TEEKAY CURRENT TEEKAY NEWS FOR TEEKAY PERSONNEL

March 2015 | Volume 34 | Issue 11

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ISSUE HIGHLIGHTS NEWS Fourth Quarter Updates Page 1 - 2

Knarr Achieves First Oil Fourth Quarter Updates Page 2 The Editor Life At Sea – Video Page 3 “All four companies made a profit - first time since 2008!"

Company Performance Factor Page 4 Peter Evensen is in fine form reviewing Q4 and the whole of 2014. Here is some of what he shares: Messages from Kenneth Hvid Page 5 “We had a great year…All of our verticals were on FIRE.” “All four public Captain Igor Danikin, 1AE Aleksandr companies made a profit – the first time since 2008!” Watch the full quarter Fadeev, and Chief Officer Igor Popleskin review from Peter here. arrive in Sabetta Page 6 (Note: Vessels without VSAT access will receive this in the Creole Spirit keeling & taking shape next Fleet DVD) Page 7

Docking of Hugli Spirit CEO update: Never a crisis, merely an opportunity Page 8 The Editor Teekay’s first Floating Accommodation Unit (FAU), Arendal Spirit With recent decline in Page 8 oil prices, Peter Evensen expects Hummingbird Spirit reaches six years with zero Lost Time Injuries 2015 to be a different Page 9 year – but is still

Update on meeting between Odebrecht and optimistic. The focus? Teekay Working closely with Page 10 customers and A message from Ray McNamara suppliers for a win-win Page 11 on both ends. Farewell Lois Nahirney Page 11 In this quarterly update video, Peter explains how together we can face the strong headwinds ahead. We must know our current contracts and Market Updates Page 12 future-proof new contracts ($7b so far!) by reducing costs, changing working practices and seeking new opportunities. Best of #TeekaySpirit Page 13 And, in case you haven’t seen it already, here are Peter Evensen’s thoughts for Teekay in 2015. A must read. Stock Activity

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Note: Vessels without VSAT access will receive this in the next Fleet DVD. Job Postings Page 15

BRINGING ENERGY TO THE WORLD

Q4 and 2014 Review Updates from Vince Lok, CFO & Executive Vice President: The Editor

Goal of returning to profitability in 2014 has been achieved! All the numbers have been crunched. Q4 was a big success and 2014 ended on a positive note - back in the black!

Vince Lok brings you the details of how we made it, and also good news about the Corporate Performance Factor (CPF).

For more, watch the fourth quarter CFO update. Note: Vessels without VSAT access will receive this in the next Fleet DVD.

Whistler Bank Meeting 2015 The Editor

Just how many billions of dollars of deals do we have to finance in 2015?

Vince is joined by Greg Romaniuk to share a bit of background on the recent Whistler Bank Meeting.

This biennial meeting is one of the important ways we keep our Finance partners excited about what we are doing. Greg talks about his shopping list of projects, how we stand apart from our competitors, oh and about the fun.

We are not sure how much of the discussion took place on the bobsled course, see if you can tell. Watch the Whistler Bank Meeting summary video.

Note: Vessels without VSAT access will receive this in the next Fleet DVD.

From Peter Lytzen: Our latest FPSO new build, the Petrojarl Knarr, has achieved first oil Peter Lytzen - President and Chief Executive Officer, Teekay Petrojarl

I am very happy to announce that our latest FPSO new build, the Petrojarl Knarr, has achieved first oil at the Knarr field in the North Sea.

Commencement of production also marks the strengthening of our long-term relationship with BG and their partners which, beside Teekay being responsible for the production of the Knarr field, also includes the responsibility for export of the crude to shore by our existing shuttle tankers. A real testimony of BG and their partners' trust in Teekay and our capability to be a one-stop shop for our customers.

Petrojarl Knarr was constructed at Samsung Heavy Industries in South Korea and is equipped with an internal turret provided by OneSubsea. The oil production capacity of Petrojarl Knarr is 63,000 bopd with gas compression and treatment facilities up to 47 mmscfd. The size of the hull is 256 m x 48 m with a storage capacity of 800,000 barrels and

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on board we can accommodate up to 100 people.

I would like to thank everyone who was involved in the planning, building, and start-up process of the Knarr FPSO. The successful commencement of production is a great achievement and I am impressed by and proud of the team work, commitment, and spirit that I have seen since we won the contract in June 2011. Well done, everyone!

Click on the link below to access Press Release from BG Group. http://www.bg-group.com/111/media/press-releases

Kenneth Hvid's Friday Note: A week of milestones! Kenneth Hvid - Executive Vice President and Chief Strategy Officer

First Oil on Knarr, the delivery of our 3rd towage vessel into ALP, and the loading of Arendal Spirit in China for transport to Brazil - another week with important milestones to celebrate (some people even got cake).

These achievements don’t come without meticulous planning, hard work and willingness to put other things in our lives on hold as this is happening. Thank you all!

Our TOO unit price started out the week below $20, and closed at $22.26 today. As you are aware, the stock has been underperforming with the drop in oil price, so it’s nice to see that the market took notice of the Knarr First Oil announcement even though the FPSO technically isn’t owned by TOO yet. The stock price is important as we look to issue new equity to fund our continued growth of the company. There isn’t much we can do about macro headwinds, but what we can do is executing on our projects and operating well.

I know many of you are anxious to hear about the next organizational steps. Next week we will share the selection process for the P&L lead roles in Teekay Offshore. We are only considering Teekay candidates and therefore expect to finalize the process by end of April. At that point we will be meeting with the candidates to refine the roles and responsibilities and together agree on our priorities as a leadership team. In the meantime it is business as usual.

Teekay's most watched video ever? Check out life on the European Spirit.

Watch the video here. Note: Vessels without VSAT access will receive this in the next Fleet DVD.

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Company performance factor The Editor

Company Performance Factor (CPF): Final CPF is 1.01 and Board has approved a discretionary increase of an extra 10% to our 2014 Short-Term Incentive Award.

Company Performance Factor (CPF): 2014 Final Results and 2015 Target Key Points

 Final 2014 CPF is 1.01, as the CPF-based net income achieved was $11 million compared to our target of $10 million.  Board has approved a discretionary increase of an extra 10% to our 2014 Short-Term Incentive Award (i.e., bonus)  CPF for 2015 continues to be linked to consolidated profitability

Message We are pleased to announce Teekay’s Company Performance Factor (“CPF”) for 2014. Teekay exceeded its target CPF- based net income which resulted in a CPF of 1.01. In addition, in recognition of the many achievements and significant efforts of the staff during 2014, the Teekay Board of Directors has approved a discretionary increase of 10% to the bonus or Short-Term Incentive (“STI”) pool.

The result is that the 2014 Short-Term Incentive Awards for those staff that are based on the CPF will be 1.01, and that a further 10% will also be added to those bonus payments. This effectively represents an increase of over 50% compared to the 2013 CPF of 0.72. Congratulations to everyone on a successful year in which all four of our publicly-listed companies on the NYSE were profitable and it was Teekay Corporation’s first full year of positive adjusted net income since 2008.

Details of 2014 CPF-based net income As a reminder, for every $1 million of CPF-based net income above our 2014 CPF target net income of $10 million, the CPF increases by 0.01. As highlighted in the attached chart, our final result for 2014 net income on a CPF basis was $1 million above the target of $10 million. (As a reminder, for CPF purposes in 2014 we start with our adjusted net income for the year of $1.5 million and then assume the Petrojarl Iwas sold on June 30, which is consistent with our budget assumptions, and results in adding back $9.5 million of losses to CPF-based net income for the second half of the year as the Petrojarl I was in layup and not earning any revenue.) This final 2014 CPF result is an improvement from our last estimate as we had stronger than forecast fourth quarter results.

In summary, slightly higher than targeted results for the year are primarily due to:

 Higher than expected spot tanker rates;  Higher interest earned from the VLCC loans earlier in the year; and  Fees earned from managing our new tanker (TIL) and drybulk (BIL) entities, offset by

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 Lower than expected revenue from the Foinaven FPSO due to a combination of compressor issues and oil production shortfalls resulting from subsea issues which our customer is working to rectify

As a reminder, the Short-Term Incentive formula is as follows: Salary x Target Award % x [((Individual Performance Factor x 50%) + (Team Performance Factor x 50%)) x CPF] The CPF impacts the total bonus pool which increases or decreases in size based on the success of the company in meeting its targeted CPF-based net income.

2015 CPF For 2015, the CPF will continue to be based on consolidated adjusted net income, which we believe gives each of us a clear line of sight to our goal of continued profitability. Our budgeted 2015 adjusted net income is $51 million. However, we have a CPF-based target of consolidated adjusted net income of $25 million to achieve a 2015 CPF of 1.0, which again will be adjusted up or down by 0.01 for every $1 million above or below the targeted $25 million of CPF- based net income. The CPF target is lower than our 2015 budgeted adjusted net income to take into consideration some of the uncertainties in our businesses. If we were able to achieve the budgeted 2015 adjusted net income of $51 million, this would result in a 2015 CPF of 1.26. We will report to you throughout 2015 on a quarterly basis on how we are progressing towards the 2015 CPF target.

Messages from Kenneth Hvid Kenneth Hvid - Executive Vice President and Chief Strategy Officer, Teekay Offshore

Busy days throughout the offshore business at Teekay. Some people are particularly busy with delivery of new assets and one major one in particular.

I spent the first week of March getting ready for Board meetings in Bermuda. We are having 5 in total including TIL. Once a year, TK Board and Daughter Boards meet for a joint session to review what's happening throughout Teekay and the business environment that we operate in. That will be on Wednesday, and there is no shortage of material to discuss this year.

I'm beginning to get my head into the new role and so are Peter L, Ingvild and David. We have had a number of discussions on how we go about the change, how we as a team add the most value to TOO and how we set our new P&L leads up for success. We are also aligning ourselves on what our ambition is for TOO, and it is really quite simple.

We want to create a world class offshore production and logistic services provider through an organization where:

 Most decisions are made on the frontline – by the people who have the shoes on  We share lessons learned across the company and improve for every project we deliver  We meet customers with the same Offshore story – delivered with energy and passion  We build partnerships, inside and outside TOO, that bring out the best in all of us  People can grow their talent, and are motivated and challenged every day  People have an impact on the bottom line, and get rewarded for delivering results  We have fun….

I hope you are as excited about this as we are.

Kenneth Hvid's Friday Note: Recap from the Board meetings in Bermuda Kenneth Hvid - Executive Vice President and Chief Strategy Officer, Teekay Offshore

As I head back to Vancouver from Board meeting week in Bermuda, I wanted to share a couple of notes.

As I mentioned in my note from the beginning of March, we had meetings for all of our 5 publicly listed companies, including Teekay Offshore. Ingvild and David Wong attended the meeting whilst Peter Lytzen was working with the Floro team on Knarr, although he did dial in, and gave an update on the great progress on the project this week.

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We also discussed the changes in our business and how we are approaching the organization of our offshore activities going forward. The Board is fully supportive and they agree that now is the time to move to the shared leadership model for TOO – the size of our business has reached that “tipping point”.

As we are integrating a number of new assets in TOO in 2015, we are of course all watching and debating the industry fundamentals. Between “lower oil price” and “Brazil”, we are all aware that 2015 is going to be challenging.

In our joint session with all the Boards, we had a very good presentation by Bob Tarun who has written “the book” on FCPA. Bob Tarun commended the Boards for the “strong and clear tone from the top” as well as the programs that Paul Townsend has been implementing. As always there is more that can be done, and undoubtedly this is an area where we need to continue to evolve and apply world leading practices, so stay tuned as this involves all of us.

Of course we also had to discuss our view on the oil price – we had prepared a "bear" and a "bull" presentation. Peter Evensen and I flipped a coin, and ended up “debating” each side. Afterwards we broke into groups and discussed the "big" questions at the end of the "bull" presentation. The presentations are a quick read, the questions good conversation starters and something to think about.

Captain Igor Danikin, 1AE Aleksandr Fadeev, and Chief Officer Igor Popleskin arrive in Sabetta Laura Mazs- Lead Marine Personnel Officer, Teekay Shipping

On February 26th, Chief Officer Igor Popleskin, 1AE Aleksandr Fadeev joined Yamal vessel Captain Danikin in Arkhangelsk to sail with the vessel to Sabetta. After a month onboard they signed off safely in Sabetta.

They were both extremely excited to meet the Glasgow Team on Friday March 27th, and have a lot of information / photos to share.

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Keel laying of Creole Spirit Philippe Wesel - Site Manager – New Build

Another milestone for H2407 – Creole Spirit!

An awfully windy and rainy for the keel laying day of Creole Spirit which was held on 3rd March. I don’t know if the rain has the same effect on the ship’s production as on the plant growths that we are watered regularly, but it remains the fact that the day after the keel laying, 6 other mega blocks (3 cofferdams and 3 bottom blocks) were already in place. For the non-technical people reading this article, the scaffolding that we see on some pictures is installed temporarily for the assembly of the cargo containment system (around 60,000 insulation blocks per ship many kilometers of invar membrane).

I take the opportunity to show some pictures of the HP compressor skid that we visited in Busan. Amazing dimensions:13 meters x 8 meters x 7 meters and a total weight of 165 tons… Just for pushing the gas (at 300 bar) through a 40 mm pipe!!!

Creole Spirit taking shape in the dry docks at DSME Tony Bingham - Director, Business Development and Technology, Teekay Shipping

10 days after keel laying and the Creole Spirit is starting to take shape in the dry dock at DSME. The first MEGI engine has been installed.

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Docking of Hugli Spirit John Bateson – Director, Fleet Operations, Teekay Australia

The Hugli Spirit departing Sembawang Shipyard, 8th March 2015 on the successful completion of her 2nd Special Survey. "

“Hugli Spirit" has recently completed her Caltex Charter serving on the Australian Cabotage trade and this docking unfortunately brings the end of her management with Teekay Australia. I would like to thank Ashley Hart, David Zammit and the remaining TKA ship staff for a safe and well managed refit. Wishing "Hugli Spirit" fair seas in her new life in the Norient Pool.

Delivery of the Teekay FAU Lego models of Arendal and Stavanger Spirit Christian Fjell - VOC Operator and Business Development

On March 13th 2015, we took delivery of the Teekay FAU Lego rig no 1 and 2 in the office (Arendal Spirit and Stavanger Spirit). Arendal Spirit is now transported and commissioned on time on budget and delivered to operate on the desk of the happy client Anders Rod. We are crossing our fingers that the client Petrobras will be as pleased with the delivery of the real deal as Anders was of his model.

Teekay’s first Floating Accommodation Unit (FAU), Arendal Spirit, enroute to Brazil Kjell Ove Breivik - Strategic Development, Teekay Offshore

Another important milestone for our Floating Accommodation Unit ARENDAL SPIRIT. Today we have been loading our unit onto the Cosco Heavylift vessel.

Process is still ongoing, and seafastening continued for another 1,5 days before we set sail for Brazil. Thereafter, we hope for 37 days of calm seas and favorable winds. Wish them safe sailing!

Thanks a lot to Stein Egil Sjuve for his outstanding efforts over almost 2 months preparing for the sailaway from China. Brazil next!

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ALP Centre and ALP Guard takeover and reflagging Gerrit-Jan Fidder – Assistant Sales & Marketing Manager, ALP Maritime Services

ALP is very glad to inform everyone on the take-over of the ALP Centre from its former owners, Harms Offshore, and reflagging of the vessel to Dutch Flag. Of course also the ALP Centre has been beautifully painted in the distinctive ALP colors. ALP Centre is the sister vessel of ALP Guard, and with 300 tonnes Bollard Pull and large fuel capacity, this AHT is specially designed for the long distance towing-, positioning, mooring and hook-up market.

The vessel is currently underway to Mauritius where she will pick-up the Transocean SSDR Sedco 707 for towage to Labuan which will take her approximately 28-34 days. We are thankful to all the people for their support and patience in the process.

Dampier Spirit departing CALM Buoy and hawser and heading into Dampier for storage ashore Michael Barton – Manager, Marine offshore Services, Teekay Australia

Photo of Dampier Spirit departing CALM Buoy and hawser in order to be transported into Dampier for storage ashore. This hawser is 70 metres long, has a circumference of 20 inches and weighs 4.2 Tonnes - not the easiest thing to manoeuvre or handle. It is also covered in seagul guano! This is all part of an ongoing project currently underway with Apache Energy to renew anchor chains on their CALM Buoy.

Hummingbird Spirit reaches six years with zero Lost Time Injuries Andree Stephansen - Communications Coordinator / Intranet Editor, Teekay Petrojarl

The Hummingbird Spirit team passed a significant milestone today when they achieved six years with no LTIs. Congratulations were not slow in being transmitted. From Hummingbird Spirit OIM Mark Williamson of the Wood Group, came the following message:

"I would like to extend my congratulations to all the Hummingbird crew, vendors, visitors and support team as we have now reached the 6 year LTI free milestone; this demonstrates the visible commitment to get everyone, every day, home safely, doing the right thing in line with our core values and lifesaving rules. Let’s not lose focus and become complacent at this achievement as we have recently had a couple of close calls so let’s all continue the drive for continual improvement and stay ever vigilant. Again well done and my thanks to all."

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And VP of UK Operations, Dennis Law, replying to Mark, said:

"My heartiest congratulations to all of you and your crews on this important milestone. A great achievement that you all should be proud of."

Teekay Petrojarl's Operations Manager for the Hummingbird Spirit, Hans Ramsvik, sent the following message:

"A great achievement by the dedicated crew on board Hummingbird and supported by client Centrica Energy as well as Teekay Petrojarl. It should also be noted that since the start of production in autumn 2008, we have delivered 15 million bbls of oil against an original target of 7 m bbls. During the morning call, the crew was praised by Teekay for this achievement and all agreed that we need to maintain the same focus going ahead. It is only continuous focus by everybody involved that can make this happen."

And from all the rest of us in Teekay Petrojarl, onshore and offshore, to the OIM, crews and onshore support team, Congratulations! Well done!

Petrojarl 1 getting prepared for new life at the Atlanta Field in Brazil. Knutt Kusslid - Contracts Director, Projects, Teekay Trondheim

The Grand Lady, Petrojarl 1, is getting prepared at the Damen Ship repair Yard in Rotterdam for her new life at the Atlanta field in Brazil from Q2-2016. Just completed a visit and meetings. The Great TKP project team has the challenging task to complete the modifications on the hull/marin+topside systems and the Pre-Ops over a very short period of time. With their professionalism, the proper support, and with TK SPIRIT they all have, I'm sure they will succeed. Best of luck!

Update on meeting between Odebrecht and Teekay Tor Bye-Andersen – VP Finance & Accounting, Teekay Trondheim

A board meeting was held between OOG-TKP for FPSO Cidade de Itajai on March 3rd in OOG-TKPs offices in Itajai, Brazil. It was a good meeting, continuing the good cooperation and spirit of the JV. The board used the opportunity to acknowledge the excellent performance of the unit for 2014. It is one of Petrobras's best performing assets both in terms of uptime and HSE.

Chris Brett and myself went offshore to visit the FPSO on March 4th. The FPSO is an impressive sight. The unit was offloading oil to a shuttle tanker while we were there (not a TK tanker this time), so that was interesting to observe. During its 2 years of operation it has already offloaded 40 mill bbls of oil to Petrobras. We also used the opportunity to have a town hall with the crew, complementing them with the good performance and a very tidy vessel. It was good to observe the good spirit and enthusiasm of the crew onboard.

The board also would like to thank Daniel Figueiredo for his very good work as operation manager for Itajai, as Daniel now has moved on to new challenges in the Libra project in Singapore.

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A message from Ray McNamara Ray McNamara - Managing Director, Teekay Marine Ltd

Good day Ladies and Gentlemen,

After completing my first month with Teekay, I wanted to share what I have learnt and the priorities we are focusing on. Aligned with one of Kevin Mackay’s previous key messages “our product is our ships”, I believe my team’s responsibility as part of the “One Tanker Team” is to:

 Operate the best ships in the market  Care for the safety of our people ashore and afloat. Care for the protection of the environment.  Delivers the promises we make to our customers In an effort to deliver on our responsibilities, we have identified the key areas of focus:  Stop the flow of incidents  Improve our vetting performance  Build an Execution / Debrief and Learning / Quality Focus culture.  Early preparation for a very demanding docking year.  Improve our support to business development  Build a Marine HR strategy and improve our connection to our people onboard  Build "Life books" or vessel asset plans for our vessels

Additionally, to support the “One Tanker Team” I would like to share a few initiatives to improve our connection to our people onboard.

1- I will be hosting my first seafarer conference in India during April, where Kevin Mackay and representatives from Commercial and Finance teams will also be attending to share our vision and priorities, provide a more rounded understanding of the whole tanker business, as well as listen to and engage with our seafarers. We will connect sea and shore face-to-face to discuss the business as a whole. 2- Many people on shore do not get to experience life aboard a tanker. I hope that we can get more content from the sea to the shore, giving a behind-the-scenes glimpse of life at sea and to hear stories from the seafarers.

Farewell Lois Peter Evensen, President and Chief Executive Officer

I regret to announce that Lois Nahirney will be leaving Teekay, effective April 9.Lois will be moving to the role of CEO for a startup company, an opportunity that I know she will pursue with her usual energy and passion. She is looking forward to the entrepreneurial challenge as well as taking on external board appointments.

Lois joined Teekay in 2008. She has led the Corporate Resources team including global Shore HR, IT, Communications and Corporate Services. She took on a number of initiatives including Corporate Social Responsibility, Sustainability, and BERT, and most recently, she helped to successfully set up the Bulk Carrier Services business for Teekay. An important project Lois undertook for Teekay was to facilitate the engagement of employees from around the world to create Teekay's people-focused 2020 Vision and Values. Lois has been an engaged and passionate leader both within Teekay and in the community.

On behalf of the Board of Directors, the SLT and all of us at Teekay, thank you Lois for your dedication and commitment to the company and its employees.

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Market Updates – March 2015 The Editor

Teekay Marine Markets - Gas Update, March 2015. Watch here.

Short term charter rates for LNG vessels are likely to remain weak for much of this year, but this is forecasted to be the bottom of the market. Find out more with Nicholas Schneider in this quarter’s LNG Market Update.

(Note: Vessels without VSAT access will receive this in the next Fleet DVD)

Teekay Marine Markets - Tanker Update, March 2015. Watch here.

The first half of 2015 is looking up for the crude tanker market, with no changes to that strong outlook. Watch Christian Waldegrave's monthly tanker market update for more!

(Note: Vessels without VSAT access will receive this in the next Fleet DVD)

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BEST OF #TEEKAYSPIRIT

We’ve seen some outstanding photos from you on social media. Every month we will pick some of our favorites to share with you and the world! Post your photos on Facebook, Twitter or Instagram using the hashtag #TeekaySpirit or send them via email to [email protected]. This month’s photos belong to (from left to right): @teekaycorp, @rob_puttman, @honstad66, @eivme, @nishudan

Your part in all of this

Your stories matter and we want to hear from you! Follow us on Instagram and Facebook , as well as online through our new website, www.teekay.com. Submit your stories, photos, thoughts, and ideas.

Facebook | Twitter | LinkedIn | Instagram | YouTube | Pinterest | SlideShare | Google +

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STOCK ACTIVITY

For more details on Teekay and each entity’s stock performance, visit: http://goo.gl/EyYwxS

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JOB POSTINGS

Please note that although not all jobs will be relevant to seafarers, we encourage you to forward the descriptions to anyone that you think may be interested. We welcome your feedback on this section at: [email protected]. For more info on each position, please see attached PDF files.

Job Title Location HR Contact Close Date

Vessel System Support Specialist Singapore Jamie Chow April 10, 2015

Risk, Audit and Compliance Summer Intern Vancouver Briana Long April 3, 2015

Payroll Stavanger Helene Hansen March 27, 2015

Marine HR administrator Glasgow Jennifer Nicol April 30, 2015

Marine HR administrator Singapore Michelle Leong April 16, 2015

To view and apply for a current opportunity, please visit: http://teekay.com/people/careers/internal/en/

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Reports can be submitted confidentially and, if desired, anonymously. All complaints are received and processed by The Network, an independent organization that provides web reporting services to companies around the world.

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