l. L' •

'.. · .."" Offering circular

Atlantic Container Line AB

Offering of up to 5,000,000 shares of a nominal value of SEK 50 each

Offer price: SEK 77 per share

Application for listing of the Company' s shares on the Oslo Stock Exchange

Managed by

~~ Fearnley Fonds A/5 as Lead Managers

NOKA seeurities AS • Dated 29 August, 1994

TABLE OF CONTENTS

Definitions ...... 2 Declarations of responsibility ...... 3 Summary ...... 5 Terms of the offering ...... 8 U se of proceeds ...... 11 Description of ACL ...... 12 Business and market description ...... 17 Financial information ...... 25 Risk factors ...... 33 Relations to Bilspedition ...... 35 Share capitaland shareholder information ...... 37

Appendices:

l. Glossary ofbusinesslerms ...... 43 2. Description of the vessels ...... 45 3. Legal opinion from Managers' legal counsel...... 46 4. Accounts and notes ...... 48 5. Swedish accounting practice ...... 71 6. Articles of Association ...... 76 7. Taxatian ...... 78 8. Registrar agreement ...... 81

1 Atlantic Container Line AB DEFINIT/ONS

The Company ...... Atlantic Container Line AB, a Swedish limited company ACL ...... The Company and its subsidiaries Shares ...... Ordinary sh are s of SEK 50 each in the capita! of the Company Offering ...... The offering of up to 5,000,000 new Shares as described in this Offering Circular VPS ...... The Norwegian Reg.stry of seeurities (Verdipapir­ sentralen), a certificateless, computerised seeurities registration system VPC ...... The Swedish Registry of Securities (Värdepappers• centralen AB), a certificateless, computerised seeurities eegistration system DnB ...... Den norske Bank AS, which acts as the Company' s account operator in VPS CGM ...... Compagnie Generale Maritime S.A., a French company invalved inter alia in shipowning Cunard ...... Cunard Stearn-Ship Company PLC, a British company invalved inter alia in shipowning $ ...... , ...... United States Dollars SEK ...... Swedish Kronor SMB ...... The Small and Medium size Business list of the Oslo Stock Exchange Manager...... Fearnley Fonds NS

Atlantic Container Line AB 2 DECLARATIONS OF RESPONS/8/L/TY

This offering circular· has been prepared for the purpose of the Offering described herein to provide prospective investors with adequate information about Atlantic Container Line AB, its assets and liabilities, its financial position, profits and prospects and of rights relating to its shares.

THE BOARD OF DIRECTORS OF ATLANTIC CONTAINER LINE AB The Directors of Atlantic Container Line AB confinn that to the best of their knowledge, the information contained in this document reflects the facts, and is free of omissions of such a nature that they may change the contents of the document.

Gothenburg, 29 August 1994

Olav K. Rakkenes, chairman Bernhard Ryding Håkan Larsson Thomas Sjöström

THE MANAGER OF THE OFFERING Feamley Fonds NS acts as manager of the Offering. In this capacity, Feamley Fonds NS has assisted Atlantic Container Line AB with the preparation of this document, based upon audited financial information and discussions with the directors and management of Atlantic Container Line AB.

Oslo, 29 August 1994 Feamley Fonds NS

THE AUDITORS OF ATLANTIC CONTAINER LINE AB Accounts and notes The annual report for Atlantic Container Line AB for the financial year 1993 was audited by us. The Auditors' Report was unqualified. The annual report is correctly reproduced tagether with our Auditor's Report in appendix 4.

The consolidated profit and loss statements and consolidated balance sheets for 1992, 1991, and 1990, which are extracted from the annual reports, are also correctly reproduced in appendix 4. However, the board of directors' report and the nates (not included for 1990-1992), which are integrated parts of the respective years' annual reports, may contain essential supplementary information needed to correctly interpret the financial statements.

Recalculated financial information The summary consolidated profit and loss statements and Consolidated balance sheets on pages 6, 7, 25, and 26 in this Offering Circular are recalculated with \ respect to chan ed accountin olicies campared to the audited Annual Repoi'fs an reviewed Interim Accounts from which the information is based. We have audited the recalculations. Based on our audit steps carried out we confmn, that the summary consolidated profit and loss statements and Consolidated balance sheets are correctly recalculated to reflect the accounting policies described in appendix 5.

3 Atlantic Container Line AB Interim accounts We have reviewed the Consolidated balance sheet of Atlantic Container Line AB at 30 June 1994, and the related consolidated profit and loss statement for the period then ended, in accordance with International Auditing Guidelines applicable to reviews. A review is limited primarily to inquiries of company personneJ and analytical review proccdures applied to financial data and thus provides less assurance than an audit. We have not performed an audit and, accordingly, we do not express an audit opinion.

Based on our review, notbing has come to our attention that eauses us to believe that the summarized interim accounts reproduced on pages 6, 7, 25, and 26 in this Offerlog Circular do not give a true and fair view in accordance with Swedish Generally Accepted Accounting standards together with the accounting polides described in appendix 5.

Offering Circular We have examined this Offering Circular. The examination has been carried out in accordance with Swedish Auditing Guidelines applicable to examinations of issue prospectuses. In compliance with these, prospects included in the Offering Circular have only been examined to a limited extent. We have no objections to the report given on the Group's and Parent Company's development and general standing.

Gothenburg, 29 August 1994

Caisa Drefeldt Gunnar Hjalmarsson Authorized Public Accountant Authorized Public Accountant

Atlantic Container Line AB 4 SUMMAR Y

DESCRIPTION OF ACL ACL provides liner services in the Atlantic basin under the brand name Atlantic Container Line, serving ports in the Northwest Europe and the North American East Coast. Five modern liner vessels are employed in ACL's service, of which three vessels are owned and two vessels are long-term chartered with purchase options. All five vessels are purpose-1:-uilt for ACL's trading pattern and cargo composition, and carry a combination of containers, rolling cargo, and cars. The vessels have a unique design with high cargo flexibility and many facilities for easy cargo handling. The five-vessel fleet allows ACL to provide a weekly, fixed­ day liner service to all its ports.

ACL provides its clients with intermodal transpartatian which includes land transport by road and rail in addition to sea. The land transpartatian is generally purchased as an externa! service in an open and competitive market.

The Atlantic Container Line was started as a consortium in 1967. The Bilspedition group gained 100% interest in the liner service in 1990 and reorganised the former consortium as a subsidiary.

TERMS OF THE OFFERING Share capita! Prior to closing of the Offering, the issued share capital in the Company is 1,000,000 Shares of SEK 50 each. In the Offering, there will be issued up to 5,000,000 Shares. In addition, up to 500,000 Shares may be subsenbed by the Managers at the offer price in order to satisfy additional demand.

The Shares will be registered in VPS.

Prior to the Offering, all issued Shares are owned by Rederiaktiebolaget Transatlantic, a subsidiary of Bilspedition AB. Upon completion of the Offering, the present shareholder will own approximately 17% of the then issued Shares.

The Offering The issue has been resolved in an extraordinary shareholders' meeting of the Company on 29 August 1994. The Shares may be subsenbed by the Manager on behalf of investors who have authorised the Manager to subscribe on their behalf.

The resolution will not be effectuated uniess all requirements for listing of the Shares on the Oslo Stock Exchange have been fulfilled by 30 September 1994.

Offer price The Shares are offered at a price of SEK 77 per Share.

Subscription Investors who express an interest in investing in the Company will be requested to commit themselves to subscribe Shares in the Offering and to authorise Fearnley

5 Atlantic Container Line AB Fonds NS to subscribe on their behalf. Subscriptions may take place in the period from 29 August 1994 to 30 August 1994.

Allotment The Board of Directors will make such allotments of Shares as are deemeed appropriate. Investors will be notified of their allotment by facsimile or mail on or about 30 August 1994.

Payment Payment for allotted Shares will be made into an escrow account with DnB, Oslo. Payment will take place on 9 September 1994. When the conditions for closing are fulfilled, the subscription amount will be released to the Company and the Shares will be delivered to each subscribers' seeurities account with VPS. If the conditions for completion of the Offering are not met, the subscription amounts will be returned to each subscriber.

USE OF PROCEEDS The net proceeds to be received by the Company from the Offering will be approximately SEK 366 million (assuming the issue of 5,000,000 Shares). Of the proceeds, an arnount equivalent to USD 20 million, corresponding to SEK 155 million at a rate of 7.74 SEKIUSD, will be used to pay down long-term debt on vessels owned by ACL. The remaining approximately SEK 211 million will be used to meet the Company's working capital requirements.

SUMMARY FINANCIAL INFORMATION The following summary financial information is based on the audited financial statements for the fmancial years ended 31 December 1990, 1991, 1992, and 1993, and the reviewed fmancial statements for the six months interim period ended 30 June 1994. Thefinancial statements have been recalculated with respect to certain changes in accounting policies. More detailed information is provided in the section "Financial Information" herein and in Appendix 4.

Profit and loss statements Period ended 31 Dec. 31 Dec. 31 Dec. 31 Dec. 30 J une 1990 1991 1992 1993 1994 Y ear Y ear Y ear Y ear Half-year SEK million audited audited audited audited reviewed Operating income 2,459 2,024 1,755 2,136 1,235 Operating expenses etc. -2,223 -2,027 -2,024 -1,870 -1,039 Depreciation -171 -158 -159 -164 -74 Operating profitlloss 65 -161 -428 102 122

Interest income 50 14 5 20 15 Interest expenses -153 -157 -204 -259 -91 Exchange differences +34 +14 -10 -56 -2 Profit/loss alter financial items -4 -290 -637 ·193 44

Shareholder's dividendlcontribution +l -88 +278 +175 Taxes +2 +210 +18 +9 +l N et profit/loss -1 -168 -341 -9 45

Atlantic Container Line AB 6 Balance sheets 31 Dec. 31 Dec. 31 Dec. 31 Dec. 30June 1990 1991 1992 1993 1994 SEK million auditcd audited auditcd auditcd reviewed Cash and investments 16 3 54 49 57 Other current assets 364 320 417 228 240 lntercompany receivables 547 219 392 415 144 Ships 1,778 1,685 1,592 1,498 1,451 Other fixed assets 462 582 395 238 245 Total assets 3,167 2,809 2,850 2,428 2,137

Current liabilities 416 451 610 421 387 lntercompany liabilities 6 43 532 220 215 Long-term liabilities 2,172 1,910 1,663 1,750 1,453 Shareholders' equity 573 405 45 37 82 Totalliabilities and equity 3,167 2,809 2,850 2,428 2,137

7 Atlantic Container Line AB TERMS OF THE OFFER/NG

SHARE CAPITAL Prior to the Offering, the issued share capita! of the Company is 1,000,000 Ordinary Shares of SEK 50 each. The entire issued share capita1 prior to the Offering is owned by Rederiaktiebolaget Transatlantic, a wholly-owned subsidiary of Bilspedition AB. Up to 5,000,000 Shares of SEK 50 each will be issued in the Offering. In addition, the Company has granted the Manager a right to subscribe for up to 500,000 additional Shares at the offer price on or before 23 September 1994. Such additional Shares may be subscribed in order to satisfy additional de mand.

Upon completion of the Offering, the shareholding of the present shareholder will amount to about 17% of the Shares of Atlantic Container Line AB then in issue. The present shareholder has agreed not to sell any Shares during a period of 12 months after closing of the Offering, without the prior written consent of the Manager.

No Shares are pre-subsedbed or underwritten.

THE ISSUE The issue bas been resolved in an extraordinary shareholders' meeting of the Company on 29 August 1994. The Shares rnay be subsenbed by the Manager on behalf of investors who have authorised the Manager to subscribe on their behalf.

The resolution of the Company to effectuate the above mentioned share capita! increase will be contiogent upon (i) the fulfillment of all requirements for listing of the Company's shares on the Oslo Stock Exchange by no later than 30 September 1994 and (ii) the eegistration of the issue at Patent- och Registreringsverket, Sweden.

THESHARES The Shares will form a single class, in registered form and will rank pari passu amongst themselves and with the existing issued Shares and will constitute the only class of shares issued by the Company. For the purpose of trading on the Oslo Stock Exchange, the Sbares will be l registered in VPS (the Norwegian Registry of Securities). Reference is made to the section "Share capitaland shareholder information" herein.

OFFER PRICE The Shares are offered at a price of SEK 77 per Share.

SUBSCRIPTION Investors who express an interest in investing in the Company will be requested to commit themselves to subscribe for Sbares in the Offering and to authorise Fearnley Fonds A/S to subscribe on their behalf. Subscriptions may take place in the period from 29 August 1994 to 30 August 1994.

Atlantic Container Line AB B ALLOTMENT The Board of Directors will make such allotments of Shares as are deemed appropriate. Investors will be notified of their allotment by facsirnile or mail on or about 30 August 1994.

PAYMENT Payment for allotted Shares will be made to an escrow account with Den norske Bank, Oslo. Payment will take place on 9 September 1994. Interest will be charged for late payments at a rate of 12% p.a. Shares which are allotted and not duly paid for may be sold by the Company at the subscriber's expense.

If by 30 September 1994 the conditions for completion of the Offering are not met, the subscription amounts (including accrued interest) will be returned to each subscriber, and each subscriber's commitment to purchase Shares in Atlantic Container Line AB in connectionwith the Offering willbenull and void.

TRANSFER OF SHARES Transfer of the new Shares can only take place when the Shares are paid for, and the new Shares have been registered at Patent och Registreringsverket in Sweden and on each shareholders' accounts in the VPS.

LISTING OF THE SHARES Application will be made to list the whole of the share capital of Atlantic Container Line AB, both issued and to be issued pursuant to the Offering, on the SMB list on the Oslo Stock Exchange. It is expected that subject to such listing dealings in the Shares will commence on or about 13 September 1994.

COSTS AND NET PROCEEDS On completion of this Offering, the Company will receive proceeds of approximately SEK 385 million (assuming the issue of 5,000,000 Shares), less deductions for commissions and ex enses of a roximate1y SEK 11.6 million in connectionwith the enng and stamp duty of approximately SEK 7.7 million.

AVAILABLE DOCUMENTS The Artides of Association of Atlantic Container Line AB as of the date of this circular are included as Appendix 6 hereto. Other documents, including annual reports, are available for inspection at Rederiaktiebolaget Transatlantic, Falkenbergsgatan 3; Gothenburg, and at Fearnley Fonds A/S, Grev Wedels plass 9, Oslo.

RESTRICTIONS ON TRANSFER The shares have not been and will not be registered under the United States seeurities Act of 1933, as amended (the "Securities Act"), andmaynot be offered or sold within theUnited States or to, or for the account or benefit of, U.S. persons (as such terms are defined in Regulation S under the seeurities Act) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the seeurities Act. Accordingly, the shares are be in g offe red hereby (a) to qualified institutional buyers (as defined in Rule 144A under the seeurities Act) in reliance on the exemption from the registration requirements of the seeurities Act provided by Rule 144A, and (b) to non-U.S. persons outside the

9 Atlantic Container Line AB United States in reliance on Regulation S under the seeurities Act. Prospective purehasers are hereby notified that sellers of the shares may be relying on the exemption from the provisions of Section 5 of the seeurities Act provided by Rule 144A. Purehasers of shares within the United States may resell such shares only pursuant to an exemption from, or in a transaction not subject to, the registration requirement of the seeurities Act.

Atlantic Container Line AB 10 USE OF PROCEEDS

The proceeds to be received by ACL from the Offering will be approximately SEK 385 million (assuming the issue of 5,000,000 Shares), less commissions and expenses of approximately SEK 11.6 million and registration tax in Sweden (equivalent to 2% of the gross proceeds from the Offering) of approximately SEK 7.7 million. The net proceeds will be used to strengthen ACL's equity base in rehition to the establishment of ACL as a separate company outside the Bilspedition group. Of the net proceeds, approximately SEK 155 million (the equivalent of USD 20 million) will be used to pay down long-term debt relating to the three ships owned by ACL. The remaining approximately SEK 211 million will be applied towards ACL's working capital requirements. Set out below is a proforma balance sheet, based on ACL's reviewed balance sheet as per 30 June 1994, illustrating the effects on the balance sheet of the Offering, the use of proceeds, and the following transactions taking place between ACL and Rederiaktiebolaget Transatlantic ("Transatlantic") pursuant to the Offering: The acquisition of the vessel Atlantic Companion from Transatlantic. ACL will simultaneonsly assume debt relating to the vessel and terminate the existing charter party from Transatlantic. With the accounting principles applied herein, the vessel has been recorded as an asset in ACL's balance sheet and with a corresponding Hability at the present value of the charter obligation. The vessel is acquired at present value at the time of the purchase and therefore the acquisition will have no effect on net income. The net effect of the termination of the charter party obligation and the assumption of ship financing including accrued interest is an increase of the net debt to Transatlantic of SEK 113 million. The transfer of the two vessels Gulf Speed and Gulf Spirit to Transatlantic. The vessels are currently chartered in by ACL with purchase options, and are chartered out on shorter-term contracts at similar rates. Transatlantic will take over all charter rights and obligations and will purchase the options including related current assets and depositions at recorded valne. The presently described assumption have no effect on net income. The effect of the transfer is a reduction in net debt to Transatlantic of SEK 86 million. A shareholders' contribution from Transatlantic of SEK 31 million by way of reduction of "intercompany liabilities".

30 J une Group Issue of Useof 30 J une 1994 trans- s hares proceeds 1994 SEK million Reviewed actions forcash Proforrna Cash and investments 57 +366 -155 268 Other current assets 240 -19 221 lntercompany receivables 144 -97 47 Ships 1,451 1,451 Other fixed assets 245 -67 178 Total assets 2,137 2,165

Current Iiabilities 387 +38 425 Intercompany liabilities 215 -101 114 Long-term liabilities 1,453 -151 -127 1,175 Shareholders' equity 82 +31 +366 -28 451 Totalliabilities and equity 2,137 2,165

11 Atlantic Container Line AB DESCRIPTION OF ACL

GENERAL Atlantic Container Line AB is a Swedish limited company which is registered in the Swedish Registry of Companies as enterprise number 556000-7006. The registered address is S-403 36 Göteborg. The Company was formally registered in 1897 and has in the past been engaged in other types of business. The Company has been engaged in its present business since 1990.

The Company is a group parent company for the companies comprising ACL, as described under "Organisation" below.

The operative management of ACL tak:es place from South Plainfield, New Jersey, USA, while the European operation is coordinated from Rotterdam in the Netherlands.

The description of ACL's fleet and operation herein presupposes certain transactions which will tak:e place between ACL and companies in the Bilspedition group upon closing of the Offering. See "Relations to Bilspedition".

BACKGROUND AND HISTORY The liner service Atlantic Container Line started out in 1967 as a consortium between six partners; Cunard (UK), CGM (formerly CGT, France), Holland America Line (the Netherlands), Wallenius Line (Sweden), Swedish American Line (Sweden), and Rederiaktiebolaget Transatlantic (Sweden). It gained, and still benefits from, the combined cargo platform that these partners represented. Atlantic Container Line pioneered deepsea RoRo transportation, documentation systems, and intermodalism, and developed specialised tonnage for its cargo and trading pattems. Atlantic Container Line has bad a leading position in the North Atlantic liner market.

Towards the end of the 1980s the consortium structure was found to be inefficient in the furtber development of Atlantic Container Line, particularly at a time when changes in the market required adjustments of the operation. Eventually, the Bilspedition Group, which bad gained a 33% interest in the consortium through the acquisition of Rederiaktiebolaget Transatlantic in 1988, gained 100% interest with effect from l January 1990. The former consortium was reorganised into a corporate structure, with Atlantic Container Line AB as the parent company. At the same time, a cost reduction programme was initiated which involved large changes to ACL's organisation and activities.

As the freight market continued a weak development in 1991 and 1992, the major participantsin the North Atlantic liner market formed the freight conference TAA (Trans Atlantic Agreement) in 1992. The actions taken by TAA have been to initiate rate restoration in order to return the lines to collective break-even and eventually to make a positive return on capita!, simplify the tariff and contracts, stimulate rationalisation, and regulate capacity.

OBJECTIVES AND BUSINESS STRATEGY ACL has defined its mission as follows:

Atlantic Container Line AB 12 "Atlantic Container Line will consistenfly provide an excellent, reliable and cost competitive service. We will be attentive to our customers' needs and respond to them prompt/y. We will continuously explore innovative ways to make it even easier to do business with ACL."

ACL'S LINER SERVICE ACL provides liner services in the Atlantic basin, serving ports in the Northwest Europe and the North American East and Gulf Coasts. Five modern liner vessels are employed in ACL's service, of which three vessels are owned and two vessels are long-term chartered with purchase options. All five vessels are purpose-built for ACL's trading pattem and cargo composition, and carry a combination of containers, rolling cargo, and cars. The vessels have a unique design with high cargo flexibility and many facilities for easy cargo handling.

The five-vessel fleet allows ACL to provide a weekly, fixed-day liner service to all its ports. In addition to its own five-vessel service, ACL is able to offer both extended port coverage and higher regularity to major ports (with up to three sailings per week) through so-called slot swap agrcements with other carriers.

In addition to the five vessels employed in the service, the most important assets owned and/or operated by ACL is a fleet of approximately 13,000 containers (of standard and special designs), 3,000 chassis, and other RoRo equipment. ACL also partkipates in the Global Equipment Management Ltd. pool for containers and equipment. To support its operation, ACL has an extensive network of sales agencies and information systems.

The seaborne transpartatian accounts for a large part of ACL's operation. However, to its clients ACL provides ffitermodal transportatlon which includes land transport by road and rail in addition to sea, which implies that ACL arranges complete door-to-door pick-up and delivery of cargo. The land transpartatian is generally purchased as an externat service in an open and competitive market.

A detailed description of ACL's business and market is provided in the seetian "Business and market description"

ORGANISATION Prior to closing of the Offering, the Company is a wholly-owned subsidiary of Rederiaktiebolaget Transatlantic, which in tum is a wholly-owned subsidiary of Bilspedition AB. The Company and its subsidiaries have been fully consolidated into Bilspedition AB's accounts since 1990. The Company is incorporated in Sweden.

ACL is organised as a group with Atlantic Container Line AB as the group parent company. Operations take place partly from the group parent company and parti y from wholly-owned subsidiaries. The operating head quaeter in New Jersey, USA is organised as a branch of the group parent company. The agencies in Sweden, the Nethetlands, Germany and Great Britain are organised as subsidiaries in the respective jurisdictions. All subsidiaries are wholly-owned. The organisation structure is illustrated in the following chart:

13 Atlantic Container Line AB Atlantic Container Une AB

Dormant subsidiaries:

tiantic Container · ne Sweden AB ransallantic Container Management AB ransattantic Container Management KB gency functions tiantic Companion AB

ubsidiaries of-ACL Europe:

cotrans Trading BV cotrans Holland BV

ubsldiaries of ACL Sweden:

tic Container Une Services Ltd.

For the years 1991, 1992, and 1993, the average number of persons employed by ACL has been as follows (including, for 1991, personnel hired by other campanies in the Transatlantic group hut employed in ACL):

Year 1991 1992 1993 Canada 120 37 24 German y 104 104 57 Great Britain 95 88 66 Italy 6 4 2 Mexico 30 27 26 The Netherlands 135 107 95 Sweden 65 40 40 USA 347 176 148 Others 2 2 3 Total average number of emp1oyees 904 585 461

The Company entered into an agreement in 1991 with lnchcape Shipping Services ("ISS"), a company in the lnchcape PLC group, to subcontract part of the agency functions in USA and Canada to ISS with effect from 1992. In connection with the agreement, a large number of employees were transferred to ISS. The effect of this agreement and sales of non-core businesses was a reduction in ACL's number of employees in USA and Canada of approximately 300 persons that year.

The reduction in the total number of employees from 1992 to 1993 was mainly an effect of a general trimming of staff levels in most parts of the organisation.

Crew onboard ACL's ships (with the exception of Atlantic Conveyor) are engaged by Transocean Ship Management AB, a Swedish company which performs ship

Atlantic Container Line AB 14 /

management functions for ACL under contract. Atlantic Conveyor is crewed by Cunard. Transocean Ship Management AB is not related by management or ownership to ACL or to the Bilspedition group.

BOARD AND MANAGEMENT The Directors of the Company are: Olav Rakkenes, Chairman and CEO. Mr Rakkenes has been a director of the Company since April 1989 and has been the chairman of the board since October 1989. He isChairman of the Board of the Trans Atlantic Agreement and Rederiaktiebolaget Transatlantic. Mr Rakkenes has been employed in the Bilspedition group since 1986 and has 30 years of liner shipping experience. Bernhard Ryding, President. Mr Ryding has been the president of the Company and a director since 1991. He has been employed in the Bilspedition group since 1953. Mr Ryding is a director in many group companies. Håkan Larsson. Mr Larsson is the CEO and President of Bilspedition AB, and has been employed in the Bilspedition group since 1971. He is a member of the Board of Directors of B&N, Bylock & Nordsjöfrakt AB, Cool Carriers AB, Frontline AB, Swedish Road Transport Employers' Association, etc. He has been a director since 1990. Thomas Sjöström. Mr Sjöström is the Group Director of Administration of Bilspedition AB, and has been employed in the Bilspedition group since 1975. He is a member of the Board of Directors of several group companies. He has been a director since 1994.

Prior to closing of the Offering, the Artides of Association will be amended so that the maximum number of directors will be six and so that Rederiaktiebolaget Transatlantic will have the right to nominate three directors, including the Chairman, at each general meeting of the shareholders until the ordinary general meeting in 1997.

None of the directors have ownership interests in the Company. For the financial year ended 31 December 1993, the total remuneration (including salaries, pension contributions, and contributions in kind) to the directors amounted to approximately SEK 4,530,000. In addition, the Chairman was compensated from a subsidiary of Rederiaktiebolaget Transatlantic an amount of SEK 1,478,000 for his services in ACL. Such compensation will be borne by ACL in the future.

The Executive Committee of ACL is: Olav Rakkenes (bom 1945), Chief Executive Officer. See description above. Bernhard Ryding (bom 1937), President. See description above. Dan Axel Rosen (bom 1947), Executive Vice President and Chief Financial Officer. Mr Rosen has been employed in ACL since 1990 in his current position. He is a director in the Company's subsidiaries in Europe. He has 25 years of liner shipping experience. Andrew J Abbott (bom 1952), Executive Vice President and VP Trades Management. Mr Abbott has been employed in ACL since 1983 and has been an officer of the company since 1990. He is a director of ACL Europe. He has 17 years of liner shipping experience.

15 Atlantic Container Line AB Conrad DeZego (bom 1940), Executive Vice President and VP Logistics and Marine Operations. Mr DeZego has been employed in ACL since 1990 and has been an officer of the company since 1992. He isChairman of the Board of Global Equipment Management and a director of the board of New York Shipping Association and the Carriers Container Council. He has 25 years of liner shipping experience.

LEGAL DISPUTES ACL is not invalved in any legal disputes, legal judgements, or arbitrations which in the vie w of the Directors may have a material adverse effect on its operations.

Reference is made, however, to the legal proceedings related to the T AA as further described under "Risk factors", and to a tax dispute as further described under "Other financial information".

ENVIRONMENTAL CONCERNS ACL's business has not given rise to significant pollution of the environment. It does carry certain commodities, such as chemicals, which are regulated by various f, national and international eegulatory regimes, and which, in the case of a serious accident, could result in pollution liabilities. The Directors are not aware of any future environmental measures which would in the opinion of the Directors have a material adverse effect on ACL's operations.

With the exception of bunker oil used to fuel the ship engines, ACL's vessels does not carry oil or oil products in bulk. The amount of oil products and other liquid cargoes transported onboard ACL's ships is small and is not deemed by the Directors to cause a pollution risk which could have a material adverse effect on ACL's operations.

The US Oil Pollution Act 1990 ("OPA-90") is designed to proteet US waters from oil pollution, and it establishes strict safety standards related to the prevention of oil spills and imposes extensive Hability for damage resulting from such spills. The requirements related to operation are stricter for tanker vessels than for other types of vessels. The potential Hability related to an oil spill may be unlimited, and may exceed the cover under P&I insurance.

Atlantic Container Line AB 16 BUSINESS AND MARKET DESCRIPTION

ABOUTACL Current service pattern and cooperations The five vessels employed by ACL are used to service the North Atlantic in a sailing pattem with the following rotation (see map below):

Liverpool - Le Havre - Rotterdam - Bremerhaven - Gothenburg - Antwerp - Liverpool - Halifax- New York- Baltimore- Portsmouth- New York- Halifax.

•DUDIUCAll

The ports are called on a fixed schedule which is referred to as the "A" service. The frequency is weekly (i.e., a rotation takes five weeks), and each port has a fixed day of arrival and departure. Some ports (Liverpool, Halifax and New York) are called both on the eastbound and the westbound voyage.

The weekly capacity on the "A" service (corresponding to the capacity onboard each of ACL's vessels) is approximately 1,850 container TEUs, 1,000 RoRo TEUs and 300 cars. Some of the container capacity is exchanged for c apacity onboard other Iines through so-called "slot exchange" or "slot swap" programmes. At present, Hapag-Lloyd has access to 600 TEUs (in exchange for the "B" and "M" services described below) and Mediterranean Shipping Co. has access to 200 TEUs (in exchange for the "D" service). The weekly net capacity for account of ACL in the "A" service is therefore approximately 1,050 container TEUs on top of the 1,000 RoRo TEUs and 300 cars. Out of this capacity', ACL has chartered out 350 TEUs per week in each direction to Polish Ocean Lines at a fixed rate.

In addition to the "A" service, which is provided by the cargo capacity onboard ACL's operated vessels, the slot exchange programmes described above give ACL access to capacity onboard other liner services. This additional capacity provides ACL with service to other ports andfor more Atlantic crossings each week.

Europe- U.S. Atlantic. 450 TEUs weekly exchanged with Hapag-Lloyd. The service, referred to as the "B" service, is operated by Hapag-Lloyd. The service rotation is Antwerp - Bremerhaven - Rotterdam - Thamesport - New York- Norfolk- Savannah - Norfolk-New York.

17 Atlantic Container Line AB Europe - U.S. Atlantic. 200 TEUs weekly exchanged with Mediterranean Shipping Co., referred to as the "D" service. The service rotation is Antwerp - Hamburg - Bremerhaven - Felixstowe - Le Havre - Boston - New York - Wilmington- Baltimore- New York.

Europe - U.S. Gulf. 150 TEUs weekly on U.S. Gulf ports are exchanged with Hapag-Lioyd in a service referred to as the "M" service. The Iine calls ports in Europe (Antwerp, Thamesport, Bremerhaven and Le Havre) and U.S. Gulf (Miami, Houston, New Orleans).

The RoRo/Container concept Since its inception ACL has catered for carrying cars and RoRo cargoes and, over time, this has become an important niche. About 40% of the vessels' cargo capacity is made up of ear and RoRo space. The dedicated ear space is equivalent to approximately 300 TEU, RoRo space to approximately 1,000 TEU, and the container capacity is approximately 1,850 TEU. Adding up this capacity gives a total of approximately 3,150 TEUs, while more often the vessels are described as havinga capacity of 3,100 TEUs.

The RoRo service is designed for shippers whose products are not suited for containerised transportation due to size, weight or configuration. The RoRo alternative provides more flexible handling and eliminates the need for costly dismantling.

The dedicated ear space is made up of the so-called "garage" aft of the bridge. In addition, cars are accommodated on boistable ear decks in the RoRo seetian of the vessels. The boistable decks are highly flexible and may be configured in many ways depending on cargo requirements. A typical configuration is l ,000 cars and 500 TEU of RoRo cargo.

Cars and RoRo cargo are easily driven aboard over the angled stem ramp. This ramp is 12.5m wide, 46m Iong and can take an axle load of up to 80 tons. With special load trailers, pieces of 420 tons have been accommodated. The cargo is simply parked onboard and lashed down. By providing separate ramp systems f within the vessel, RoRo blockstowed cargo and cars can be safely loaded and discharged at the same time without costly delays.

Containers are supported by cell guides on deck which makes lasbing of containers f unnecessary, thereby improving the speed of cargo handling. Some cell guide frames are adjustable so as to give flexibility in the 20ft/40ft configuration.

Organisation and agency setup ACL is grouped into three functional divisions; Trades, Logistics and Marine Operations, and Finance. Two organisation structures are defined; one for the North American operation, which is headed in New Jersey, USA, and one mirror organisation for Europe which is based in Rotterdam in the Netherlands. The functional responsibility for ACL's Europe organisation rests with the corporate head quarter in New Jersey.

The functions performed by local offices can be divided into "front-office" functions, like sales and customer service, and "back-office" functions, like booking, documentation, local operations, logistics, and accounting. ACL has organised these functions differently in North America and Europe.

Atlantic Container Line AB 18 N orth America: All "front-office" personnel are employed by ACL. All "back-office" functions are subcontracted from Inchcape Shipping Services under a contract running from 1991 to 1998.

Europe: The European center in Rotterdam has an overall responsibility for all activities in the European side of the Atlantic. Both "front-offic~" and "back­ office" functions take place from ACL's own agency offices located in most of the ports called by ACL, and from traditional shipping agendes in other ports.

Marketing, pricing and traffic/trade management responsibilities are coordinated through the headquarter in New Jersey and the European center in Rotterdam. The trade management function has the responsibility to optimise ACL's operation by matebing of transportation flows, selection of cargoes based on cargo profitability, and adjustrnents of capacity. Other corporate functions such as PR, planning, fin an c e and accounting are maintained at the headquarter in N e w Jersey.

ACL has obtained quality assurance accreditation in accordance with ISO 9000 for the majority of its offices in Europe, and intends to obtain corresponding certification for the remaining European offices. Similar standards are followed in the US.

Information systems and communication Efficient information systems play a vital role in ACL's liner operation, particularly to provide efficiency and accuracy in document handling. ACL has integrated information technologies into many phases of its operation, both for front-office and back-office functions.

The active use of information systems in ACL is an important part of ACL's rationalisation measures which are airned to increase intemal efficiencies, increase revenues, and reduce costs. Through organisation-wide cargo selectivity systems, cargo flows are matehed and the equipment fleet adjusted accordingly. Emphasis has also been put on efficient reporting systems.

During 1992 ACL upgraded its systems in the U.S., and a similar upgrade is taking place in Europe during 1993 and 1994. The upgrade involves hardware, software, and communication networks. The majority of all workstations within ACL at present are equipped with modem personal computers with capabilities to access electronic mail, documentation, marketing, and fmancial systems. All the sales personnel in North America and Europe are equipped with laptop computers enabling them to access the entire ACL organisation and its systems when travelling.

ACL promotes EDI systerns with eostomers and suppliers, and is an active participant in the U.S. Customs Automated Manifest System ("AMS"). The majority of the ports served by ACL in USA have been, or are expected to be shortly, certified for AMS.

19 Atlantic Container Line AB Customer base and products carried The description of enstomers and products carried is divided into the three classes of cargo; containers, RoRo cargo, and cars. Another useful classification is to look at east- and westbound trades, where there are also appreciable differences.

Containers: The customer base for containerised cargo consists of several thousands of shippers of all sizes and commodity types. In the eastbound direction, the 20 largest enstomers in 1993 accounted for 27% of total eastbound revenue, and include multinational companies such as Cummins Engine, Caterpillar, DuPont, Clark Melroe, lams lntl., Alcoa, P&G Industries, Goodyear, Hoechst Celanese, Ford Motor Company, 3M, and Deere. Important types of cargoes are machinery, chemicals, fibers, forest products, tires, auto parts, engines, frozen fish, pet food, and tobacco.

In the westbound direction, the 20 largest enstomers in 1993 accounted for 27% of total westbound revenue, and include large multinational companies such as Volvo, Caterpillar, Ford Motor Company, Ikea, Cummins Engine, Ovako Steel, Michelin, Uddeholm Tooling, Sandvik, Electrolux, and ICI. Important types of cargoes are auto parts, engines, steel products, tires, chemicals, forest products, fumiture, household appliances, and alcoholic beverages.

RoRo cargo: ACL's RoRo capacity is also marketed to a wide set of customers, with major volumes taken up by large construction and agricultural manufacturers like Caterpillar Tractor, Deere & Co., Ford New Holland, Grove, and Clark Melroe. The cargo consists of tractors, combines, cranes, bulldozers, and loarlers of many types, all of which are towed or driven onto the vessel via the stem ramp. In addition, ACL moves a wide spectrum of oversize and project cargo, including logs and lumber, aircraft wings, turbines, helicopters, tanks, yachts, and railcars.

Cars: ACL's ear capacity is chartered to and exclusively marketed by Wallenius Lines until year 2001, in an agreement whereby Wallenius Lines guarantees the full utilisation of the dedicated ear decks at market rates.

Wallenius Lines is a specialised ear carrier who has contracts with many European and North American automobile manufacturers, and ACL's ear capacity forms an integrated part of Wallenius Lines' own North Atlantic service. ACL's liftings are dominated primarily by Volvo and Jaguar cars in the westbound direction, and by Ford, General Motors, and Chrysler cars in the eastbound direction. ACL also lifts a large amount of tourist cars in both directions as weil as Volvo and tourist cars intercoastally between Canada and the U.S.

Cars are lifted bothon dedicated ear decks (the "garage" of the vessels) and on flexible decks in the general RoRo cargo space.

In Europe, ACL has a strong position in the North of the UK and Seandinavia as a result of being the only liner operator serving these regions by direct calls. These two regions accounted for 60% of ACL's total container volume in 1993 and 55%

Atlantic Container Line AB 20 of all RoRo volume. The remainder is to and from the much larger conlinental Europe market where rate levels tend to be lower.

In North America, Canada accounts for approxirnately 25% of ACL's container volume and the U.S. Mid-West accounts for another approximately 25%. The remainder of the cargo is to and from coastal areas from New York to Houston.

Competition and competitors The competition to ACL's Iine operation can be described by the three classes of cargo; containers, RoRo cargo, and cars.

Containers: There are numerous carriers operating container Iines in the Atlantic. Many of these are, like ACL, members of the T AA. The se include Maersk, Hapag­ Lloyd, and Sea-Land. Other operatars sail outside conferences, including Evergreen, Atlanticargo, and Independent Container Line.

ACL's strategy has been to focus on ports which are not directly served by many other carriers. Because these ports are not served directly, there is not such intense price competition as at higher load ports such as Rotterdam and Bremerhaven.

The liner shipping conferences of which ACL is a member permit cooperation between liner operatars on freight rates and lead to stability in prices.

RoRo : Competition comes prirnarily from ear carrier operators, which are able to compete on rollable and drivable cargo. In the case of project cargo and large oversized pieces, which also account for a substantial part of the cargo onboard ACL's vessels, the main alternatives are monthly services with limited port service or ehartered tonnage.

Up to 1993, one other liner operator with specialised tonnage (Polish Ocean Line) also operated in the North Atlantic market. Since that operator withdrew from providing RoRo services, ACL has been able to increase prices and improve vessel utilisation. In the view of the Directors of ACL, it is unlikely that this operator will recommence RoRo services in the North Atlantic market.

C ars: With the exception of Wallenius, who exclusively markets ACL's ear eapacity, the other large ear operator in the Atlantic market at present is HUAL (Höegh Ugland Auto Liners). However, the ear carrier market in general is a relatively competitive market.

THE NORTH ATLANTIC LINER TRADE In its main U.S. and Canadian trades, ACL has elected to be a member of liner shipping conferences which primarily relate to container transportation. Such conferences may be described as pricing organisations with antitrust immunity. The Canadian conference is camposed of six of the largest carriers. The eonference in the U.S.-Europe trade is called the Transatlantic Agreement ("TAA"), and consists of 15 of the largest earriers.

21 Atlantic Contalner Line AB The liner conferences provide their members with a forum for cooperation on freight rates and other conditions of carriage, and also on the regulation of the availablility of capacity. Bach conference member also bas the right of "independent action" to set their unique prices for specific commodities. In the case of ACL, freight rates for RoRo cargo are set independently, taking into account handling costs, competition, and supply and demand factors.

Subject to certain conditions, liner conferences are permitted under Canadian, US, and EC law. The TAA conference has, however, become subject to legal proceedings from US and EC authorities. This is further described under "Risk factors".

U.S. law requires that all tariff rates and contract terms for most commodities rnaving via U.S. ports be filed with the FMC and be open to public scrutiny. As a result there is generally no pricing confidentiality in any U.S. trade.

DESCRIPTION OF REVENUES AND OPERATING COSTS Liner shipping differs substantially from tramp shipping in several aspects which have effects on operations, revenues, and costs. ACL's operations involve vessels sailing in a fixed-port rotation with fixed-day schedules, and the vessels carry at all times a multitude of cargoes for several customers. This operation invalves scheduling and logistics to ensure that each piece of cargo is available at the time when the vessels call each port. In addition, since ACL is often responsible for land transportatio n at one or both ends of the voyage, additionallogistics functions are required.

Revenues The majority of ACL's revenues are earned in US dollars. Total revenues are determined by rate levels and cargo volumes for each type of cargo.

ACL's container space, which accounts for approximately 60% of the vessels' capacity, bad a capacity utilisation in 1993 of about 80% and a utilisatlon of abmit 90% has been obtained in the first six months of 1994. The difference in utilisation between westbound and eastbound trade is small. Rates are determined on an annual basis by the liner conference TAA (see separate description above), which has succeeded in increasing prices both in 1993 and 1994. The following chart illustrates, in the form of an index, how ACL's container rates have developed for westbound and eastbound trades in the North Atlantic for the years from 1984 to 1993. Rates for RoRo cargo have been considerably more stable.

Container freight rate index

120 .. . .. 100 ...... 80 ...... - 60 ------. -...... 40 ------20 o 1984 1985 1986 1987 1988 1989 1990 1991 1992 1993

l····· Westbound --Eastbound J

Atlantic Container Line AB 22 ACL's RoRo and ear decks, which account for approximately 40% of the vessels' capacity, had a capacity utilisation in 1993 of approximately 70%. The utilisation has increased to over 75% in the first half year of 1994. Utilisation rates are higher in westbound than eastbound direction.

Operating costs ACL's operating costs in 1993 (including depreciation) were distributed into categories as follows: Commissions (4%). This is a direct volume-related cost element. Terminal costs (28%). Includes stevedoring and rent of terminal space. This is a volume-related cost element. Net transport costs (7%). The costs for transporting laden equipment between the ocean port and its origin or destination. This is a volume-related cost element. Positioning (4%). The costs for positioning empty equipment (containers, chassis, etc.) between continents, between countries, within countries, and between ports. This is a volume-related cost element. Equipment costs (11%). The costs related to cargo carrying equipment; i.e. capita! costs, maintenance and repair, storage, and tracking costs. In the short term, this cost element is relatively fixed, while it is volume-related in the longer term. System costs (26% ). The costs for operating a vessel system; i. e. vessel capita!, vessel operation, bunkers, and port eaU costs. This cost element is regarded as a fixed element, although certain elements (like bunkers) vary with market conditions. Administration and back-:office (20% ). Includes all agency costs. This is regarded as a fixed cost element.

In comparison with shipping companies which operate in tramp shipping segments, ACL has higher costs related to administration, sales, enstomer service, computer systems and communication, equipment, and cargo handling.

Approximately 50% of ACL's operating costs are incurred in US dollars. The remaining 50% is distributed between various European currencies.

FUTURE DEVELOPMENT Demand for transportation of containers, RoRo cargo and cars mainly relies on the volume of general trade between the involved regions. Trade volumes, in tum, tend to be related to economic eyeles and growth pattems. The development in container transportation volumes over the years since 1985 is illustrated in the chart below.

23 Atlantic Container Line AB North Atlantic container transpartatian

2.5 2.4 ::3 2.3 / ~ 2.2 _..- / 2.1 ...... ~ 2 ~ -- 1.9 1.8 1985 1986 1987 1988 1989 1990 1991 1992 1993

The chart below illustrates how growth rates in transportation volurnes have correlated with growth rates in OECD economies over a longer perspective.

8 .. ' 6 .. -...... 4 -5 il: 2 ~ o bl< -2 -4 ' . -6

l· · · · · General cargo trade --OECD GDP

Many economic forecasts indicate a period of growth both in US and EU economies. The effect on transportation is Iikely to be positive, as both regions rely on imported goods both for industrial and consumer purposes. In the view of the Directors, volume growth is Iikely to be higher in the westbound direction for the next 1-2 years, by which time growth in EU economies is Iikely to cause eastbound volornes to increase. In· addition, demand for industrial products suited for RoRo shipments into Eastem Europe is expected to add to trade growth in the eastbound direction.

Atlantic Container Line AB 24 FINANCIAL INFORMATION

ACCOUNTS 1990-1993 AND FIRST HALF YEAR 1994 The summary accounts below are based on the audited consolidated accounts for the years 1990, 1991, 1992, and 1993, and on the reviewed Consolidated accounts for the first half year of 1994. The accounts have been recalculated with respect to the following changes in accounting polides which have been applied retrospectively:

A new recommendation from the Swedish Financial Accounting Standards Council, regarding extraordinary items and disclosures for comparability purposes, will be adopted in 1994.

Provided completion of the Offering, the International Accounting Standard regarding Accounting for Leases (IAS 17) will be adopted.

Further information on the accounting policies applied and the effects on the equity of the changed accounting policies are described in Appendix 5 "Swedish Accounting Practice".

The ac.counts for 1993 with notes thereto, as well as profit and loss statements and balance sheets for the years 1990 to 1992, are included as Appendix 4.

Profit and loss statements Period ended 31 Dec. 31 Dec. 31 Dec. 31 Dec. 30June 1990 1991 1992 1993 1994 Y ear Year Year Y ear Half-year SEK million audited audited audited audited review ed Operating income 2,459 2,024 1,755 2,136 1,235 Operating expenses etc. -2,223 -2,027 -2,024 -1,870 -1,039 Depreciation -171 -158 -159 -164 -74 Operating profit/loss 65 -161 -428 102 122

Interest income 50 14 5 20 15 Interest expenses -153 -157 -204 -259 -91 Exchange differences +34 +14 -10 -56 -2 Profit/loss arter ftnancial items -4 -290 -637 -193 44

Shareholder's dividend/contributlon +l -88 +278 +175 Taxe s +2 +210 +18 +9 + l Net profit/loss -1 -168 -341 -9 45

25 Atlantic Container Line AB Balance sheets 31 Dec. 31 Dec. 31 Dec. 31 Dec. 30 J une 1990 1991 1992 1993 1994 SEKmillion audited audited audited audited reviewed Cash and investments 16 3 54 49 57 Other current assets 364 320 417 228 240 Intercompany receivables 547 219 392 415 144 Ships 1,778 1,685 1,592 1,498 1,451 Other fixed assets 462 582 395 238 245 Total assets 3,167 2,809 2,850 2,428 2,137

Current liabilities 416 451 610 421 387 Intercompany liabilities 6 43 532 220 215 Long-term liabilities 2,172 1,910 1,663 1,750 1,453 Shareholders' equity 573 405 45 37 82 Totalliabilities and equity 3,167 2,809 2,850 2,428 2,137

COMMENTS TO THE YEARS 1990·1993 AND THE FIRST HALF YEAR 1994 1990: The ACL key markets such as USA, UK and Seandinavia were suffering from a recession, leading to a general business decline durlog the year. The US dollar softened substantially versus European currencies.

For ACL the year was also characterised by a major restructuring and tumaround program. Organisational change programs were initiated and the earparate headquarter of approximately 100 people in the UK was closed. The headquarter was rnaved to the USA and most positions were replaced. Major eost-entting programmes were initiated within logistics and through re-negotiations of contracts. Non-care assets were sold and the equipment fleet was reduced.

The average revenue per lifted TEU (including RoRo and cars) was stable from 1989 to 1990, mainly due to improved RoRo rates since container rates deteriorated. Revenues from the westbound container traffic deteriorated by about 4%. Capacity utilisation was 74%, on par with 1989. Reductions of logistical costs, administration and overheads bad a significant positive impact on the result.

The reported result after fmancial items of SEK -4 million included net one-time effects as follows:

Disposal, transfer and sale of assets SEK + 160 million One-time cost items for restruetuting SEK -136 million N et one-time effects SEK +24 million

1991: Trade conditions in ACL's care markets were weak durlog the year, eausing detenarating freight rates and an unfavourable cargo mix. The recession in the USA ended, bu t little economic growth was experienced durin g the y ear. The recession contioned in Europe and invalved Germany, BeNeLux and France in addition to the UK and Scandinavia. Trade volornes in the North Atlantic dropped more than 15% during the seeond half of the year, leading to a freight war with a significant rate erosion.

ACL contioned its reorganisation and sales of non-care assets. An agreement was made to outsource the North American back-office functions, invalving the transfer of approximately 150 persons from ACL. A new sailing pattern to the US

Atlantic Container Line AB 26 Gulf was established and two container vessels (Gulf Speed and Gulf Spirit) with a total capacity of 3,000 TEUs were phased out.

ACL reduced its capacity by 5%, hut liftings dropped similarly and ACL maintained a capacity utilisation of 75%. During the year, RoRo and ear rates came under pressure and the average revenue per lifted TEU dropped by 16%. Revenues fell more than costs and the operating margin turned negative. Accordingly, the result after financial items dropped to SEK -290 million. The reported result after financial items included net one-time effects as follows:

Disposal, transfer and sale of assets SEK +155 million One-time cost items for restruetuting SEK -91 million N et one-time effects SEK +64 million

1992: Over-capacity and a continued freight war prevailed in the North American trade. The weak US dollar and a growing recession in Europe was changing the imbalance of the cargo flows to a dominant eastbound trade. During the year, the Transatlantic Agreement (TAA) was initiated by 11 major carriers in the trade. TAA has later been exteoded to 15 carriers. TAA discussions during the year helped to stabilise rates and prevent futther erosion in the US trades hut the Canadian trade bad a weak development.

ACL continued its tonnage rationalisation and extended its service on the US East Coast through an additional slot swapping agreement. ACL also took over European agencies in the UK and Seandinavia which previously had been owned by its paren t company.

The average rate per TEU remained unchanged from 1991. ACL reduced its capacity by 6%, but still experienced a drop in capacity utilisarlon to 72% due to a reduced market volume. Consequently the negative operating margin detoriated further and the result after financial items dropped to SEK -637 million. The reported result after financial items included net one-time effects as follows:

One-time cost items for restruetuting SEK -34 million One-time wtite down of assets SEK -40 million Adjustment for aecounting of intemal interest SEK -16 million Net one-time effects SEK -90 million

1993: A strengthening US dollar, growth in the US economy, and improved economic growth in the UK turned the trading pattem from being eastbound dominated to being westbound dominated. The TAA implemented its first year of rate improvements on container cargo. Lower oil prices contributed to lower ship operating costs. The major competitor on RoRo cargo withdrew its tonnage from the North Atlantic trade, which enabled rate iDereases for RoRo cargo.

ACL's US West Coast traffic was terminated and the Canadian service was streamlined over one port, Halifax. In Europe, the recently acquired agendes were restructured and streamlined. The agency offices in the Netherlands and Germany were transferred from ACL's parent company and were restructured and rationalised.

27 Atlantic Container Line AB ACL reduced its capacity by 19%, being the total effect of the West Coast termination, the changes in the Canadian trade and a new slot charter. The capacity utilisation increased to 79%. The TAA rate increase for containers was on average about 15%, while the overall rate improvement for ACL was lower due to ACL's trade portfolio. Higher rates, better utilisation, and lower costs gave a positive operating margin. The result after financial items improved to SEK -193 million. The reported result after financial items included net one-time effects as follows:

One-time cost items for restructuring SEK -62 million Adjustment for accounting of intemal interest SEK -38 million N et one-time effects SEK -l00 million

First half year 1994: The total tumover of SEK 1,235 million includes revenues for inland, slots, and charters amounting to SEK 257 million. Prior to 1994 revenues of this kind have been classified as cost recoveries.

The eecnornie situation in ACL's main markets in Europe continued to improve and the US economy was stable. TAA implemented rate increases for containers of approximately 5%. Container utilisation was approximately 90% in both directions. Increased RoRo liftings were experienced both from the UK and Scandinavia, and the RoRo utilisation was approximately 100% in the westbound direction and 70% in the eastbound direction.

In addition to the rate increases, positive contributions also came from improved cargo mix, cargo matching, and continued rationalisation. The result after financial items was SEK 44 million. No one-time effects have been recorded for the period, and the operation in the period has not given rise to one-time effects which will be included for the remaining part of the fiscal year.

SHIP FINANCING The description of the ship fmancing below presupposes certain transactions which will take place between ACL and campanies in the Bilspedition group upon closing of the Offering. See "Relations to Bilspedition".

Financing by Svensk Export Kredit Debt financing of the three vessels "Atlantic Compass", "Atlantic Concert", and "Atlantic Companion" is arranged though the Swedish govemment financing agency Svensk Export Kredit. The debt is secured by first priority mortgage on the three vessels to another Swedish govemment agency, Riksgäldskontoret (through Svenska Handelsbanken as trustee), and by guarantees from Rederiaktiebolaget Transatlantic and Bilspedition AB to Riksgäldskontoret. The debts expire in 1999 and have an average interest rate (including fees) of 8.52% p.a.

Prior to closing of the Offering, the total debt financing on the three vessels is approximately USD 115.5 million, corresponding to approximately USD 38.5 million per vesseL

ACL is negotiating agreements with Svensk Export Kredit and Riksgäldskontoret whereby, upon closing of the Offering, the debt will be paid down with a total of USD 20 million. In addition, a scheduled payment of approximately USD 5.3 million will take place in September 1994, whereafter the total debt financing on

Atlantic Container Line AB 28 the three vessels will be approximately USD 90.2 million, corresponding to approximately USD 30.1 million per vesseL The debt will be secured by first priority m ortgage on the three vessels and by bank guarantees of USD l O million per vesseL The present guarantees given by Rederiaktiebolaget Transatlantic and Bilspedition AB will be lifted.

Following the amortisation as described above, the repayment schedule for the fmancing of the three ships is expected to be as follows:

Year Debt repayrnent (USD mill.) Remairung debt (USD mill.) 1995 15.5 74.7 1996 16.8 57.9 1997 18.0 39.9 1998 19.2 20.7 1999 20.7 0.0 Total; 90.2 0.0

Long-term charter parties The two vessels "Atlantic Conveyor" and "Atlantic Cartier" are chartered in from Cunard and CGM respectively. Both charter parties run until the end of year 2000, at which time ACL has options to purchase the vessels at a price of USD 20 million per vesseL The purchase options may also be exercised earlier at prices which relate to the outstanding charter commitments. The total annual bareboat chartenates for the two vessels are approximately USD 12.6 millon.

Reported amounts The ships' financing is designated as a hedge of the currency risk related to the ships, and is accordingly reported using the exchange rate at the date of the acquisition of the ships (6.36 SEK/USD). Reference is made to Appendix 5. As per 30 J une 1994 the ships's financing can be specified as follows:

Average Short-term Long-term Total interest rate Ship loans (USD million) 17.6 97.9 115.5 8.52% Charter party obligations (USD million) 4.9 78.7 83.6 10.00% Total (USD million) 22.5 176.6 199.1 9.14% Reported amounts (SEK million) 143 1,123 1,266

The ships' financing represents a total unrealised exchange loss, based on a currency rate of 7.74 SEKIUSD, of approximately SEK 275 million. In accorance with the Company's accounting practice, the exchange losses are recognised as expenses concurrently with the amortisations. Accordingly, the extra amortisation of USD 20 million which takes place upon closing of the Offering will give rise to an exchange loss of approximately SEK 28 million. This loss will be recognised in the 1994 accounts. This effect has been taken into account in the proforma balance sheet on page 11.

OTHER FINANCIAL INFORMATION Other liabilities ACL will have a Hability towards Transatlantic in the amount of SEK 111 million. The debt will be interest-hearing at 7.25% and shall be paid down with SEK 24 million in each of the years 1995, 1996, and 1997, and with SEK 39 million in 1998.

29 Atlantic Container Line AB Retirement benelit obligations Provisions for future pensions are included as long-term liabilities in ACL's consolidated balance sheet as per 30 June 1994 with a total of SEK 56.1 million. ACL has employees primarily in the United States, the Netherlands, Germany, Great Britain, and Sweden. Pension arrangements are different from country to country, and a general description of the accounting methods utilised is included in Appendix 5. The following provides a selection of information about the plans in each respective country.

Employees of ACL in the United States are provided pension benefits through a defined benefit plan. As employees retire, annuities are purchased on their behalf and such employees are released from the plan with no further obligation to ACL. Pension liabilities are actuarially-determined. Assuming a discount rate of 7.5% and a rate of increase in compensation levels of 5.5%, the actuarially-determined Hability for U.S. financialreporting purposes was USD 14.5 million as of 30 June 1994. Plan assets as of 30 June 1994 totalled USD 14.6 million. Utilising a method other than that presenbed by U.S. accounting standards, ACL records benefit expense only when contributions are made to the plan. Accordingly, there • are no recorded assets or liabilities with respect to the plan. As the plan has been sufficiently funded in recent years, no contributions have been required by the Company in those years.

In addition to the pension plan, certain employees in the United States participate in a deferred compensation plan which is funded on a discretionary basis. Plan assets and the resulting Hability of this plan are recorded on the balance sheet, both with a value of approximately SEK 8 million as of 30 June 1994. ACL also provides health benefits after retirement for certain employees. The calculated Hability recorded on the group balance sheet was approximately SEK 24 million as of 30 June 1994.

In Sweden, Great Britain and the Netherlands pension obligations are generally funded through defined contribution plans by payments to independent insurance campanies as a percentage of employee salaries.

In excess of the normal pension obligations in the Netherlands described above, ACL has recorded a liability for pension benefits related to early retirements in connection with the restruetuting of ACL Europe. This unfunded Hability is recorded in the balance sheet at approximately SEK 32 million as of 30 June 1994. The Company is obliged to cover inflation, which is considered in the calculation .of the Hability.

In Germany employees are provided pension benefits through an unfunded defined benefit plan. The recorded Hability relating to the plan, calculated on the assumption of a discount rate of 6%, totalled approximately SEK 16 million as of 30 June 1994. For employees hired after l January 1985, the pension obligations are funded through a defined contribution plan.

In the view of the Company, there are no significant unrecorded net liabilities with respect to pensions or other retirement benefit obligations.

Set forth in the table below is the number of persons include in retirement benefit plans:

Atlantic Container Line AB 30 Country Active employees Inactive and retired employees German y 23 17 Great Britain 62 The Netherlands 79 67 Sweden 44 USA 145 252 Total 353 336

Carry-forward tax losses The Company has made losses in the past which, in accordance with_Swedish tax law, may be offset against profits for an unlimited period (with certain exceptions as described in Appendix 7). The remaining losses are SEK 411 million.

Swedish tax authorities claim that the taxable income for 1988 should be increased by SEK 169 million. If the court would decide in accordance with the authorities' claim, the carry-forward tax losses available atthat time (SEK 83 million) would be consumed, and the remaining losses would accordingly be reduced to SEK 328 million.

Furthermore, in that case, tax upon a taxable income of SEK 86 million would have to be paid. The Company's present shareholder, Rederiaktiebolaget Transatlantic, has bound itself to compensate the Company for such a tax charge.

Capital investment Total capital investment over the last four years has been as follows (excluding transactions for ships, investments by acquisition of subsidiaries and initial investments and dispasals at the time of incorporating the ACL operation in the Company):

SEK million 1990 1991 1992 1993 Capital investment 25.6 51.6 35.0 17.2 Sale of fixed assets 2.1 8.5 8.4 83.4

The Directors do not foresee major investments orsale of fixedassets during 1994 or 1995. However, the Directors are continuously evaluating the option arrangements for the purchase of the two chartered vessels "Atlantic Conveyor" and "Atlantic Cartier" and may, if the vessels can be acquired at prices deemed to be favourable and if adequate financing can be obtained, consider the acquisition of one or both of these vessels as an alternative to the present long-term charters.

All five vessels have been drydocked during June and July 1994 at a cost of approximately USD 500,000 per vesseL

It is expected that investments in containers, trailers, and chassis will be low in 1994 and 1995, but that normal annual replacement investments in such equipment will be approximately USD 4-5 million.

lovestments in computer and software systems amount to approximately USD l million annually.

31 Atlantic Container Line AB Contingent tiabillties ACL has a contiogent tiability related to its operations in the port of New Y ork. ACL is a member of the New York Shipping Association (NYSA) and has according to an old contract with the other NYSA members, a contiogent Hability with respect to the International Longshoremens Associations pension plan. If ACL transfers all the New York port cargo to another port in USA an amount of approximately USD 16 million will become payable.

lnsurance arrangements ACL has always airned to maintain adequate insurance coverage against loss and damage to its property and cargo and against liabilities which may be incurred in connection with its operations.

ACL has arranged for the insurance of its three owned vessels in Iine with standard industry practice. The Directors believe that the current insurance arrangements are adequate for the insurance of the vessels. For each vessel, hull and machinery insurance has been taken out with USD 33,400,000, hull interest insurance has been taken out with USD 16,600,000, and war risk insurance has been taken out with USD 50,000,000. Mutual protection and indemnity insurance ("P&I"), which covers the legal Hability of ACL as shipowners, has been taken out with the UK Club. No loss of hire insurance has been taken out.

Insurance of cargo has been taken out as a cargo P&I insurance with The TT-Club.

In addition, ACL has several corporate insurance arrangements, including a general property insurance, employer insurance, management and board liability insurance, and insurances against crime against property.

Dividends ACL intends to pay dividends which will reflect the Company's profits while taking into account capita! requirements. lt is the intention to have dividends at least four times covered by retained profit for the fmancial year.

Auditors The auditors to the Company are Caisa Drefeldt and Gunnar Hjalmarsson, both of Coopers & Lybrand, Gothenburg.

Atlantic Container Line AB 32 RISK FACTORS

In addition to the other information in this offering circular, prospective investors should carefully consicler the following factors in evaluating the Company and its business before subsenbing for Shares:

The Offering is made in the context of a further recovery in rates in the North Atlantic freight markets.

The North Atlantic freight markets have in the past been characterised by a significant overcapacity which has bad an adverse effect on freight rates. There can be no assurance that there will be a more favourable balance between capacity and demand in the future.

ACL is a member of two liner conferences in its trades. One of the liner conferences, the TAA, is subject to investigations by US and EC authorities as described bel ow. This may le ad to c hanges in the form of cooperation between operatars in the trade, and may cause increased competition. In case of violatians of US or EC law, fines may also be imposed on TAA or its members.

The TAA has become effective pursuant to the U.S. Shipping Act of 1984 (the "1984 Act"). The US administrative agency which oversees the 1984 Act, the Federal Maritime Commission ("FMC"), has recently instituted a nonadjudicatory fact fmding investigation to look into a number of possible violatians of the 1984 Act. The FMC has indicated that the purpose of the proceeding is to evaluate certain allegations made against T AA by shippers and shipper groups as well as allegations based on FMC staff information. A report is scheduled to be issued by the fact finding officer by the end of January 1995, which will be evaluated by the FMC to determine if there is a basis for subsequent adjudicatory, injunctive, or assessment proceedings.

Legal proceedings have also been initiated by the European Commission against the TAA following complaints byshippers in Europe. In its statement of objections of December 1993, the Commission allege infringement of the EC Treaty Artide 85(1) (anti competitive agreements or arrangements) and Artide 86 (abuse of dominant position). The Commission has stated in the statement of objections that it envisages the possibility of fines only as regards three alleged abuses of dominant position. The Competition Commissioner Karel Van Miert is however reporled to have stated that no fines would be imposed on the T AA parties.

In parallel with the formal proceedings, the TAA parties have engaged in informal discussions with the Commission with a view to introducing amendments to TAA that would permit the Commission to grant an individual exemption to such an amended agreement. A revised agreement entitled the Trans-Atlantic Conference Agreement ("TACA") was notified for individual exemption on 5 July 1994. The Commission is following normal procedures to assess whether the revised agreement is compatible with EC law or whether any further revision might be made. In respect of the existing TAA, the Commission has indicated that it will continue with the formal proceedings leading to a äecision.

33 Atlantic Container Line AB The North Atlantic freight market isopen to new entrants, particularly within container trades. The effect of such entrants could be that additional capacity was entered into the market and possibly that such capacity would be traded outside of freight conferences.

A recession in any part of the world, or the imposition of trade barriers, may reduce demand for such transpartatian services as ACL provides.

ACL currently owns and operates vessels which are specialised, bothin terms of cargoes and trading patterns. No active seeond-hand market exists for this elass of vessels.

The nature of ACL's operations is subject to various inherent risks from accidents and pollution. The Directors believe that ACL's insurance cover is appropriate to insure it against normal and foreseeable risks. However, such insurance cover may not be sufficient to proteet ACL from all the risks of its operations or against hability from consequences of operating accidents.

A significant proportion of ACL's expenses are incurred in non-US dollar currencies while its income is primarily denominated in US dollars. A sustained period of mismatch could adversely affect ACL's profitability and its net assets.

Atlantic Container Line AB 34 RELA TIONS TO BILSPEDITION

ACL has been a part of the Bilspedition group since 1990, when the Bilspedition group ("Bilspedition") gained control over the liner service Atlantic Container Line and reorganised the liner operation under the Company. The Company has been wholly-owned by Rederiaktiebolaget Transatlantic ("Transatlantic"), a wholly-owned subsidiary of Bilspedition AB.

The description of ACL's fleet in this Offering Circular presupposes certain transactions which will take place between ACL and Bilspedition upon closing of the Offering. None of the transactions will give rise to profit or loss to ACL.

The vessel Atlantic Companion, which is owned by Transatlantic and presently chartered by ACL, will be acquired by ACL and the charter party will be terminated. In connection with the acquisition, ACL will also take over the financing arrangements relating to the vesseL

ACL presently has chartered in two container vessels, the Gulf Speed and Gulf Spirit, on long-term charters with purchase options. The vessels are chartered out on shorter-term charters. As these vessels are not related to ACL' s liner service, arrangements have been made to transfer the charter parties to Transatlantic. Transatlantic will also acquire the options to purchase the two vessels.

Following closing of the Offering, ACL will have the following relations to Bilspedition:

Transatlantic will own approximately 17% of the share capital of the Company.

At each general meeting of shareholders until the general meeting held 1997, Bilspedition will have the right to appoint three of the six directors, including the Chairman of the Board.

ACL will have a Hability towards Transatlantic in the amount of SEK 111 million. The debt will be interest-hearing at 7.25% and shall be paid down with SEK 24 million in each of the years 1995, 1996, and 1997, and with SEK 39 million in 1998.

The charter party regarding "Atlantic Conveyor" is formally an agreement between the owner and Transatlantic, and Transatlantic is liable towards the owner for the fulfilment of the commitments under the charter party. The charter party is also guaranteed towards the owner by Bilspedition. Under an agreement between ACL and Transatlantic, ACL shall enjoy all rights and liabilities under the charter party as the de facto charterer.

The charter party regarding "Atlantic Cartier" is guaranteed towards the owner by Transatlantic.

Transatlantic and ACL are both shareholders in Global Equipment Management ("GEM"), a company which administers ACL's container equipment. Although intemal rules in GEM prohibit transfer of

35 Atlantic Container Line AB Transatlantic's shares to ACL, agreements have been made between Transatlantic and ACL whereby ACL will be the de facto owner of GEM. A decision has been made to terminate GEM by the end of 1994, and ACL will thereafter take over the administration of its equipment.

Transatlantic provides a financial guarantee for ACL's fulfilment of contract obligations towards lnchcape Shipping Service in the amount of approximately USD 5 million.

Swedish tax authorities claim that taxable income for 1988 should be increased. Transatlantic has undertaken to compensate the Company for tax payable in case of the court's decision according to the authorities' claim.

Atlantic Container Line AB 36 SHARE CAP/TAL AND SHAREHOLDER INFORMATION

SHARE CAPITAL Prior to ciasing of the Offering, the issued share capital of the Company is SEK 50,000,000 divided inta 1,000,000 Shares of SEK 50 each. In accordance with the Company's Articles of Association, the share capital of the Company shall be a minimum of SEK 50,000,000 and a maximum of SEK 200,000,000 divided into Shares of SEK 50 each. Up to 5,000,000 Shares of SEK 50 will be issued in the Offering, and the total issued share capital following closing of the Offering will then be up to SEK 300,000,000 divided into up to 6,000,000 Shares of SEK 50 each. In addition, the Company has given the Manager a right to subscribe for up to 500,000 additional Shares on or before 23 September 1994. No resolutions have been made to issue forther shares. Likewise, the Company does not have an y convertible loans or other obligations to issue forther shares. On 8 June 1994 the issued share capital of the Company was reduced from SEK 100,000,000 to SEK 50,000,000 by transferring SEK 50,000,000 to the statutory reserve. No other changes have been made to the Company's share capital during the last three years. ISSUE OF NEW SHARES A resolution to increase the share capital by issuing new shares must generally be adopted by a shareholders' meeting. If the share capital after the new issue will exceed the maximum share capital set forth in the Company's Articles of Association, a resolution to amend the Articles of Association by increasing the maximum share capital must first be adopted. Such a resolution requires a two third majority. A resolution to increase the share capital by a new issue of shares can be passed by a simple majority vote. The general meeting of shareholders may authorise the board of directors to decide on a new issue where this can be effected without an amendment of the Artides of Association. The authorisation shall specify the period within which the board's decision must be taken; this period of time may not extend beyond the next annual general meeting of shareholders. Such authorisation can be resolved by a simple majority vote. Moreover, the board of directors may decide on a new issue subject to approval of the general meeting of shareholders within one year from the board's decision. The general meeting's approval requires the same majority as a resolution to make a new issue. PRE-EMPTIVE RIGHTS Under Swedish law, existing shareholders have a preferential right to subscribe for the shares in the Company in relation to the shares they already own in connection with a new issue where the shares shall be paid for in cash or in connection with a bonus issue. The general meeting of shareholders may, however, resolve by a simple majority vote that the shareholders' preferential right shall not apply. The same applies in connection with issues of debt instruments for consideration in cash, where the shareholders shall have a preferential right of subscription as if the issue invalved the shares which may replace the debt instruments or which may be subsedbed for on account of a right of option.

37 Atlantic Container Line AB With effect from l January 1995, Swedish law will require a two third majority decision in a general meeting for a resolution to disapply the shareholders' preferential rights in connection with an issue. RESTRICTION ON OWNERSHIP OF SHARES Neither Swedish law nor the Company's Artides of Association contain any restrictions on the ownership or transferability of the Shares. RIGHTS UPON WINDING-UPAND LIQUIDATION The Shares will rank pari passu in all respects. BOARD OF DIRECTORS Information about the Company' s Board ofDirectors is given on page 15. LISTING OF THE SHARES An application will be made to list the whole of the issued share capital of the Company on the SMB list on the Oslo Stock Exchange. lt is expected that dealings in the Shares will commence on or about 13 September 1994. The round Iot accepted for trading is expected to initially consist of 100 Shares. The Shares are not Iisted on any other stock exchange. REGISTRATION OF THE SHARES In Sweden, Värdepapperscentralen AB ("VPC") maintains a computerised share registration system (the "VPC system"). Subject to listing, the Company's Shares will be registered with VPC. For campanies which have registered their shares in the VPC system, share certificates are not issued. Legal title to such shares is obtained through registration with VPC or notification to an authorised nominee who is registrered as nominee for the shares in the share register kept by VPC. Under Swedish law, the authorisation to act as a nominee maybegiven to banks or seeurities institutions. Under Norwegian law , shares which are traded on the Oslo Stock Exchange must be registered in the computerised share registration system (the "VPS system") kept by Verdipapirsentralen ("VPS"). For this reason, a sub-register with VPS will be established for the Shares when the Company is listed on the Oslo Stock Q Exchange. Shares not registered in the sub-register kept by VPS cannot be traded · on the Oslo Stock Exchange. In order to achieve compatibility between the requirements under Swedish law and the VPS system, the following arrangement has been proposed agreed between the Company and Den norske Bank A/S ("DnB"). DnB shall act as operator of the Company's share account in the VPS system and shall enter subseribers who become shareholders in the VPS system. For the purpose of Swedish law, DnB shall hold all shares registered in the VPS system as nominee for the relevant investors and DnB shall appoint skandinaviska Enskilda Banken as authorised nominee for such Shares in the VPC system. Shares cannot be registered in the VPS system unless DnB is appointed as norninee for the Shares, and shareholders who are registered in VPS shall be deemed to have DnB as their nominee. A shareholder who has appointed DnB as norninee for its shares may at any time demand that it shall be registeredas owner in the VPC register. In order to effect such entries, the shareholder must establish one or several share accounts with Swedish Account-Operating lostitutes (kontoförande institut). If a shareholder is registered as owner in the VPC system, its Shares cannot be traded on the Oslo Stock Exchange. As regards temporary registration in the VPC system in order to

Atlantic Container Line AB 38 attend a shareholders' meeting, see page 41 below. The transfer of shares from the VPS system may in principle require the permission of the Norwegian Ministry of Finance. Such rules have been proposed amended. Investors registered as owners of Shares in the VPS system will be entitled to, through DnB as their nominee, receive dividends and all other rigths pertaining to the Shares. As regards the right to participale in shareholders' meetings and to exercise the voting rights attaching to the Shares, see page 41 below. Under the VPS registration system all shareholders who have a Norwegian address andfor have supplied the VPS with details of their Norwegian bank account will re2eive dividends converted to Norwegian kroner. This will also apply to foreign banks who have sopplied VPS with details of their LORO account with a Norwegian bank. Shareholders who have a non-Norwegian address and who have not sopplied VPS with details of a Norwegian bank account will receive dividends in the currency of their state of residency. TRANSFER OF SHARES AND THE VPS SYSTEM The VPS confinns each book entry by sending a transcript to the registered shareholder irrespective of the shares' beneftcial ownership. In order to effect such entries, the individual shareholder must establish a VPS account with a Norwegian account agent. Norwegian banks, the Bank of Norway, authorised seeurities brokers in Norway, and accredited entities with main office in a state which is member of the EEA are authorised to act as agents. Under Swedish law, DnB will be the registered holder of the Shares registered in VPS and investors appearing in VPS as owners of such Shares will need to enforce their rights against the Company through DnB. VPS is strictly Iiable for any loss suffered as a result of faulty eegistration in the VPS system or the amending or deletion of rights in respect of registered securities, except in the event of contributory negligence on the part of the aggrieved party. Under Norwegian law, any acquisition of Shares which are stocklisted in Norway must be registered with VPS and any such transfer of Shares will be evidenced by written confirmatian to each party. In practice, the evidence of shareholding through the VPS system is the only formality required in order to acquire and sell Shares over the Oslo Stock Exchange. \..._;lA J v-. +:;·..... L'--y· r-· REPORTABLE SECURITY TRADING J ~r--~ "A~ ~: ~-..~w.:. Under Swedish law, any shareholder who through an acquisition becomes owner of Shares (including shares of certain closely-related persons) representing a nomber of votes in the Company equal to or greater than the limits 10%, 20%, 33 l/3%, 50% or 66 2/3% of the total number of votes in the Company, must report his acquisition to the Company and the Swedish Financial Supervisory Authority (Finansinspektionen) in writing within seven days from the acquisition. The same applies if the number of votes represented by the total shareholding after a transfer falls below any of these limits. As closely related persons shall be considered: l. campanies within the same group as the acquirer or transferor, 2. any person holding shares in the Company on the acquirer's or transferor's l beh alf, ~-

39 Atlantic Container Line AB 3. any person who has concluded a written agreement with the acquirer or transferor to adopt a lasting common policy towards the management of this Company by concerted exercise of the voting rights, 4. any person, in respect of whose shares the acquirer or transferor has been permitted or will be permitted the use of voting rights, 5. the spouse or co-habitant of the acquirer or transferor, and 6. children under age coming under the acquirer's or transferor's guardianship. DnB has in the Registrar's Agreement undertaken to notify the Company and the Oslo Stock Exchange of acquisitions or sales of which it becomes aware which trigger reporting under these rules. INSIDER TRADING According to the Swedish Campanies Act a member of the board or a managing director shall, when taking up his office, notify his holding of shares in the Company and in campanies within the same group for entry into the share register, uniess such entry has been made already. Changes in the holding of such shares shall be notified within one month from the change. The Company will also observe a similar procedure towards the Oslo Stock Exchange for any sale or acquisition of shares or other seeurities of the Company by any Director, auditor, chief executive officer or other senior employee of the Company. The Company is further obligated to effectuate rules on the probibitian of trade in the Shares in certain periods by defined insiders. Trading in the Company's Shares by any person in possession of information which is Iikely to materially influence the price of the Shares is generally prohibited under the Norwegian rules on insider trading. MANDATORV BIO REQUIREMENTS There are no mandatory bid requirements under Swedish law and the Company has not incorporated such provisions in its Artides of Association. Whether the listing of the Company's shares on the Oslo Stock Exchange will give rise to application of Norwegian mandatory bid requirements has not been finally ~ resolved. In the opinion of the Company's Norwegian legal counsel, it can be 4 argned that Norwegian mandatory bid regulations shall not be applied to shareholders of non-Norwegian companies. Any person proposing to pass the 45% threshold, which in accordance with Norwegian regulations would give an obligation to make a bid for the remaining shares, should, prior to doing so, take proper legaladvice in Norway. SHAREHOLDERS• MEETINGS Shareholders of the Company are entitled to attend shareholders' meetings in person or by proxy. Under Swedish law the annual general meeting of shareholders must be held within six months from the end of each finaodal year. According to the Company's Artides of Association general meetings shall be held in Gothenburg. Apart from the annual general meeting, extraordinary general meetings of shareholders may be held whenever the board of directors may find it appropriate. Such a meeting shall also be held when an auditor or owners of one-tenth of all shares so request in writing for a special purpose. Notice convening the meeting shall be sent to the shareholders within fourteen days from the date when the request was received by the company.

Atlantic Container Line AB 40 Notice of an annual or extraordinary general meeting of shareholders in the Company shall according to the Artides of Association be published in a daily newspaper in Sweden and Norway which has nation wide coverage in Sweden and Norway respectively. The notice shall be made not earlier than four weeks before the meeting and not later than two weeks before the meeting. In addition DnB has undertaken to notify all shareholders registered in the VPS system by mail of any general meeting within the time limits set forth in the Artides of Association according to an agreement between the Company and DnB. VOTING RIGHTS Each Share gives right to east one vote at shareholders' meeting. There is no limit to the number of votes which may be representeed by any shareholder present in person or in proxy. In order to attend and vote at an annual or extraordinary general meeting, shareholders must have registered their shareholding in the Company's share register kept by VPC ten days prior to the date of the meeting and must have given notice to the Company of their intention to attend no later than the day indicated in the notice of the meeting. Such day may not be a Saturday, a Sunday, a public holiday, Midsummer Eve, Christmas Eve or New Years' Eve and must not be more than five days before the meeting. A person designated in the share register kept by VPC as an authorised nominee is not entitled to vote at a general meeting, nor is a beneficial owner whose share is registered in the name of an authorised nominee, uniess the beneficial owner arranges to have his own name entered on the VPC share register ten days prior to the date of the meeting and notifies the Company accordingly. As DnB will hold all the shares registered in the VPS as a nominee and Skandinaviska Enskilda Banken will entered as authorised nominee for these shares in the VPC system, the owners of such shares must, if they intend to attend the general meeting, arrange through DnB to be entered temporarily in the Company's share register kept by VPC. Usually such eegistration takes three business days. Shareholders which are temporarily registered in the VPC system in order to attend a general meeting cannot trade their Shares on the Oslo Stock Exchange until the Shares are re­ registered in the VPS system. Under the registrar agreement which will be entered into with DnB, DnB will undertake not to vote for Shares which the bank holds as nominee uniess DnB has obtained a proxy to vote for the Shares. SHAREHOLDERS Prior to closing of the Offering, the only shareholder of the Company Is Rederiaktiebolaget Transatlantic, a fully-owned subsidiary of Bilspedition AB. SHAREHOLDER INFORMATION The Company's financial year follows the calendar year. The Company will provide its shareholders with an annual report for each financial y ear. The annual report will be p repared in Swedish and English and will contain financial statements audited by authorised public accountants. The Company will prepare interim reports for the first, second, and third quarters of the financial year, containing unaudited financial information. Financial statements will be prepared in Swedish Kronor and in accordance with applicable Accounting Standards in Sweden.

41 Atlantic Container Line AB APPENDICES l. Glossary of business terms ...... 43 2. Description of the vessels ...... 45 3. Legal opinion from Managers' legal counsel ·······················0·····0···0················00000·························.46 4. Accounts and notes.o·······o· ··········· .. ············ .. ···············o·······o····o············o··········o···············o ...... o...... 48 5. Swedish accounting practice ...... o...... o...... o...... ooo··········· .. ·········· ·· ············· .. ········--0071

6. Articles of Association ... o...... o ...... o o...... oo ...... o...... o.. o. 7 6

7 o Taxation ...... o...... o...... o ...... o ...... o. o. o. o o o. o...... o. oo o .. 78

8. Registrar agreement ...... o ...... o.. o...... o.. 8l

Atlantic Container Line AB 42 APPENDIX1 GLOSSARY OF BUSINESS TERMS

Agency ...... A company operating on behalf of the shipping company. In liner shipping, the agent usually covers all aspects related to sales, marketing, local operations, logistics, and accounting. Bareboat charter ...... A form of charter hire, usually for long-term charters. Under a bareboat charter, the charterer hires an unmanned vessel, and must, in a~dition to the charter hire, also bear the costs of manning, stores and provisions, bunkers, and other voyage-related costs. Blockstowing...... Stowing of cargo en-bloc. Bunkers ...... The fuel oil used to propet the vesseL Bunkers is often heavy fuel oil. Cell guide ...... A s te el frame u sed to guide containers into place and to keep containers in place in the container hold or on deck. Chassis ...... 4 trailer (wheeled platform) used tomovecontainers by road or within the terminal area. Conference ...... An association of liner shipping companies formed to regulate sailing schedules, port calls, trade shares, and prices. The purpose is to secure stable prices and eegular shipping service. Container ...... Steel or aluminium box for transporting goods, normally of dimensions standardised by ISO (International Standardisation Organisation), 20 or 40 ft. Iong, 8 ft. wide, and 8 to 9 1/2 ft. high. Deck ...... The honzontal division of a ves sel. Deepsea ...... , ...... Seabome transportation over one or more oceans, as opposed to shortsea. Vessels are generally of Iarger size. Documentation ...... All documents required to transfer cargo from one party to another in connection with transportation, including bills-of-lading, legal documents, and others. DWT...... Deadweight tonnes; a measure of ship loading capacity. Measured as the weight of cargo, equipment, bunkers, and stores that the vessel can carry. EDI ...... Electronic Data lnterchange; i.e. direct link between computers to allow efficient interchange of data. In liner shipping, EDI may typically be used with port operators, truckers, rail companies, customs authorities, and customers. GRT ...... Gross Register Ton; the volume of all c lo sed areas onboard the vessel excluding kitchen, funnel and certain other smaller areas. One ORT is measured as 100 cubic feet. The GRT is often used to assess port and canal dues. Intermodalism ...... The coordinated transportation of cargo over several modes of transportation, e.g. sea, rail, and truck. Usually offered as one integrated service to the customer. Knot...... A measurement of speed; equivalent to one nautical mile (1.852 km) per hour.

43 Atlantic Container Line AB Lashin g ...... Securing of cargo from mo ving. Various lashin g equipment, tools, and methods are used. Lifting ...... The amount of cargo transported over a certain time period. Usually measured in TEU equivalents for liner shipping. Liner shipping ...... Regular sailings according to a pre-set and published timetable, between pre-advised ports and at pre-advised prices. Vessels are often designed to cater for the requirements of a specific trade. LoLo ...... Lift-on, Lift-off; referring to the method by which cargo is taken on and off the vesseL Cargo is lifted via cranes. NRT ...... Net Register Ton; the volume of all closed areas onboard the vessel excluding engine room, superstructure, kitchen, funnel and certain other smaller areas. One NRT is measured as 100 cubic feet. The NRT is often used to assess port and canal dues. Operating margin...... Operating profit/loss before depreciation. Ramp ...... A "bridge" connecting the vessel to the shore, or a connection between decks within the vesseL Reefer ...... Container capable of carrying cooled or refrigerated cargo, often with a self­ contained refrigeration unit. RoRo ...... Roll-on, Roll-off; referring to the method by which eargo is taken on and off the vesseL Cargo is driven, tracked, or borne by trailer via stern or side ramps. Slot ...... Space onboard the vessel, equivalent to one TEU. Slot swap ...... Exchange of slots between vessel operators, one-for-one on each others' services. Terminal ...... An area - usually within a port - where goods are transferred to and from the vessels. There are also inland terminals where goods are transferred to and from rail, trucks, and barges. TEU ...... Twenty-foot Equivalent Unit; i.e. the space onboard a vessel equivalent to one 20ft. ISO container. A 40ft. container is equal to 2 TEU. Tramp shipping ...... Employment of vessels on single voyage basis between ports and at prices as decided by demand; also referred to as spot market employment.

Atlantic Container Line AB 44 APPENDIX2 DESCR/PTION OF THE VESSELS

FLEETLIST

Ship name Owner Built Yard Flag Atlantic Cartier CGM 1985 Ch. Normed, Dunquerque B ahamas Atlantic Conveyor Cunard 1985 SwanHunter British Atlantic Compass ACL 1984 Kockums Swedish Atlantic Companion ACL (*) 1984 Kockums Swedish J Atlantic Concert ACL 1984 Kockums Swedish

J (*) Atlantic Companion is owned by Rederiaktiebolaget Transatlantic but will be acquired by ACL upon closing of the Offering.

VALUATION

The five vessels are combination vessels with carrying capacity for containers, RoRo, and cars. The vessels have been purpose-built for ACL's operation, and were designed specifically for the trade which they serve. The vessels are an integrated part of ACL's liner service.

The lack of comparable vessels makes a valuation difficult. The book value of the vessels is approximately SEK 290 million per vessel as per 30 June 1994, corresponding to USD 38 million per vessel at a USD/SEK rate of 7 .66. With an offering price of SEK 77 per share, the implied value (taking into account unrecognised exchange losses and other factors) will be approximately USD 43.5 million per vesseL ACL believes that similar newbuildings would cost in excess of USD 100 million per vessel at present. However, no active seeond-hand market exists for this type of vessels.

With a fleet of five vessels, each implicitly valued at USD 43.5 million, ACL has a total fleet exposure of USD 218 million. In addition, ACL owns other equipment (containers, chassis, etc.) with a book value corresponding to USD 22 million. The "operating assets" of ACL therefore total approximately USD 240 million. Therefore, in order to justify a return on operating assets of 12%, ACL would need to have a "norrnalised operating profit" of approximately USD 29 million per year.

TECHNICAL SPECIFICATIONS

Converted ...... Lengthened to current capacity in 1987 at Hyundai, South Korea Tonnage ...... 51,648 DWT max draft, 57,225 GRT, 21,175 NRT Dimensions ...... Length 292m, breadth 32.26rn, draft 9.75m design l 11.64m max ) Cargo capacity ...... Approximately 3,100 TEU (divided into container capacity of 1,850 TEU, l RoRo capacity of 1,000 TEU, and dedicated ear capacity of 300 TEU) Engine ...... Maximum continuous rating of 20.2 mV at 97 revolution per minute Speed ...... 17.5 knots at 10.7m draft, even keel, 85% of maximum continuous rating (as info only, not legally binding) Fuel...... 350-400 centistroke (max 600 centistrake at 50 C), consuroption about 78 tons/day at speed condition as above (as info only, not legally binding) Crew ...... 15-17, but vessels can be run by a 12-men cross-trained crew. Accommodation is designed for a crew of 22 in single cabins.

45 Atlantic Container Line AB APPENDIX3 LEGAL OPINION FROM MANAGER'S LEGAL COUNSEL

F eamley F onds AS Postboks 1158 Sentrum 0107 OSLO

For the attention of Mr Petter Skar

Our ref.: 18669 SMT/fua Oslo, 29 August 1994 Responsible partner: Susanne Munch Thore

ATLANTIC CONTAINER LINE AB - PUBLIC OFFERING OF COMMON SHARES

We have been requested by Feamley Fonds AS as manager in the public offering of the common shares of Atlantic Container Lines AB ("the Company"), to assist in the public offering of the Company with regard to matters govemed by Norwegian law. ( We have reviewed the prospectus prepared in connection with the public offering, with emphasis on matters related to Norwegian law. Such matters regard in particular legal issues and consequences pertaining to the contemplated stock listing of the Company's shares on the Oslo Stock Exchange and the re gistration of these shares in VPS through Den norske Bank AS. In our opinion the prospectus offers a correct and balanced description of current Norwegian legal issues pertaining to the Company and the Company' s shares as a result of a listing of Atlantic Container Line AB's common shares on the Oslo Stock Exchange in accordance with the planned structure.

We confirm also that the prospectus correctly describes tax issues pertaining to current Norwegian law.

Atlantic Container Line AB 46 2/2

We have preparedan application of the Oslo Stock Exchange for the public listing of the Company's common shares on the list for small and medium sized companies (SMB-listen) of the Oslo Stock Exchange, in co-operation with Bilspedition AB, Atlantic Container Line AB and their advisors.

We have not reviewed or been involved in the drafting of the Company' s corporate resolutions or corporate documents, including such documents which are necessary for the effectuation of the issue. Neither have we reviewed the Company's agreements, permits or legal issues, including any outstanding claims or pending legal disputes, save for certain agreements which have been sent to us by the Company.We offer no opinion as relates to matters govemed by other laws than Norwegian law, and we express no opinion on commercial, fmancial or accounting matters.

We have relied on information submitted to us by the Company and Bilspedition AB and, with respect to Swedish law, the advice of the Company's Swedish legal counsel. Our opinion is subject to the stock listing and VPS re gistration as contemplated and as structured together with the Company, Bilspedition AB and its advisors.

Oslo, 29 August 1994 WIKBORG, REIN & CO ~{ktfJL( Susanne Munch Thore attomey-at-law

47 Atlantic Container Line AB APPENDIX4 ACCOUNTS AND NOTES

Org. no 556000-7006 ATLANTIC CONTAINER LINE AB

Consolidated and Parent Company Financial statements for 1993

The Board of Diractors and the President of Atlantic Container Line AB hereby present the Consolidated and Parent Company Financial statements for 1993

Table of Contents

Page

Board of Directors' Report 1 - 3

Consolidated lncome statement 4

Consolidated Balance Sheet 5-6

Parent Company lncome Statement 7

Parent Company Balance Sheet 8-9

Parent Company and Consolidated Statement of Changes in Financial Position 10

Parent Company and Consolidated Notes to Financial statements 11 - 18

Atlantic Container Line AB 48 Page 1

Org. no 556000-7006

B OARD OF DIRECTORS ' REPORT

THE BUSINESS

ACL has during the year operatedas a shipping Iine between Europe, Canada, the US East Coast, the US Gulf Coast, and Mexico. The total transportad cargo volume was approximately 240.000 TEUS and is a combination of 67% containers, 12% RoR o cargo and 21% cars. The care business, approximately 76% of all cargo, consists of shipments to and from the US ~~nd Canadian East Coasts. -rhere is a weekly service to all ports and double ca Ils to New York, Halifax and Liverpool. The Company operates five combination Lolo/RoRo sh i ps, two of which are fully owned by the company and one by Rederiaktiebolaget Transatlantic and two which are chartered on a long-term basis. ··- ·~ addition, the Company has long-term charter commitments for two Lolo vessels which are -· vhartered to third parties In order to keep competitive schedules and service, ACL is cooperating with other shipping Iines to coordinate slot charter and slot exchanges. As a result other ships which are operated by those shipping Iines are directly connected with ACL's service.

SHIP FLEET Ownership Y ear Built Type Ton dwt TEU Owned Atlantic Compass 100% 1984 LoRo/Car 51,648 3,150 Concert Express 100% 1984 LoRo/Car 51,648 3,150

Cbadered from eareot Companion Express 1984 LoRo/Car 51,648 3.150

~~oog-term Cbartered Sbips Atlantic Cartier 1985 LoRo/Car 50,670 3,100 Atlantic Conveyor 1985 LoRo/Car 51,157 3,100 -

OWNERS AND GROUP STRUCTURE

The parent company is a fully owned subsidiary of Rederiaktiebolaget Transatlantic, which is a fully owned subsidiary of Bilspedition AB. In addition see Note 4.

49 Atlantic Container Line AB Page2

Org. no. 556000-7006

INCOME STATEMENT AND BALANCE SHEET

Since the end of the 1980's there has been an overcapacity in the shipping industry on the North Atlantic. This tagether with the Iong lasting recession has led to a freight war with unreasonably low prices. During 1992, the eleven major operatars in the North Atlantic formed the Trans Atlantic Agreement (TAA), in 1993 an additional three operatars have joined the T AA. The work was performed as a Line conference in order to structure the vessel capacity to a level that earresponds to the demand and to create a sound rate structure. This cooperation has been approved by the Federal Maritime Commission in the USA. The Shippers' Organization in Europe has claimed that the TM is an illegal cartel and an evaluation is underway by the EU's competition committee. l t is expected that a satisfactory solution ·for both the Shippers' Organization and the TM Iines will be reached during 1994.

T M is a long-term agreement which has had positive effects on the income statement for 1993.

The Groupstumover increased by 21% to 2,136 MSEK (1,756 MSEK) as a consequence of the recovery of the US economy and a favorable exchange rate of the US Dollar. The parent campanies tumover increased by 21% to 2,075 MSEK (1 ,707 MSEK).

The resull has greatly im proved during 1993 as a consequence of rationalization, focusing on the core business, low bunker prices, strong dollar, and a sounder rate structure.

The operating profit includes restrueluring costs with respect to the West Coast and Mexico services and the direct calls to Montreal in Canada.

In spite of expected rate increases a loss has been budgeted for in 1994. The Parent Company, Rederiaktiebolaget Transatlantic, has guaranteed the share capital until the annual general meeting in 1995.

On December 31, 1993, ACL has acquired the ships Concert Express and Atlantic Campass from its owned subsidiaries. Rederiaktiebolaget Transatlantic has at the same time acquired the sister ship Companion Express from a subsidiary of ACL.

The book value of the two ACL owned ships is 661 MSEK and the financing is currency secured against the ships (See Note 14). Additionally, the company has options to purehasa the two sister ships (Atlantic Cartier and Atlantic Conveyor) which are currently chartered fromthird parties. In evaluating the ships value on the Balance Sheet consideration has been taken for the unrealized loss exchange and the options to buy.

If the ships are sold in the near future we have judged that the purchase price will probably be lower than book value. Such a sale is not probable at this time. l t is expected that the ACL group will show a result, close to zero in 1995 at the latest, whereby the costs of the ships will be covered. Any adjustments of the ships' book value.has therefore not been considered to be necessary.

Atlantic Container Line AB 50 Page 3

Org. no. 556000-7006

ESSENTIAL EVENTS DURING THE YEAR

As in previous years, 1993 was characterised by rationalization and restructuring. A great deal of work has been performed in order to reduce the trade capacity, both with other campatitors and within ACL.

The service to/from the US West Coast and the direct service to Montreal, Canada have been terminated.

The decision has also been made to withdraw from the Mexican trade in the beginning of 1994.

After the acquisition of EACBEN by Maersk, one of ACL's competitors, the cooperation with EACBEN was terminated in 1993. As from July 1993 ACL antered inta cooperation with Cunard ... l Ellerman to/from destinations in the Middle East, East Africa, Pakistan and lndia.

As a direct consequence of Maersk's acquisition, EACBEN left Global Equipment Management (GEM). This container pool is now operated by Wilhelmsens, Oslo and ACL. The work to fin d new partners in GEM is ongoing.

In 1993, the Company initiated a slot agreement with the Polish Ocean Lines, who are commited to charterspace in the Company's vessels.

The staff has continued to decrea se in 1993. The company ha d in 1993 an averaga headcount of 461 employees (585).

The decision in 1993 of implementing the same computer system and software in Europe as in the USA has been completed in the UK and Sweden. The implementation on the European continent is expected to be completed in Summer 1994.

SIGNIFICANT POST YEAR-END EVENTS

Agreement has been reached regarding the buyout of the Maxican agency by its managing di rector.

The Maxican service has been terminated as per an earlier decision.

INTRA-GROUP TRANSACTIONS

The parent company's purehasas from other group campanies is about 4% of the total purehasa value.

PERSONNEL

See nate 11 and 12.

RECOMMENDATION ON THE DISPOSITION OF THE RESULT

The parent company does not show either profit or loss.

51 Atlantic Container Line AB Page4

CONSOLIDATED INCOME STATEMENT Org. no 556000-7006

Operating income Operating expenses Participetian in results of associated campanies

OPERATING PROFIT(LOSS)

Planned depreciation NOTE 1 Ships Machinery and equipment Buildings Development costs

OPERATING PROFIT (LOSS) AFTER PLANNED DEPRECIATION

Financial income and expenses Dividends on shares 134 l nterest in come 19,999 Interest income- group company NOTE 6 460 Interest expense (1 o3,631 )', :.:::=u : :' (i1JUtl.~~l Interest expense- group company (70, Exchange differences

LOSS AFTER FINANCIAL INCOME AND EXPENSES

Extraordinary income and expenses Final settlement for leased office Write-down of goodwill NOTE 2 Write-down of fixed assets NOTE 2

Minority participation in net loss

LOSS BEFORE APPROPRIATIONS AND TAXES

ropriatians Group contributions, received(paid) NOTE 3

PROFIT (LOSS) BEFORE TAXES

axe s

NETPROF

Atlantic Container Line AB 52 Pages

CONSOLIDATED BALANCE SHEET Org. no.556000-7006

TSEK

ASSETS Current assets Cash and investments Accounts receivable, parent company Accounts receivable, group campanies Accounts receivable, trade Prepaid expenses and accrued income Other receivables lnventory

Total Current Assets

Fixedassets Shareholdings and participations NOTE 5 Capital participations in associated campanies NOTE 5 Long-term receivable, parent company Other long-term receivables Development costs NOTE 1 Purehasa Option - Ships NOTE 1 Ships NOTE 1 Machinery and Equipment NOTE 1 Buildings NOTE 1

TotalFixedAssets

TOTAL ASSETS

53 . -~ Atlantic Container Line AB Page6

CONSOLIDATED BALANCE SHEET Org. no. 556000-7006

1993-1 2-31 LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities Accounts payable, parent company 7671=:.::::::::.:.. :;.: :;.&~1:; Accounts payable, group campanies 2,888 Accounts payable, trade 63,448 Tax liebiiities NOTE 13 590 Accrued expenses and prepaid income 116,278 Short-term loans 93,022 Other current liabilities 59

Total Current Liabilities

Long-term liabilities Long-term liabilities, parent company Long-term liabilities. group campanies Deferred tax liabilities Other long-term liabilities NOTE 14 Provisions for pensions

Total Long-term Liabilities

Minority interests

Shareholders' equity NOTE 9 Restricted shareholders' equity Share capital Restricted reserves

Unrestricted shareholders' equity Unrestricted reserves Net profit (loss)

Total Shareholders Equity

TOTAL LIABILITIES AND SHARE­ HOLDERS' EQUITY

Pledged assets Shi p mortgages Bank funds Lease contract

Contingent liabilities NOTE10 Guarantees

Atlantic Container Line AB 54 Page?

PARENT COMPANY INCOME STATEMENT Org.no.556000-7006

SEK

Operating income Operating expenses Profit Share in Limited Partnerships

OPERATING LOSS BEFORE DEPRECIATION

Planned depreciation NOTE 1 Machinery and Equipment Development costs

OPERATING LOSS AFTER PLANNED DEPRECIATION

Financial income and expenses l nterest i neo me Interest income- group company NOTE6 l nterest expense Interest expense- group company Exchange differences

LOSS AFTER FINANCIAL INCOME AND EXPENSES

Extraordinary income and expenses Retiree Medical Benefits Write-down of goodwill NOTE 2 W rite-down of fixed assets NOTE2

LOSS BEFORE APPROPRIATIONS AND TAXES

propriatians NOTE 8 Changes in salary-based reserve (L-Sllrv) Difference between book and planned depreciation Machinery and equipment Appropriation to exchange rate reserve Group contributions, received (paid) NOTE 3

NET LOSS

55 Atlantic Container Line AB Page8

PARENT COMPANY BALANCE SHEET Org. no 55600D-7006

TSEK 1993-12-31

ASSETS Current assets Cash and investments Accounts receivables, subsidiaries Accounts receivables, group campanies Accounts receivables, trade Prepaid expenses and accrued income Other current assets lnventory . : •

Total Current Assets 256,703 •••.

Fixed assets Shares in subsidiaries NOTE4 Long-term receivables, subsidiaries Long-term receivables, group campanies NOTE6 Other long-term receivables Development costs NOTE 1 Purchase Option NOTE 1 Ships NOTE 1 Machinery and equipment NOTE 1

TotalFixedAssets 1,020,320

TOTAL ASSETS 1,277,023

Atlantic Container Line AB 56 Page9

PARENT COMPANY BALANCE SHEET Org. no 556000..7006

TSEK 1993-12-31

LIABILITIES AND SHAREHOLDERS' EQUITY Current IlablilUes Accounts payable, parent company Accounts payable, subsidiaries Accounts payable, group campanies Accounts payable, trade Accrued expenses and prepaid income Other current liabilitles

Current UabiiiUes

nntt-ra•nn IlablilUes Long-term liabllltles, parent company Long-term liabilities, subsidiaries Other long-term liabilities NOTE 14 Provisions for pensions

Total Long-tenn Lisbillties

Untaxed reserves NOTE8 Depreciatlon in excess of plan, equlpment Exchange rate reserve

Untaxed Reserves

1Shl~rAt1nlrliArR' equlty NOTE9 Restricted shareholders' equity Share capita! 1.000.000 shares par vatue 100 sek Restricted reserve

Unrestncted shareholders' equlty Retainad eamings Net loss

Total Shareholders' Equlty

TOTAL LIABILITIES AND SHARE­ HOLDERS' EQUITY

IPietOgEMl assets Ship mortgages Ship mortgages as collateral for toans In subsidiaries Mortgages of vessels in subsidiaries as collateral for externat toans Other pledged assets

ConUngent IlablilUes NOTE10 Guarantees '

57 Atlantic Container Line AB Page 10 STATEMENT OF CHANGES IN FINANCIAL POSITION Org. no. 556000-7006

MSEK

BUSINESS OPERATIONS Operating income Cash affected Operating expenses Net financial income and expenses Profit (loss) on sale of fixed assets Net extraordlnary items Taxes (excluding deferred taxes) Difference on Exchange Foreign Subsidiaries

Funds provided by operations

Funds employed in operations Change in current receivables Change in Jong-term receivables Change in inventory Change in current liabilities

Total of funds provided by operations

Net financing from operations

INVESTMENTS lnvestments in ships lnvestments in other fixed assets Jnvestment in shares, participstians and goodwill Sale of fixed assets Sale of ships

Total of investments - sales

us/deficit after investments

FINANCJNG

Shareholder financing Group contributlons

Borrowing Change in long-term liabilities

Total Financing

CHANGE IN CASH AND INVESTMENTS

Cash and short term investments at beginning of year

Cash and short term investments at year-end

CHANGE IN CASH AND JNVESTMENTS

Atlantic Container Line AB 58 Page 11 Org. no. 556000-7006 NOTES TO THE FINANCIAL STATEMENTS

ACCOUNTING PRINCIPLES

CONSOLIDATION PRINCIPLES

The preparation of the Accounts, the Group applfes the recommendations of the Swedish Financial Accounting standards Council regarding consolidation accounting.

The Consolidated Accounts are comprised of Atlantic Container Line AB (ACL) and all the companies in which ACL controlied more than 50 percent of the voting rights either directly or indirectly at the end of the year.

Shareholdings in associated companies, in which the Group's voting rights amount to at !east 20% and a maximum of 50% and in which the Group has a considerable lnfluence, are reported according to the equity method.

The Consolidated Accourtts have been preparad according to the purehasa accounting method. As a result the Group's shareholders' equity comprises the Parent Company's share­ holders' equlty and that part of the subsidiaries' shareholders' equity which was earned since the date after the time of acquisition.

Upon acquisition, a difference arises between, the purehasa price and the net value of the subsidiaries assets and liabilities, net assets. If the purehasa price is higherthan the net assets the difference is goodwill, if not the difference is negative goodwill. Goodwill is written down in the income statement at 10% per annum.

The balance sheets of foreign subsidiaries have been translatad at the exchange rate on the balance sheet date, whereas the income statements have been translatad at the averaga exchange rate for the year. In order to hedge shareholders' equity in certaln foreign subsidiaries, certaln intarcompany balances denominated in the foreign subsidiaries currency are accounted for as "equity-loans". The exchange differences, which arise on such intarcompany balances, have been shown on the income statement in ACL AB, while in the consolidated financial statements they have been netted against translatlon gains/losses. Remaining differences have been included in shareholders' equity as shown in Note 9.

In the consolldated balance sheet, share participations in associated companies are accounted for based on the Group's ownership in the companies shareholders' equity, adjusted with the difference between the cost and the propertionate interest in equity at acquisition, if the cost was lower, alternativelywith undepreciated excess values, if any. When the capita! participation is greaterthan the book value of the shares, the difference is classified as restricted reserves. If the capita! participation is lower than the book value, the difference is charged to the unrestricted reserves. The Group's participation in associated companies' result before taxas, adjusted with depreciation of overvalues, is reported as operating in come. The assoclated companies' taxes are reportedas the Group's taxes.

CHANGE IN ACCOUNTING PRINCIPLEs

Benefits in excess of pensions to cover medical costs for employees after retirement, called Post Retirement Benefits, should be accounted for in 1995 at the latest according to American Accounting Principles (FASB 106) . ACL has du ring 1993 reserved the present value of all such commitments. In the parent company the liabillty in the beginning of the year, 27,489 TSEK, Is recorded as extraordinary expense, while In the group the amount has directly reduced the group's equity.

59 Atlantic Container Line AB Page 12

Org. no.556000-7006

RECEIVABLES

Receivables are recorded at the value that is expected to be received.

RECEIVABLES AND PAYABLES IN FOREIGN CURRENCIES

Receivables and payables in foreign currencies have been valued at the exchange rate on the balance sheet date. An allocation to the exchange rate reserve has been made for unrealized exchange gains on long-term receivables and payables according to Swedish Accounting Practices (R7). Loan's in foreign exchange, which are hedged against other items in the same currency (for example, ships), are valued at the exehange rate the day the loan occured.

VALUATION OF INVENTORIES

lnventories have been valued using the lower of eost ormarket principle.

DEPRECIATION OF FIXED ASSETS

Planned depreciation is caleulated on the basis of the aquisition value of the assets and is representative of the calculated eecnornie lifetime using the following percentages:

- Development Costs 33% - Ships 4% - Machinery and equipment 10-20% - Buildings 5%

The depreciation on used ships has been adjusted, such that 25 years after the original delivery date the used ships will be fully depreciated.

Atlantic Container Line AB 60 Pag e 13

Org. no. 556000-7006

NOTE 1 AXED ASSETS, TSEK

company

Purchae Option - Shlps

ACL has an option to buy !'NO ships, which are OOoN chartered by ACL. This option has in previous years been regarded as a Iong term receivable, but as from 1993 this receivable has been redassed to "Purchase Option - Shlps".

SHIPS Group Perent company

Acquisltion value Acx;. planned depreciation Write down of ship

6ookvalue 660.sse ···-····:········'.t.o~ ;·-·s1 o :;;:: Accumulated depreciation ::::.: ·· ··.······:·; ·· in excess or ptan

Net book value

Acqulsitlon value Acc. planned dopredatlon

Book value arter planned depreciation

Accumulated depreciation in excess of plan

Net book value

Building• Group

Acquisltion value Acc. planned depreciation ·:-.··::.:-.·· Book value 13,675 ....\.':.;:;:; 1:,:-.:-:6··;~.;:::::.;:::::~ · ·.·.·:::;·:;::::::>·>:::;:~:.:-: Tax assessment values · . .· •. :-<·• ..; :::: _:-:··

61 Atlantic Container Line AB Page 14

Org. no. 556000-7006

NOTE 2 EXTRAOROINARY EXPENSES, TSEK

In 1992, the write-down of fixed assets was classified as extraordlnary expenses, since lt was made only In order to strengthen the balance sheet. Correspondlng income is to be found In the Transatlantic Group.

NOTE 3 CONTRIBUTIONS, TSEK

Contributian has been received from the following group companles:

Rederiaktiebolaget Transatlantic 174,985

Contributlons have been pald to the following group companies:

Atlantic Companion AB (12,412 Atlantic Container Line Sweden AB (1,511

161,062

NOTE 4 SHAREHOLDINGS IN SUBSIDIARIES, TSEK

Partlci pati ol'1 Nom Currency Shares percen value

Atlantic Container Line BV 1 USD 12,600 100% 1,500 Gult Contalner Une BV 1, USD 2,800 100% 300 Atlantic Container Line Ltd USD 3,600 100% 3,600 Atlantic Campanian AB SEK 4,980 100% 498 Atlantic Gult Service AB 1, SEK 500 100% 50 AUantic Container Line Sweden AB SEK 10,000 100% 1,000 Atlantic Container Une Europe BV NLG 4,000 100% 4,000 Transatlantic Container Management KB 2' SEK 100% Atlantic Gompass KB 2 SEK 100% Atlantic Companion KB 2, SEK 100% Atlantic Contalner lnc USD 100 100% AUantic Contalner Line Agencies (UK} Ltd GBP 50 100% 50 Canadalnc CAD 100 100% Transatlantic Container Management AB 3 SEK 500 100% 100

TOTAL

1) Dissolved/Sold in 1993 2) ACL AB is the limited partner 3} Acquired In 1993

Atlantic Container Line AB 62 Page 15

Org. no. 556Q00-7006

NOTE 5 SHARES AND PARTICIPATIONS IN OTHER COMPANIES, TSEK.

Currency Shares Partiei- Par Group pstlon Value 1993

NLG 1,000

NLG 100 NLG NLG 105 Intarmodal Joint Ven. USD 998~~~~~~~~--~++~~

''>NOTE 6 RECEIVABLES, TSEK

Recelvables. parant company The receivable from Rederiaktiebolaget Transatlantic, averagas 370,000 TSEK, has been interest-free, which reduces financial income.

NOTE7

FUTURE BAREBOAT CHARTER COMMITMENTS, TSEK

Parent and Group Ofwhich 1993 1992 1994 Period

Atlantic Conveyor 253,923 ...... :234I~~? 26,378 1994-2000 Atlantic Cartier 278,504 {252;$34 29,799 1994-2000 . ~ulfSpeed 5 · ~ )3ulf Spirit f----'-~6.;;.;;~::..:_:b:_::~c..:.+.• ""'••••=J-=-~= (7=~~"-'p'+• ----'~-=-~=:;-=-~-1 ~ ::~~~~ . :::::< . :.:·:.--; :<::.:::: TOTAL 87,997

J:_Jhe commitments have been calculated to the present value of charterhire. The discount rate is 10%.

LONG-TERM EQUIPMENT LEASE COMMITMENTS, TSEK

Current contraels are in USD. Future payments have been converted as per balance sheet's rate, SEK 8.33 per USD.

Parentand Group OfWhich 1993 1994 Period

Various Contraels 136,923 60,959 1994- 1999

The commitments have been calculated to the present value of equipment lease commitments. The discount rate is 10%.

63 Atlantic Container Line AB Page 16

NOTE 8 CHANGES IN UNTAXED RESE . no. 556000-7006 Parent Company

Parent company Appropriation 1993

Depreciation in excess of plan Exchange rate reserve

12,925

NOTE 9 CHANGES IN SHAREHOLDERS' EQUITY, TSEK

Share Restricted Retained Total capita l reserves eamings Group

Opening balance 100,000 311,298 (265,489 145,809

Translatian differences 1,251 1,251

Change in accounting policy with respect to Medical Benefits for retirees . (27,489' (27,489

Transfer from restricted reserves to retainad eamings (293,285 293,285 o

Net profit (loss) . 12,817 12,817

Ciasing balance 100,000 .. 18,013 14,375 132,388

Group's equity accounted for by the Swedish Financial Accounting standards Council recommendation

NOTE 10 CONTINGENT LIABILITIES, TSEK

GUARANTEES OF EQUITY CAPITAL (only for the parent company)

Guarantees of equity capita! have been made to the following subsidiaries: Atlantic Container Une Agencies UK Ltd, through December 31, 1994 Atlantic Container Line Sweden AB, through the annual general meeting for the 1993 fiscal year.

Atlantic Container Line Sweden AB has received a contribution from ACL AB in order to keep the equity intact.

GUARANTEES (for the parent company and the group) lncluded in guarantees is an amount of 133.3 MSEK related to NYSA. ACL is a me m ber of the New York Shipping Association (NYSA) and has according to an old contract with the other NYSA members, a contingent Ilability with respect to the Inter­ national Langsharemens Associations pension plan. If ACLtransfers all the New York port cargo to another port in America an amount of approximately 16 MUSD will become payable. The size of this obligation fluctuates, i. a. since it is related to ILA's pension plan.

Atlantic Container Line AB 64 Page 17 Org. no. 556000-7006

NOTE 11 AVERAGE NUMBER OF EMPLOYEES, TSEK

The average number of employees In Sweden are dlstributed as follows:

Group Parent company

Total Total Total 1993 1993 1992

Gothenburg 37 stockhol m 3

TOTAL 40 -.. : :-_ :·.:--_··.·:. :->:-.·. o o

The average number of employees. wages, salaries and remunerations per country are distributed as follows:

Number of employees Wages and salaries Group Parent company Group Parent comp.

Total Total '·· Total 1993 1993 1993 Women ·. :1992 1993 Women ;:_; . Canada 24 8 ·'·.r:: 37 24 5,470 5,470 l tal y 2 1 ·,:.:.: .. ·: :·4,: 1,328 Mexico 26 8 :c·;.· ''· · 27 3,348 The Nether1ands 95 11 '.: . tP! 30,788 Great Britain 66 14 ··· ·.>sa 16,167 Sweden 40 15 ) :40 9,269 German y 57 18,826 USA 148 ~~ !{i ~ 148 83,151 83,151 Other 3 327 . ~- :· . . : . ·-· TOTAL 461 137 ; .:: ·585 172 58 ·.:?/:: ~13: 168,674 88,621

NOTE 12 PERSONNEL AND PERSONNEL COSTS

Average number of employees

-:-·.·.·.·.--·,··:··-; : ·: : ~.:: :· ····.... Wages, salaries and remunerations, TSEK . • • · .. Board of Directors, Managing Directors 5,924 ·::::-:·:;:·::~·:::-.~~~~: --·-:-·:·::.;- ::·. Deputy Managing Dlrectors ::::>::-:: :_::_,..-··:··-·. Bonus payments Other employees 162,75o ::::.:::Hi:622 84,653 ·:,·:::i.i:j, i ! ~i ~~~~~ .;.: . . - - .. :.-·.;· ··.. :..-· - ::: :;-;::::·-··:·.:: Total salaries, wages and remunerations 168,674 .-::·::~·~9-t.~: 88,621 ;.:·;·:r-:::.·~~t~1·. 1\ Payroll overhead 35,939 : :.::i::,.~;$93 18,584 :,::.··: 23;385' .·.:.::-:':-,:;.• :.: .:.::: ... ··=::::;·: ·: ,';:: =:::.. : ·.···.

65 Atlantic Container Line AB Org. no. 556000·7006 Page 18

NOTE 13 T AX MATTERS

The Company's fiscal profit from a sale of real estate in 1988 will be tried in the Swedish County Administrative Court. An eventual negative outcome of this process has not been taken inta consideration in the Company's Annual Report since Rederiaktiebolaget Transatlantic has guaranteed any possible east.

NOTE 14 SHIP FINANCING

The ACL Group has below mentioned Jeans from AB Svensk Exportkredit. The loans are in USD. Considering reservations completed, the loans in the ACL Group are valued at SEK 6.36 to the USD. The unrealized losses on exhange have not been boaked to the lncome statement since the loans are secured against the ships, which are dollar assets.

• among ACL AB's liebiiities is a loan of 41.5 MUSD for financing of the owned ship Concert Express - among subsidiaries' liabilities is a Joan of 44.1 MUSD for financing of the ship Atlantic Compass, which is owned by ACL AB. ACL AB has guaranteed to compensate the subsidiary for realized losses on exhange on the Joan. • among subsidiaries' liabilities is a Joan of 41.4 MUSD for financing of the ship Campanian Express, which is owned by Rederiaktiebolaget Transatlantic. ACL AB has guaranteed to compensate the subsidiary for realized losses on exhange on the Joan. Rederiaktiebolaget Transatlantic has on the other hand guaranteed to compensate ACL AB.

Gothenburg 1994-05·30

Olav Rakkenes Chairman

Hakan Larsson Tomas Sjostrom Di rector Di rector

Bernhard Ryding President

Our Report of the auditors was submitled on May 30, 1994.

Caisa Drefeldt Gunnar Hjalmarsson Authorised Public Accountant Authorised Public Accountant

Atlantic Container Line AB 66 Coopers & Lybrand AB Coopers authorized public accountants & lyorand Reg. No. 556000-7006

Report of the auditors

for

Atlantic Container Line Aktiebolag

We have examined the annual report, the consolidated fmancial statements, the accounting records and the administration by the board of directors and the managing director for the year 1993. The examination was carried out in accordance with generally accepted auditing standards.

Parent Company

The annual report has been prepared in accordance with the Swedish Companies Act.

We recommend

that the income statement and the balance sheet be adopted, and

that the members of the board of directors and the managing director be discharged from tiability for the year 1993.

The company does not report either unappropriated earnings or accumulated deficit.

Group

The consolidated fmancial statements have been prepared in accordance with the Swedish Companies Act.

We recommend that the consolidated income statement and the consolidated balance sheet be adopted.

May 30, 1994

Caisa Drefeldt Gunnar Hjalmarsson Authorized Public Accountant Authorized Public Accountant

67 Atlantic Container Line AB ATLANTIC CONTAINER LINE :bo CONSOLIDATED ACCOUNTS 1992 ;:t ~ INCOME STATEMENT BALANCESHEET -n· All figures in TSEK All figures in TSEK ~ Operating income 1,755,629 ASSETS LIABILffiES AND SHAREHOLDERS' EQUITY :J Operating expenses -2,241,023 Current assets Current Uabllities S' Participation in results of associated companies -60 Cash and investments 53,989 Accounts payable, parent company 531,529 Operating loss -485,454 AccouniS reoeivabte, group companies 16,758 Accounts payable, group company 558 ~· Accounts receivable, trade 301,690 Accounts payable, trade 69,963 ,... Planned depreciation: Prepaid expenses and accrued income 50,640 Tax 1iabilities 599 s· Ships -10,338 Other receivables 57,993 Accrued expenses and prepaid incorne 295,035 CD Machinery and equipment -18,415 Inventory 7,682 Short-term toans 85,157 :t:. Buildings -1 ,370 488,752 Other current liabilities 89,403 OJ Development costs -1,922 Fixed assets (net) 1,072,244 Operating loss alter planned depreciation -517,499 Shareholdings and participations 1,706 Long-term liabiHties Capita! participation in associatied companies 3,496 Long-term liabilities, group company 45 Financial income and expenses Long-term receivables, parent company 375,032 Deferred tax liabilities 13,065 Dividends on shares 10 Other long-term receivables 87,440 Other long-term liabilities 888,032 Interest incorne 4,199 Development costs 3,844 Provisions for pensions 64,826 Interest incorne - group company 958 Ships 1,052,910 965,968 Interest expense -18,138 Machinery and equiprnent 160,479 Minority interests 160 Interest expense - group company -41,071 Buildings 10,522 Restricted sbarebolders' equity Exchange differenoes 38,712 1,695,429 Share capita] 100,000 Loss after finandat income and expenses -532,829 Restticted reserves 311,298 411,298 Extraordinary income and expenses Unrestrlcted sbareholders' equity Final settlement for Ieased office -5,054 Unrestricted reserves 12,130 W rite-down of goodwill -11,318 Netloss -277,619 W rite-down of fixed asseiS -24,387 -265,489 Total equity 145,809 Minority participation in net loss -93 Total assets 2,184,181 Totalliabilities and sbareholders' equity 2,184,181 Loss before appropriations and taxes -573,681 Pledged assets Appropriations Ship mongages 1,380,240 Group contributions received 278,567 Bankfunds 4,177 Losses before taxes -295,114 Lease contract 97,827 Taxes 17,495 1,482,244 m Conlingent 1iabilities Net loss -277,619 Guarantees 164,373

(.. ' ATLANTIC CONTAINER LINE ~ ~ CONSOLIDATED ACCOUNTS 1991

INCOME STATEMENT BALANCESHEET All figures in TSEK All figures in TSEK

Operating income 2,024,379 ASSETS LIABJLmES AND SHAREHOLDERS' EQUITY Operating expenses -2,019,846 Current assets Current tiabillties Operating profit before depreciatlon 4,533 Cash and bank accounts 2,519 Accounts payable, parent company 43,049 Accounts receivable, parent company 117,263 Accounts payable, group company 288 Planned depreciation: Accounts receivable, group companies 102,135 Accounts payable, trade 100,090 Ships -61.719 Accounts receivable, trade 262.503 . Accrued expenses and prepaid income 195,215 Machine.ry and equipment -17,988 Prepaid expenses and accrued income 15,719 Other current liabilities 6,940 Bulldings -280 Inventory 4,640 345,582 Goodwill -2,536 Other receivables 36,884 Long-tenn liabilities Operating loss after planned depreciation -77,990 541,663 Other long-term liabilities 134,971 Fixed assets 134,971 Financial income and expenses Traffic rights 13.856 Untaxed reserves Interest income - group companies 1,270 Planned depreciation -2,536 Excess depreciation, equipment 85,049 Interest income - other company 12,923 Shares and participations 1,958 Tax equalisation reserve 14,533 Interest eJ~pense -83,053 Loan receivables 303,815 99,582 Exchange differences 7,500 Machine.ry and equipment 122,012 Loss after financial income and expenses -139,350 Planned depreciation -36,963 Restricted shareholders' equity Buildings and land 9,575 Share capita! 100,000 Extraordinary income and expenses Planned depreciation -280 Restlicted reserves 279,903 :t. Shareholders' contribudon 151,401 411,437 379,903 ;t Accrued from sale-leaseback operation -1 34,971 Unrestrlcted sharebolders' equity Q) Loss before allocations and taxes -122,920 Retained earnings 2,042 ::s Net loss for the year -8,980 ~ (')' Allocations -35,184 -6,938 Total equlty 372,%5 ::s~ Loss before taxes -158,104 sr Taxes 149,124 s· ~l l Net loss -8,9801 Total assets 953,100 Totalliabilities and sbareholders' equity 953,100 ..... s· l l l Pledged assets none ~ Contiogent liabilities ~l l l Guarantees 120,946 ATLANTIC CONTAINER LINE ~ CONSOLIDATED ACCOUNTS 1990 -i" :J :t INCOME STATEMENT BALANCESHEET C') g All figures in TSEK All figures in TSEK Operating income 2,458,501 ASSETS LIABn.rrJES AND SHAREHOLDERS' EQUITY iit Operating expenses -2,362,837 Current assets Current Ilabillties s· Operating profit before depreciation 95,664 Cash and bank accounts 6,828 Accounts payable, group company 6,000 ~ Short-term investments 9,154 Accounts payable, trade 34,796 ,... Planned depreciation -83,042 Short-tenn investment- gTOup companies 386,083 Accrued cxpenses and prepaid income 218,014 s· Operating profit arter planned depreciatlon 12,622 Accounts receivablc - group campanies 160,474 Loans 97,144 CD Accounts receivable, trade 297,697 Other current liabilities 11 ,351 ~ QJ Fmancial income and expenses Prepaid expenses and accrued income 1,029 367,305 Interest income - group companies 44,021 Inventory 26,516 Long-term Ilabillties Interest income - other company 6,098 Other receivables 16,572 Deferred tax tiability 148,747 Interest expense -74,063 904,353 Other long-term liabilities 24,926 Exchange differences 11,326 Fixed assets Loans 1,120,778 Profit arter financial income and expenses 4 Traffic tights 13,856 1,294,451 Shares and participations 1,508 Unlaxed reserves Extraordinary income Loan receivables 23,700 Excess dcpreciation, equipment 2,229 Shareholders' contribution 37,376 Ships 1,352,999 Excess depreciation, ships 296,485 Loss before allocations and laxes 37,380 Plarmed depreciation -153,673 loventory reserve 5,200 Machinery and equipment 373,169 303,914 Allocations -33,343 Planned depreciation -169,869 BuHdings and land 4,790 Minority interests 3,218 Profit bcfore laxes 4,037 1,446,480 Restrided shareholders' equity Minority interest -623 Share capital 100,000 Taxes 1,756 Restricted reserves 279,903 379,903 Netprofit 5,170 Unrestricted sbareholders' equity Retained eamings -3,128 N et profit for the year 5,170 2,042 Total equity 381,945 Total assets 2,350,833 Totalliabilities and shareholders' equity 2,350,833

(:l Pledged assets l,ll8,000 Contiogent liabilities Guarantees 99,038 APPENDIX5 SWED~HACCOUNTINGPRACTICE

SIGNIFICANT ACCOUNTING POLICIES APPLIED BY ACL Consolidatian principles The Consolidated fmancial statements are prepared according to the recommendations of the Swedish Financial Accounting Standards Council regarding consolidated accounts. These recommendations are comparable to intemationally accepted standards. The purchase accounting method is used.

The Consolidated accounts are comprised of Atlantic Container Line AB and all the companies in which Atlantic Container Line AB controlied more than 50% of the voting rights, either directly or indirectly, at the end of the reporting period. Shareholdings in associated companies, in which the group's voting right amounts to at least 20% and a maximum of 50% and in which the group bas a considerable influence, are reported according to the equity method.

Fixed assets Fixed assets are stated at historical costs. Expenditures for value-increasing improvements after the initial investment are added to the cost. Expenditures for drydocking of the ships are accounted for as prepaid expenses and are written off over three years.

Depreciation according to plan is calculated on the straight Iine basis of the acquisition value over the calculated economic Iifetimes of the various classes of assets. ACL uses the following percentages:

Ships 4% Machinery and equipment 10-20% Buildings 5%

Since the ships were acquired by ACL a few years after the ships were built, the depreciation rate has been adapted meaning that the ships will be fully depreciated 25 years after the original delivery date.

Leasing In the published financial statements included in Appendix 4 hereto, leased ships and other leased equipment have been currently expensed with the rental payments, which treatment is according to Swedish accounting practice. The Swedish recommendation applicable requires the lessees to capitalise assets only if the lease includes an obligation to purchase. ACL has options but no obligations to purchase the leased ships. According to the International Accounting Standard for leases (IAS 17), all financial leases shall be capitalised. At the inception of the lease, both the asset and the Hability are recorded in the balance sheet at present value of the future rentals. The asset is depreciated following the same depreciation plan as for owned fixed assets. The Hability is recalculated every period to its new present value.

71 Atlantic Container Line AB Provided completion of the Offering, the International Accounting Standard regarding Accounting for Leasing (IAS 17) will be adopted. In the seetian Financial Information (pages 25 to 32 herein) the statements are recalculated to reflect these principles. Two of the chartered ships, Gulf Speed and Gulf Spirit, are not considered in the recalculations, since these charterparties will be transferred to a company within the Bilspedition group provided completion of the Offering. Changes in foreign exchange rates Ships and s hips' financing The kind of ships which are operated by ACL are always valued in US dollars, and the main part of the revenue is earned in US dollars as well. For those reasons the ships are financed in US dollars. Since the duration of the financing does not exceed the useful Iife of the ships, any unrealised exchange difference on the financing will be offset by the influence of exchange differences on the fair value of the ships. The ships' financing is accordingly designated as a hedge of the currency risk related to the ships, and the exchange losses arising from the ships' financing are recognised as expenses concurrently with the amortisations.

This way of applying hedge accounting is consistent with Swedish law and custom. Within IASC the regulations on hedge accounting are subjected to debate, so there is some uncertainty as to future accounting standards dealing with the lSSUe.

The method comprises the ships' financing to be reported using the exchange rate at the date of the acquisition of the ships. Therefore, when camparing the ships' carrying amount with their recoverable amount, the unrecognised exchange differences on the ships' financing must be taken into consideration.

Other monetary assets and liabilities Foreign currency monetary assets and liabilities, except for the ships' financing, are reported using the ciasing rate, and exchange differences are recognised as income or as expenses in the period in which they arise.

Foreign subsidiaries When transiating the fmancial statements of the foreign subsidiaries for incorporation in the consolidated financial statements, the assets and liabilities are translated at the closing rate, while the income and expense items are translated at the average rate for the period. The exchange differences resulting from such ~ ·· transtations are classified as equity.

In the consolidated financial statements certain intercompany receivables and liabilities to foreign subsidiaries are designated as hedges of the subsidiaries' equity. Exchange differences, which arise on such intercompany items, and which are recognised as income or as expenses in the parent company's profit and loss statements, are accordingly reclassified to equity in the consolidated financial statements.

Recognition of freight revenue and expenses The basis for revenue recognition in ACL is the voyage, ie. the single trip for a vesseL Revenue and costs related to the voyage are recognised in the period in which the voyage ends.

Atlantic Container Line AB 72 Retirement benelit costs There are two principal types of retirement benefit plans within ACL: Defined contribution plans, whereby contributions are paid to funds, e.g. govemment or private insurance companies, and the funds assume the retirement benefit obligations. Contributions due for a particular period equal the costs for the services rendered in that period, and are accordingly recognised as expenses in the same period. Defined benefit plans, whereby ACL is obliged to provide retirement benefits determined through various formulas, and retains the obligations whether they are funded or not. Actuarial present values of obligations under defined benefit plans are calculated periodkally.

Where a defined benefit plan is unfunded, the present value of the retirement benefit is recorded as a Hability in the balance sheet, and the recognised expense during a period comprises the benefits paid as weil as changes in the Hability.

In the case of a defined benefit plan whi ch is funded, the amount contributed to the fund during a period has up to now been considered to approximately correspond to the retirement benefit cost for the services rendered in that period, and has therefore been recognised as an expense when paid. Actuarial present values are periodically compared with fair values of plan assets, and if an underfunded position should arise, an accrual method would be considered.

Post retirement health benefits ACL provides health benefits after retirement for certain employees in the United States. In absence of defined Swedish standards, ACL has ehosen to record the Hability in accordance with U.S. Statement of Financial Accounting Standard No. 106.

As at l January 1993, ACL has recorded the present value of all such commitments. Before 1993 the commitments were disclosed as a contiogent Hability in the notes to the financial statements. The recording of the commitments resulted in a change in accounting principles and the cumulative effect of the change was accounted for in the consolidated financiaJ.statements as a change in opening equity.

In the section Financial Information (pages 25 to 32 herein) the statements for the periods ended before 31 December 1993 are recalculated to reflect this principle.

Extraordinary items Recently the Swedish Financial Accounting Standards Council has issued a recommendation on extraordinary items which conforms closely with IAS. In the future, almost all items that affect the company's net income are to be considered as ordinary activities. Disclosure should be given of special events and transactions which are important to take into account when comparing the income between accounting periods or between companies. Until now such items occasionall y have been classified as ·extraordinary items in the profit and loss statement

In the section Financial Information (pages 25 to 32 herein) the extraordinary items have been reclassified to reflect the new Swedish recommendation.

73 Atlantic Container Line AB Accounting for taxes on income IAS E33 requires the use of tax effect accounting under the tiability method, meaning that taxes on income are recognised in the same periods as the revenue and expenses to which they relate. Under this method, deferred tax balances, reflecting tax effects of what is called tirning differences, are considered to be assets and liabilities, and are calculated using the tax rates that are expected to apply when the tirning differences reverse.

Income tax is in the consolidated financial statements of ACL reported considering certain tirning differences. ACL does still not consequently apply the Hability rnethod when accounting for tax effects.

On the other hand, IAS E33 states strict conditions to be satisfied to recognise the potential saving related to a tax loss carryforward as an asset. Assurning that the conditions would not have been satisfied, such a saving would not have been recognised in the balance sheet of ACL if the tiability rnethod bad been applied. Accordingly, no significant alterations would occur in the financial statements if ACL reported the income tax effects using the liability rnethod.

EFFECTS ON EQUITY OF CHANGED ACCOUNTING POLICIES 31 Dec. 31 Dec. 31 Dec. 31 Dec. 1990 1991 1992 1993 SEK rnill. SEK mill. SEK milJ. SEK rnill. Opening equity as previously reported 592 595 443 146

Change in accounting policy with respect to:- . financialleases -4 -21 -73 . post retirement benefits -18 -18 -17 -28

Opening equity as restated 574 573 405 45

Transtation exchange differences o o o +l Other changes -19 Net profit/loss -1 -168 -341 -9

Closing equity 573 405 45 37

SHAREHOLDERS• EQUITY - LEGAL REQUIREMENTS ABOUT DISCLOSURE AND DISTRIBUTABLE EARNINGS Distributable earDings The reported equity in ACL consists of the following items:

Parent company Consolidated balance sheet

Restricted equity Restricted equity Share capital Share capita! Legal reserve Restticted reserves

Non-restricted equity Non-restricted equity Retained earnings Non-restricted reserves Net profit/loss for the year N et profit/loss for the year

A Swedish company has to transfer 10% of the profit for the year to its legal reserve until the legal reserve amounts to 20% of the share capital. The amount

Atlantic Container Line AB 74 which is available for distribution to the shareholders of the parent company, consists of the lower of the non-restricted equity in the parent company's balance sheet and the non-restricted equity in the consolidated balance sheet, after the required transfers to, legal reserves have been taken into consideration.

The part of the net proceeds from a new share issue that exceeds the nominal value of the issues shares is to be recorded as an increase in the legal reserve.

Untaxed reserves Swedish tax regulations state that campanies that wish to claim certain of the tax incentives available in Sweden, mustrecord charges in their books equivalent to the gross amount of these incentives. Accordingly the profit and loss statement of Atlantic Container Line AB includes transfers to/from untaxed reserves, and the balance sheet includes untaxed reserves. In the consolidated financial statements, however, the untaxed reserves are split into a deferred tax element with the balance treated as restricted reserves. The equity part of an untaxed reserve may not be distributed to the shareholders until the reserve has been dissolved and reported as taxable income.

75 Atlantic Container Line AB APPENDIX6 ARTICLES OF ASSOC/ATION

The following is a certified transtation from Swedish of the Artides of AssoCiation of Atlantic Container Line AB, as adapted by shareholders' resolution on 8 June 1994. Immediately prior to dosing of the Offering, the Artides of Association will be amended to reflect (i) an increase in the capital of the Company, (ii) the reduction of the maximum number of directors to six, and (iii) the right for Rederiaktiebolaget Transatlantic to appoint three directors, including the ~ Chairman, at each general meeting until the ordinary general meeting in 1997, §l The name of the Company is Atlantic Container Line Aktiebolag.

§2 The Company shall, either itself or through the holding of shares or participations in other companies, carry on liner shipping and other transport operations and conduct operations compatible herewith.

§3 The Company has its registered office in Gothenburg.

§4 The Company's share capital shall comprise a minimum of SEK 50,000,000 and a maximum of SEK 200,000,000. The shares shall have a par value of SEK 50.

§5 The board of directors is elected at the annual general meeting of the shareholders for the period up to the end of the next annual general meeting and shall comprise, excluding members not elected at the annual general meeting, a minimum of four and a maximum of seven members with a maximum of two deputies.

§6 The financial year is the calendar year.

§7 One or two auditors and an equal number of deputies are elected at the annual general meeting for the period up to the end of the next annual general meeting.

§8 To participate in the annual general meeting, a shareholder should be entered both in a transcript of the whole shareholders' register relating to the circumstances 10 day s prior to the meeting and helshe should report to the company no later than the day stated in the notice convening the annual general meeting, before 4pm. This day may not be a Sunday, other public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year's Eve and shall not fall earHer than the fifth day prior to the meeting.

Atlantic Container Line AB 76 The annual general meeting is held annually within six months of the end of the fmancial year. The annual general meeting shall be held in the municipality of Gothenburg. The following matters sball be dealt with at the annual general meeting:

l. Election of a chairman for the meeting. 2. Drawing up and approval of the voting list. 3. Election of one or two persons to verify the minutes. 4. Consideration of whether the meeting has been duly convened. 5. Presentation of the annual report and audit report and consolidaled accounts and consolidated audit report. 6. Decisions concerning a. adoption of the profit and loss account, balance sheet, consolidared profit and loss account and consolidaled balance sheet; b. appropriation of the Company's profit and loss account according to the adopted balance sheet; c. discharge of the members of the board and the managing directors from liability. 7. Determination of the number of board members, possible deputy board members, auditors and deputy auditors. 8. Determination of fees for the board of directors and the auditors. 9. Election of the board of directors, possible deputy board members, auditors and deputy auditors. 10. Other matters to be considered at the general meeting pursuant to the Swedish Campanies Act (1975: 1385) of the Artides of Association.

§9 Each person entitled to vote at the annual general meeting may vote for the total number of shares owned and represenled by him without limitation on the number ofvotes. §lO N otice to attend the annual general meeting s hall be made by me ans of an announcement in a national newspaper, published daily in Sweden and Norway, no earlier than four weeks and no later than two weeks prior to the meeting.

§11 A person whose name has been entered into the shareholders' register or in a list according to Chapter 3, sub-seetian 12 of the Swedish Campanies Act (1975:1385) on the appointed reconciliation date, shall be considered to be authorised to receive a dividend, in the case of a bonus issue a new share that accrues to a shareholder, and also to exercise a shareholder's preferential right to participate in the issue.

77 Atlantic Contalner Line AB APPENDIX7 TAXATlON

The summary below is of a general nature and is based on current Swedish, U.S, and Norwegian taxation law and practice as at the date of this Offering Circular. The following summary is intended as a general guide only and is not intended to, nor should it be considered to, conslitute legal or tax advice. Since the summary relates only to the position of persons who are the absolute beneficial owners of the shares and are resident in either Sweden or Norway and may not apply to certain classes of persons, prospective investors should consult their own professional advisers on the implications of making an investment in, holding or disposing of shares under the laws of terntories in which they are liable to taxatio n.

SWEDISH TAXATJON The Company and its Swedish subsidiaries Swedish corporations are liable to national income tax on their net income from all sources. The tax rate is 28%. Machinery and equipment, as ships, may be depreciated for tax purposes by 30% on declining-balance or 20% straight Iine. 25% of the net profit may be offset to an accruals reserve ("periodiseringsfond") for five years. Losses may be carried forward indefinite ly. Since Atlantic Container Line AB has considerable losses (see page 31 herein), Swedish corporation tax is not relevant for the time being.

However, on certain conditions the tax losses may be substantially reduced. This would require a change of ownership where either one single owner obtains a majority of the shares (voting rights) or where the majority of shares (voting rights) are ultimately owned by individuals which each controlat least 5% of the shares (voting rights). In the view of the Company, it is not Iikely that the Offerlog will give rise to a reduction in tax los ses.

Dividends from subsidiaries, Swedish as weil as foreign, are normally tax free. Thus, withholding taxes can not be credited against Swedish tax on other income. Special rules apply for dividends from foreign subsidiaries that have paid no or low tax on profits/gains.

The shareholders Taxation of dividends For Swedish residents, dividends from a Swedish company are normally tax-free. In 1994, there are some limitations for dividends to individuals (for "excess dividends" the tax rate is 30%).

For non-residents, the withholding tax rate is 30%. However, tax treaties normally provide a lower tax rate.

Capita[ gains For individuals who are residents of Sweden, the effective tax rate on capital gains on shares is 12.5%. Losses can be fully set off against capital gains on Iisted shares and equivalent seeurities the same fiscal year. If there are no such gains the tax value of the losses is 8.75% (6.12% if the deficit on capital investments

Atlantic Container Line AB 78 exceeds SEK 100,000). Losses which cannot be offset in the same year maynot be used in later years.

For companies which are residents of Sweden, the effective tax rate on capita! gains on shares is 14%. Losses on shares heldas capita! investment can be set off only against capita! gains on shares and equivalent securities. Losses which cannot be offset in the same year may be used in later years.

Non-resirlents are normally not liable to Swedish tax on capita! gains on shares (however, there are special rules for individuals who have previously been residents of Sweden).

N et wealth tax For shares Iisted on a foreign stock exchange, as Atlantic Container Line AB, the amount subject to net wealth tax is 75% of the Iisted price (some shares that have been Iisted on the Swedish stock exchange after 31 December 1991 are not subject to net wealth tax). The net wealth tax will be abclished from l January 1995.

lnheritance and gift taxes The amount subject to inheritance and gift tax on shares Iisted on foreign exchanges is 75% of the Iisted price.

U.S. TAXATlON The Company and its Swedish subsidiaries Federal tax Income from vessels registered in Sweden is exempt from U.S. tax. lncome from vessels registered in other states is exempt from U.S. tax, if more than 50% of the value of Atlantic Container Line AB's stock is owned, directly or indirectly, by individuals who are residents of West European states (except Spain and Portugal) and North American states.

State tax Atlantic Container Line AB may be exposed to state tax.

NORWEGIAN TAXATlON The shareholders Taxation of dividends Dividends received by companies or persons resident in Norway are subject to Norwegian income taxation as ordinary income. Such dividends are for the time being taxed at the flat rate of 28%. Dividends are also subject to Swedish withholding tax of 15%. Norwegian shareholders may claim a reduction of Norwegian tax (credit) for the Swedish withholding tax. Norwegian limited companies holding 25% or more of the share capita! are exempted from Swedish withholding tax according to the Double Taxation Agreement.

The imputation method, which prevents income taxed at the hand of company from being taxed also by recipients of dividends, does not apply to dividends distributed from non-Norwegian companies. However, Norwegian limited campanies holding 25% or more of the share capita! and voting rights may, according to see. 1-7 in the Norwegian Company Taxation Act, claim a reduction ofNorwegian tax on dividends with company tax paid by the company in Sweden.

79 Atlantic Container Line AB Capita[ gains Gains derived from the realisation of shares are taxable as ordinary income at the rate of 28%. Losses are deductible at the same rate. The Norwegian RISK system (step-up of cost price) does not apply to shares in non-Norwegian companies. Purchase costs in terms of expenditures to broker are deductible upon realisation of shares.

N et wealth tax Shares are generally subject to net wealth tax. For shares in Iisted companies, the amount subject to net wealth tax is 75% of the Iisted price l January in the assessment year. The amount for shares in non-listed campanies -is 30% of the deemed sales value of the shares l January in the assessment year.

Inheritance tax Inheritance of shares is subject to inheritance tax if the deceased was a resident or a national of Norway. If the deceased was resident outside Norway at the time of death, and inheritance tax is paid in the resident state, inheritance of shares is not subject to inheritance tax on the basis of nationality.

Atlantic Container Line AB BO APPENDIX B DRAFT REGISTRAR AGREEMENT

REGISTRAR AGREEMENT

RELATED TO REGISTRATION 1N THE NORWEGIAN REGISTRY OF SECURITIES

BE1WEEN

Atlantic Container Line Aktiebolag 11 11 (THE COMPANY )

AND \

Den norske Bank AS Registrars Department 11 (THE u REGISTRAR )

81 Atlantic Container Line AB This Agreement is entered into this xx day ofSeptember 1994 by and between:

Atlantic Container Line Aktiebolag a company incorporated with limited liabi/ity in and under the /aws of Sweden with regisiered office at 403 36 Geteborg, Sweden, (hereinafter the Company'') and

Den norske Bank AS, through the Registrars Department (Verdipapirservice) a company incorporated in and under the /aws of the Kingdom of Norway with address Stranden 21, 0250 Oslo, Norway. (hereinafter the "Regislrar'')

WHEREAS the Company is duly estab/ished under the laws ofSweden and has been accepted for listing on the Oslo Stock Exchange.

WHEREAS a condition for listing on the Oslo Stock Exchange is that the Company's Norwegian Register is entered into the VPS,

WHEREAS the Regisirar is willing to act as Regisirar on behalf of the Company in all matters relating to the VPS, and act as nominee/depot in the register of Members of the company maintained in Swedenfor Shareholders whose interests are regisiered in the VPS.

NOW, THEREFORE, the parties have entered into the fol/awing:

AGREEMENT l. DEFINITIONs

The Registrar Den norske Bank AS, through the Registrars Department in its capacity ofactingas the connecting /ink between the VPS and the Company.

The Norwegian Register The register ofShareholders maintained in the VPS.

VPS The Norwegian Registry ofSecurities (Verdipapirsentralen), the Norwegian computerised, book-entry based system, in which ownership and transactions related to seeurities are recorded

Shareholder Person or entity regisiered in the VPS as owner ofa share orshares ofthe Company.

''AS-pakken" A special product offering additional reports/statistical information re/ated to the Company's Shareholder Register.

Atlantic Container Line AB 82 2. APPOINTMENT

The Company hereby appoints the Registrar to actasits registrar in accordance with this Agreement. The Registrar agrees to provide such services and to do all such things and to take all such steps as may be required, or requested by the Company, in order to enab/e Shareholders to benefil from and enjoy all the rights and privileges of members of the Company and to enab/e the Company to enforce the provisions of its Bye-laws as if the Shareholders were recorded in the Register of Members of the Company maintained in Sweden. The Registrarshall be responsible and liable towards the Shareholders in fulfilling its obligations under this clause and as setforthin clause 3.1, 3.2, 3.3, 3.4, and 3.5 in this Agreement.

3. UNDERTAKINGS BY THE REGISTRAR AND THE COMPANY

The Registrar underlakes:

3.1 That if any share, debenture, security or other right, asset or benejit (other than a cash dividend) (a "Security'') shall accroe to the Registrar as nominee, it shall ensure that the legal or regisiered title to such Security is held for the benefil of the Shareholders until such time as transfers of such Security are executed in favour of such Shareholders pro rata to their entitlement ofsuch Security.

3.2 To ensure that, at all times, there is regisiered in the VPS accurate and complete information with respect to each person who is or becomes a Shareholder including:

(a) the name andaddress ofeach Shareholder; (b) the number ofshares held by each Shareholder; (c) the date each Shareholder was entered into the VPS as a Shareholder; d) the date any person ceased to be a Shareholder; and

information concerning (c) and (d) will be retainedfor JO yearsfollowing the date referred to in (d);

and all such information which may be required in order to comply with any applicable Norwegian legislation and the rules of the Oslo Stock Exchange in force from time to time.

3.3 To pay over all dividends declared by the Company and confirmedpursuant to clause 3.9 to all Shareholders in the Norwegian Register. To Shareholders who maintain a Norwegian address and/or have supplied VPS with details of their Norwegian Kroner account including LORO account, such dividend will be paid in Norwegian kroner. Other Shareholders in the Norwegian Register who maintain a non-Notwegian address and who have not supplied details of any Norwegian kroner account to the VPS, will receive dividends by cheque.

83 Atlantic Container Line AB 3. 4 To ensure that whenever it receives notice that a shareholders' meeting of the Company is ca/led it shall prompt/y, and in any event within the period required for notice by the Company's Bye-laws, despatch to each Shareholder without undue delay (via air mail to Shareholders with non-Norwegian address) at his regisiered address, a copy of the notice of the meeting along with any proxy card and other materials accompanying such notice. The Regisirar shall, if so requested by any Shareholder, appoint such Shareholder (or its nominee) as the proxy or representative for the purpose ofaltending and voting at such meeting. The Regisirar agrees not to attend or vote at such meeting other than in accordance with proxies from Shareholders regisiered in the VPS. The Registrar shall a/so notify the Shareholders of measures to be taken in order to vote shares. "

3. 5 To ensure that whenever the Company sends to the Regisirar any notice, report, accounts, financial statements, circular or other similar document (each a ''Document'~ relating to the alfairs of the Company, it shall despatch or procure the despatch ofa copy ofsuch Document to each Shareholder at his regisiered address.

3.6 Upon any change or alteration of the share capita! of the Company, to make or cause to be made all necessary amendments to the VPS. For the purpose of this clause, any instructions from the Company shall be accompanied by a statement from the auditors of the Company in respect of such adjustment stating the number of shares in the capita! of the Company which in their opinion it is fair and reasonab/e to be allotted and issued to each Shareholder.

3. 7 The Regisirar underlakes to notify the Company and The Oslo Stock Exchange ifany Shareholder through acquisition becomes owner ofshares (including s hares of certain closely related persons) representing a number of votes in the Company equal to or greaterthan the limits 10%, 20%, 33 1/3%, 50% or 66 2/3% of the total number of votes in the Company. The same applies if the number of votes represenled by the total shareholding after a transfer falls below these limits. "

''As c/osely related persons shall be considered

J. campanies within the same group as the acquirer or transferor,

2. any person holding shares in the Company on the acquirer's or iransferor's be ha/f,

3. any person who has concluded a written agreement with the acquirer or transferor to adopt a lasting. common policy towards the management of this Company by concerted exercise of the voting rights,

4. any person, in respect of whose shares the acquirer or iransferor has been permitled or will be permitled the use of the voting rights,

5. the spouse or co-habitant of the acquirer or iransferor, and

6. children under age coming under the acquirer's or iransferor's guardianship."

Atlantic Container Line AB 84 3.8 The Company underlakes to:

3. 9 lnform the Registrar ofany decision made hy the Company relevant for the continued registration of the Company and its Shareholders in the VPS, in order for the Registrar to be ahle to comply with this Agreement.

3.1 O Confirm to the Registrar full details ofany dividend declared by the Company hefore any payment is made to Shareho/ders in the Norwegian Register.

3.11 Provide the Registrar with a copy of its Memorandum ofAssociation and Bye-laws, and immediately inform the Registrar of any amendment to its Memorandum of Association or Bye-laws.

3.12 Provide the Registrar with the names and addresses ofthe memhers of its Board of Directors, and inform the Registrar ofany changes to such Board ofDirectors.

3.13 Jnform the Registrar which persons or companies are defined as " closely related persons " to each shareholder as part ofAS-pakken, cf clause 3. 7. from l to 6.

4. REGISTRATION OF INSmER TRAD/NG

4.1 The Registrarshall estahlish and maintain a register ofinsiders of the Company.

4. 2 The Company shal/ give the Registrar a list ofpersons that the Companyconsiders as insiders according to the relevant legislation andshall at any time when changes take place update the Registrar with a list ofinsiders.

4. 3 The Registrar uiulertakes to submit a list ofinsiders frading ofshares in theCompany in accordance with the relevant legislation and agreements directly to the Oslo Stock Exchange with a copy to the Company.

5. REGISTER OF SHAREHOLDERS

5.1 The Registrarshall every month produce an updated register ofShareholders from the Norwegian Register.

5.2 At the request ofthe Company, the Registrar shall at any time produce an updated register ofShareholders from the Norwegian Register.

5. 3 The Registrar shal/ once a month send to the Company a register ofall transfers of shares, and a stafistic showing each of the 20 /argest Shareholders' percentage of the totalshare capita/ which have been recorded in the VPS. (this information will be taken out from ''AS-pakka'')

5. 4 Ifanyone other than the Company requests an updated register ofShareholders , a transcript or fabels from the Norwegian Register, the Registrar shall request permission from the Company prior to re leasing such information.

An updated register of Shareholders will be availahle at the Registrar's office for puhlic inspection in accordance with Norwegian law.

85 Atlantic Container Line AB 5. 5 Ifstock brokers, financial newspapers or other persons request a transcript ofthe 20 largest Shareholders in the Norwegian Register, the Registrar is authorised by the Company to release such transcript to the requesting party. The Regisirar will inform the Company ofsuch actions monthly in arrears.

6. THE REGISTER OF MEMBERS.

6.1 The Swedish Registry of seeurities (Värdepappercentralen - VPC) Will maintain Register of Members in Sweden. All the shares of the Company regisiered in the Norwegian Registershall be regisiered in Sweden in the (nomineeldepot) name of Den norske Bank AS Verdipapirservice P. O Box 1171 - Sentrum N- 0107 Oslo

The Registrar shall appoint Skandinaviska Enskilda banken as authorised nominee for the shares.

6. 2 Any Shareholder may demand to be transferred from the Norwegian Register to the Register of Members in Sweden in place of Den narske Bank AS as nominee/depot owner of interest in shares. Any Shareholders who are transferred to the Register of Members in Sweden will not be entitled to have their shares regisiered in the Norwegian Register.

7. PAYMENTS

7.1 The Company s hall pay for the services of the Registrar in accordance with the standard charges of the Registrar which may include reasonab/e out of pocket expenses. The Registrar shall render monthly invoices to the Company detailing the fees payable including out-of-pocket expenses and costs incurred by the Registrar.

7. 2 Charges and expenses shall be dehited the Company's account No. with Den norske BankAS. Settlement ofchargesshall take place monthly in arrears.

7.3 The Company shall pay to the Regisirar a account operafors fee retating to the Company's shareholders . The Regisirar sha/l in tum pay this fee on to each of the shareholders' account operators. The account operator fee is decided upon by the VPS and will be debited quarterly based on the number of shareholders as per December 31st. In the event that the fe e amounts to less than NOK 5. 000,- , if will be debited on an annual basis.

8. CONFIDENTIALITY

Any information regarding the Company or otherwise retating to its affairs, which may be obtained by the Regisirar in cormection with the performance of its duties as Registrar in accordance with this Agreement, will be treated as private and confidential and will not be disc/osed to any third person, uniess required by applicable law.

Atlantic Container Line AB 86 9. TERMINATJON

9.J This-Agreement may be terminaled by either party upon a minimum oftwo months' prior written notice.

9.2 The Company and the Regisirarmay terminale this Agreement upon JO days' prior notice in the event of any' material breach by the other party of its duties hereunder. The Regisirarmay terminale this Agreement upon JO days' prior written notice in the event that the Company becomes unab/e to pay its debts.

9. 3 Upon notice of terminatton of this Agreementfor any reason whatsoever, the Company shall, without delay, appoint a new regisirar in place ofDnB. The Company shall forthwith and in writing notify each Shareholder of the name and address of the new regisirar and the date on which the new registrar has been entered in the register of members of the Company as their new nominee in place ofDnB and the Regisirar shall immediately transfer all information conceming Shareholders and insiders to the Company and/or to the new regisirar instructed by the Company. Such transfer shall be free of charge if the lerminatian is as a resu/t of the Registrar's material breach of this Agreement and otherwise on/y labour costs shall be charged

10. GOVERNING LA W JURISDICTION

This Agreement s hall be govemed by and construed in accordance with the laws of the Kingdom ofNorway. Any dispute between the parties relating to this Agreement which cannot be amicably settled between the parties, shall be submitled to arbitration in Oslo according to the Norwegian Civil Procedure Act, Chapter 32. The arbitration shall be conducted in the English language or accompanied by qua/ifled English translation.

This Agreement shall come inta force when the Company is regisiered in The Norwegian Registry ofSecurities and Den norske Bank AS is regisiered as the Company's Registrar.

\ , _ This Agreement is issued in two originals, one for each of the parties.

Oslo, XX September 1994

Atlantic Container Line Aktiebolag for Den norske Bank AS

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87 Atlantic Container Line AB • •

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THECOMPANY

Registered address: Atlantic Container Line AB S-403 36 Gothenburg Sweden

Corporate head quarter: Atlantic Container Line 50 Cragwood Road South Plainfield, NJ 07080 USA

LEAD MANAGER

Fearnley Fonds A/S G rev W ed els p lass 9 P.O.Box 1158 Sentrum 0107 Oslo Norway

LEGAL ADVISERS

As to Norwegian law: As to Swedish law: Wikborg, Rein & Co. Mannheimer Swartling Kronprinsesse Märthas plass l Västra Trädgårdsgatan 15 0160 Oslo P.O.Box 1650 Norway S-111 86 Stockholm Sweden

AUDITORS TO THE COMPANY

Caisa Drefeldt and Gunnar Hjalmarsson Coopers & Lybrand S-405 32 Gothenburg Sweden

Printcd in Norway by @ ESSET GRAFISKAS