Bonheur ASA, prospectus of 17 March 2010 Registration Document Prospectus Bonheur ASA Registration Document Oslo, 17 March 2010 Arranger: 1 of 37 Bonheur ASA, prospectus of 17 March 2010 Registration Document TABLE OF CONTENTS: 1 Risk factors ....................................................................................................................4 2 Definitions......................................................................................................................5 3 Persons responsible .........................................................................................................7 4 Statutory Auditors ...........................................................................................................8 5 Information about the issuer and the guarantor ...................................................................9 6 Business overview .........................................................................................................10 7 Organizational structure .................................................................................................19 8 Trend information..........................................................................................................20 9 Administrative, management and supervisory bodies ..........................................................22 10 Major shareholders ......................................................................................................25 11 Financial information concerning the issuer's assets and liabilities, financial position and profits and losses.......................................................................................................................27 12 Third party information and statement by experts and declarations of any interest ................30 13 Documents on display ..................................................................................................30 Cross Reference List .........................................................................................................31 Bonheur ASA Articles of Association ....................................................................................32 Ganger Rolf ASA Articles of Association ...............................................................................34 Bonheur ASA fleet list as of 31 December 2009 ....................................................................36 Ganger Rolf ASA fleet list as of 31 December 2009................................................................37 2 of 37 Bonheur ASA, prospectus of 17 March 2010 Registration Document Important information Investments by Bonheur ASA are largely carried out jointly with Ganger Rolf ASA. In case of Ganger Rolf ASA acting as guarantor for the debt issued by Bonheur ASA, information about the guarantor will be provided in the Prospectus in accordance with Annex VI of the commission regulation no 809/2004 of the European Parliament and of the Council. In general, the information provided in the Prospectus is valid for both Bonheur ASA and Ganger Rolf ASA, if not otherwise stated. The Registration Document is based on sources such as annual reports and publicly available information and forward looking information based on current expectations, estimates and projections about global economic conditions, the economic conditions of the regions and industries that are major markets for the Company's (including subsidiaries and affiliates) lines of business. Important factors that could cause actual results to differ materially from those expectations include, among others, economic and market conditions in the geographic areas and industries that are or will be major markets for the company's businesses, market acceptance of new products and services, changes in governmental regulations, interest rates, fluctuations in currency exchange rates and such other factors as may be discussed from time to time in the Registration Document. Although it is believed that the expectations are based upon reasonable assumptions, the Borrower can give no assurance that those expectations will be achieved or that the actual results will be as set out in the presentation. Neither the Arranger nor the Borrower are making any representations or warranty, expressed or implied, as to the accuracy, reliability or completeness of the Registration Document, and neither the Arranger the Borrower, nor any of its directors, officers or employees will have any liability to you or any other persons resulting from your use. This Registration Document is subject to the general business terms of the Arrangers, available at their websites. Confidentiality rules and internal rules restricting the exchange of information between different parts of the Arrangers may prevent employees of the Arrangers who are preparing this presentation from utilizing or being aware of information available to the Arrangers and/or affiliated companies and which may be relevant to the recipients decisions. The Arranger and/or affiliated companies and/or officers, directors and employees may be a market maker or hold a position in any instrument or related instrument discussed in this Registration Document, and may perform or seek to perform financial advisory or banking services related to such instruments. The Arranger's corporate finance department may act as manager or co-manager for this Company in private and/or public placement and/or resale not publicly available or commonly known. Copies of this presentation are not being mailed or otherwise distributed or sent in or into or made available in the United States. Persons receiving this document (including custodians, nominees and trustees) must not distribute or send such documents or any related documents in or into the United States. Other than in compliance with applicable United States securities laws, no solicitations are being made or will be made, directly or indirectly, in the United States. Securities will not be registered under the United States Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The distribution of the Registration Document may be limited by law also in other jurisdictions, for example in Canada, Japan and in the United Kingdom. Verification and approval of the Registration Document by Oslo Børs implies that the Registration Document may be used in any EEA country. No other measures have been taken to obtain authorisation to distribute the Registration Document in any jurisdiction where such action is required. 3 of 37 Bonheur ASA, prospectus of 17 March 2010 Registration Document 1 Risk factors Risk factors The Company’s and the Guarantor's ordinary operations involve exposure to credit-, interest-, currency-, bunker price- and liquidity risks. Financial derivatives are used as a safeguard against fluctuations in interest rates, exchange rates and bunker prices. Entering into a derivative contract entails less variation in Company and Guarantor cash flow than would otherwise be the case. However, variations in the profit and loss account may increase, due to the fact that changes in the fair value of derivative contracts are quarterly recognized in the income sheet as long as the contracts do not meet the requirements for hedge accounting. Credit risk Transactions with financial derivatives are carried out with counterparties with good credit ratings. The counterparty risk is therefore considered to be low. The maximum exposure of the credit risk is reflected in the balance sheet value of each financial asset, including financial derivatives. Interest rate risk The Company and the Guarantor are exposed to fluctuations in interest rates, as the debt is partly based on floating interest rates, primarily in GBP and USD. From time to time, the Company and the Guarantor enter into interest rate swap agreements in order to reduce the interest rate risk. Normally there is a close match between the interest rate swap agreements the Company and the Guarantor enter into and the specific loans and financial lease commitments of the Company and of the Guarantor. The underlying amount of the interest rate swap agreements, payment profiles and other terms are aligned with the underlying obligations in order to achieve the highest possible degree of hedging. However, the Company and the Guarantor enter also into interest rate swap agreements which are not directly related to specific loans or financial lease commitments. Currency risk The Company and the Guarantor are exposed to currency risk by the purchase, sale, assets and liabilities in other currencies than NOK, primarily the currencies GBP, USD and EUR. The Company and the Guarantor accounts are presented in NOK. The Company and the Guarantor are closely monitoring the currency markets, and enter into forward exchange contracts when this seems appropriate. Most forward exchange contracts entered into are hedging contracts. For forward exchange contracts utilized as financial hedging of monetary assets and liabilities in foreign currency, but not qualifying for hedge accounting, the variations in fair value are charged against the income statement. Both variations in the fair value of forward exchange contracts and currency gains and losses on monetary assets and liabilities are included in the Company’s and the Guarantor's net financial items. For currency contracts used for hedging of monetary assets and liabilities in foreign currencies, but not subject