Such companies are able if the loan, guarantee or security is not approved at or to pay dividends, distribute capital, open and maintain before such meeting. If the approval of the company bank accounts in any foreign currency and to acquire is not given for the loan, guarantee or security as assets and meet all liabilities without reference to the aforesaid, the directors who authorised it will be jointly Bermuda Monetary Authority. and severally liable to indemnify the company for any loss arising therefrom. Issues and transfers of securities in exempted companies involving non‑residents for exchange control G.15 Inspection of corporate records purposes must receive prior approval from the Bermuda Members of the general public have the right to inspect Monetary Authority. However, the Bermuda Monetary the public documents of a company available at the Authority has granted to all Bermuda companies with office of the Bermuda Registrar of Companies which voting shares listed on an appointed stock exchange will include the company’s certificate of incorporation, a general permission for the issue and subsequent its memorandum of association (including its objects transfer of any securities of such companies from and powers) and any alteration to the company’s and/or to a non‑resident of Bermuda for so long as any memorandum of association. The members of the voting shares of such companies remain so listed. company have the additional right to inspect the bye laws of a company, minutes of general meetings and G.12 Taxation the company’s audited financial statements, which Under present Bermuda law, no Bermuda withholding must be presented to the annual general meeting. tax on dividends or other distributions, or any Bermuda Minutes of general meetings of a company are also

tax computed on profits or income or on any capital open for inspection by directors of the company For personal use only use personal For asset, gain or appreciation will be payable by an without charge for not less than two hours during exempted company or its operations, and there is no business hours each day. Bermuda tax in the nature of estate duty or inheritance tax applicable to shares, debentures or other obligations Except when the register of members is closed under of the company held by non‑residents of Bermuda. the provisions of the Bermuda Companies Act, the Furthermore, a company may apply to the Minister register of members of a company shall during business of Finance of Bermuda for an assurance, under the hours (subject to such reasonable restrictions as the Exempted Undertakings Tax Protection Act 1966 of company may impose so that not less than two hours Bermuda, that no such taxes shall be so applicable to it in each day be allowed for inspection) be open or any of its operations until 28 March 2016, although for inspection by members of the general public this assurance will not prevent the imposition of any without charge. A company may on giving notice G Applicable Company Law continued 28

by advertisement in an appointed newspaper close the purpose of winding up the affairs of the company and register of members for any time or times not exceeding distributing its assets. If the liquidator at any time forms in the whole 30 days in a year. A company is required to the opinion that such company will not be able to pay maintain its register of members in Bermuda but may, its debts in full in the period stated in the directors’ subject to the provisions of the Bermuda Companies declaration of solvency, he is obliged to summon a Act, establish a branch register outside Bermuda. meeting of creditors and lay before the meeting a Any branch register of members established by the statement of the assets and liabilities of the company. company is subject to the same rights of inspection As soon as the affairs of the company are fully wound as the principal register of members of the company up, the liquidator must make up an account of the in Bermuda. Any member of the public may require winding up, showing how the winding up has been a copy of the register of members or any part thereof conducted and the property of the company has been which must be provided within 14 days of a request disposed of, and thereupon call a general meeting of on payment of the appropriate fee prescribed in the the company for the purposes of laying before it the Bermuda Companies Act. Bermuda law does not, account and giving an explanation thereof. This final however, provide a general right for members to general meeting requires at least one month’s notice inspect or obtain copies of any other corporate records. published in an appointed newspaper in Bermuda. A company is required to maintain a register of directors In the case of a creditors’ voluntary winding up of a and officers at its registered office in Bermuda and such company, the company must call a meeting of creditors register must during business hours (subject to such of the company to be summoned for the day, or the reasonable restrictions as the company may impose, so next day following the day on which the meeting of the that not less than two hours in each day be allowed for members at which the resolution for voluntary winding inspection) be open for inspection by members of the up is to be proposed is held. Notice of such meeting of public without charge. Any member of the public may creditors must be sent at the same time as notice is require a copy of the register of directors and officers, sent to members. In addition, such company must or any part of it, on payment of the appropriate fee cause a notice to appear in an appointed newspaper prescribed in the Bermuda Companies Act. on at least two occasions. Where a company, the shares of which are listed on The creditors and the members at their respective an appointed stock exchange, sends its summarised meetings may nominate a person to be liquidator for financial statements to its members pursuant to the purposes of winding up the affairs of the company section 87A of the Bermuda Companies Act, a copy of provided that if the creditors and the members nominate the full financial statements (as well as the summarised different persons, the person nominated by the creditors financial statements) must be made available for shall be the liquidator. If no person is nominated by the inspection by the public at the company’s registered creditors, the person (if any) nominated by the company office in Bermuda. shall be the liquidator. The creditors at the creditors’ G.16 Winding up meeting may also appoint a committee of inspection A company may be wound up by the Bermuda court consisting of not more than five persons. on application presented by the company itself, its If a creditors’ winding up continues for more than one creditors or its contributories. The Bermuda court has year, the liquidator is required to summon a general authority to order winding up in a number of specified meeting of the company and a meeting of the creditors circumstances including where it is, in the opinion of at the end of each year and must lay before such the Bermuda court, just and equitable to do so. meetings an account of his acts and dealings and of the A company may be wound up voluntarily when the conduct of the winding up during the preceding year. As members so resolve in general meeting, or, in the case soon as the affairs of the company are fully wound up, of a limited duration company, when the period fixed the liquidator must make an account of the winding up, for the duration of the company by its memorandum showing how the winding up has been conducted and expires, or the event occurs on the occurrence of which the property of the company has been disposed of, and the memorandum provides that the company is to be thereupon shall call a general meeting of the company dissolved. In the case of a voluntary winding up, such and a meeting of the creditors for the purpose of laying company is obliged to cease to carry on its business the account before such meetings and giving an from the time of passing the resolution for voluntary explanation thereof. This meeting requires at least one winding up or upon the expiry of the period or the month’s notice published in an appointed newspaper occurrence of the event referred to above. Upon the in Bermuda. appointment of a liquidator, the responsibility for the Within one week after the date of the meetings, or if the company’s affairs rests entirely in his hands and no meetings are not held on the same date, after the date future executive action may be carried out without

For personal use only use personal For of the later meeting, the liquidator is required to send his approval. to the Bermuda Registrar of Companies a copy of the Where, on a voluntary winding up, a majority of account and make a return in accordance with the directors make a statutory declaration of solvency, the Bermuda Companies Act. The company will be deemed winding up will be a members’ voluntary winding up. to be dissolved on the expiration of three months from In any case where such declaration has not been made, the registration by the Bermuda Registrar of Companies the winding up will be a creditors’ voluntary winding up. of the account and the return. However, a Bermuda court may, on the application of the liquidator or of In the case of a members’ voluntary winding up of some other person who appears to the court to be a company, the company in general meeting must interested, make an order deferring the date at which appoint one or more liquidators within the period the dissolution of the company is to take effect for prescribed by the Bermuda Companies Act for the such time as the court thinks fit. Miclyn Express Offshore Limited Appendix to Prospectus Appendix Glossary H

Acquired Businesses EOT and associated companies ASX Australian Securities Exchange as operated by ASX Limited (ABN 98 008 624 691) Company Miclyn Express Offshore Limited, a company incorporated under the laws of Bermuda with company number 42388 Corporations Act Corporations Act 2001 (Cth) Directors The directors of the Company EOT Miclyn Express Offshore Pte Ltd (formerly known as Express Offshore Transport Pte Ltd), a company incorporated in Singapore (Registered No. 199206761W), and its subsidiaries Existing Shareholders Current majority owners of the Miclyn Express Offshore business who will be selling a portion of their interest in the business as part of the Offer, being Macquarie Group and Ray Rider Existing Shares Shares in MEO Finance in which Ray Rider, Macquarie Group, Diederik de Boer and Darren Ang have a direct or indirect interest Historical Financial Information The historical financial information for the Historical Financial Periods, as set out in Section 8 Historical Financial Periods FY2007, FY2008, FY2009 and 1H FY2010 IASB International Accounting Standards Board IFRS International Financial Reporting Standards Indicative Price Range The indicative price range for the Institutional Offer, as specified in Section 3.5.2 of the Prospectus IPO Initial public offering Miclyn Express Offshore, The Company (ARBN 141 683 552) and all its subsidiaries, as if the Company had purchased Miclyn Express Offshore MEO Finance under the Restructure Agreement, as described in Section 13.5.12 Group or Group Miclyn Express Offshore Activities undertaken by Miclyn Offshore Pte Limited, Miclyn Express Offshore Pte Limited Businesses and subsidiaries MEO Finance MEO Finance Company Limited, a company registered in Bermuda that owns the Miclyn Express Offshore business MEO Finance Group MEO Finance and all its subsidiaries MEO Holdings MEO Holdings Limited, a company registered in Bermuda Miclyn Offshore or Miclyn Offshore Pte Ltd, a company incorporated in Singapore (Registered No. 199005283H), Miclyn Offshore Group and its subsidiaries MSHL Marine Services Holdings Limited, a company registered in Bermuda Note A note of this Appendix Offer The Retail Offer and the Institutional Offer Prospectus Means the prospectus, being a prospectus for the purposes of Chapter 6D of the Corporations Act For personal use only use personal For Ray Rider Ray Rider Limited, an entity associated with the Miclyn Offshore founder, Michael Kum Samson Maritime Samson Maritime Holdings Pty Ltd and its controlled entities Samson Maritime Sellers Benjamins, BW Marine Services Pty Ltd (ACN 096 136 024) in its capacity as trustee of the Ward Family Trust, Jeremy Williams and Williams Maritime Pty Ltd (ACN 106 948 958) in its capacity as trustee of the Williams Family Trust Section A section of the Prospectus Settlement Settlement in respect of all, or substantially all, of the Shares the subject of the Offer occurring under the Offer Management Agreement and associated settlement support arrangements Share A fully paid ordinary share in the Company For personal use only use personal For