Company profile – investor presentation

Offering Deepwater Floating Production Systems

1 www.fpsocean.com
 Disclaimer – forward looking statements

 This presentation has been prepared by FPS Ocean AS (“FPS Ocean” or the “Company”) solely for the Company’s use in presenting its business or
marketing its services to prospective business partners, clients, investors or any other party.

 The Company will not be making any representation or warranty, expressed or implied, or assurance of any kind as to the accuracy, reliability or
completeness of the Presentation. Neither the Company nor any of their respective directors, officers or employees will thus have any liability or
responsibility to the recipients of the Presentation or any other persons resulting from their use of the Presentation.

 The content of this Presentation includes and is based, inter alia, upon forward-looking information and statements that are subject to risks and
uncertainties. These statements are based on current expectations, estimates and projections about global economic conditions and the economic
conditions of the regions and industries that represent major markets for the Company. Important factors that could cause actual results to differ
materially from those expectations include, among others, macro economic fluctuations, interest rates, oil prices and such other factors as may be
discussed from time to time in the Presentation. No assurance can be given that those expectations will be achieved or that future results will be as set
out in the Presentation. This Presentation represents our initial views and we reserve the right (but shall not be obliged) to revise, update or replace any
statement herein.

 By relying on this Presentation you acknowledge that you will be solely responsible for your own assessment of the information contained herein and that
you will conduct your own analysis and be solely responsible for forming your own view of the potential future performance of the Company’s business.

 In addition, this Presentation and the analyses set out herein are not and do not purport to be an appraisal or valuation of any of the securities, assets or
businesses of the Company.

 This Presentation is subject to Norwegian law, and any dispute arising in respect of this Presentation is subject to the exclusive jurisdiction of the
Norwegian courts.

2
 Company introduction
 
 FPS Ocean was established in 2005 by individuals with substantial experience in founding and
running world class oil service contractors

 The FPS Ocean vision is to become a significant niche player in the global market for floating
production systems in deep to ultra deep waters

 Our business model is to build, own and operate Floating Production Systems

 FPSOcean is offering FPSO solutions for expedient development of deepwater reservoirs using
cost effective Dynamic Positioning systems with safe, reliable and innovative technology

 We are currently converting a shuttle tanker to a Dynamic Positioning FPSO for extended well
testing, early production and/or deepwater field developments and has acquired vessel
number 2 and also long lead items

 The company has a goal of developing a fleet of 4-5 units over the next 4-6 years

 Main office in Oslo, sales offices in Rio de Janeiro and Houston

3
 Company management
Substantial experience in founding & running world class oil service contractors

 Erland P. Bassøe (1957), Co-founder & Chairman

 25 years offshore experience
 Seajacks, Floatel International, Scorpion Offshore, Frontier Drilling, ODS-Petrodata, Bassoe Offshore

 Georg Sverdrup Onsrud (1955), Co-founder & Chief Executive Officer

 25 years offshore experience
 Fred. Olsen Production, Aker, Stolt, Kværner

 Christian Mowinckel (1954), Chief Financial Officer

 27 years senior management experience in industry and offshore
 Ocean Rig, Kvaerner, Elkem, DnB NOR

 Kjetil Bruun-Olsen (1956), Vice President, Projects & Operations

 12 years offshore, 12 years shipping experience
 Fred. Olsen, Star Refer, Neptun

 Leif O. Aaker (1951), Vice President, Business Development

 30 years offshore experience
 Boa Offshore, Fred. Olsen Energy, Golar-Nor Offshore (Petrojarl)

 Ola Often (1956), Vice President, Technology

 25 years offshore engineering
 Fred. Olsen, PGS, ABB

4 More details in appendix

 Company management
Corporate structure

FPS Ocean AS
Norway

FPSO Management AS FPSO Operations Ltd.

Norway TBN
Management personnel Operational personnel

FPSOcean do Brazil Ltda.

Rio, Brazil
Marketing office

DP Producer AS DP Offshore AS DP Floater AS

Norway Norway TBN
”DeeP Producer 1” ”DeeP Producer 2” ”DeeP Producer 3”

5
 Projects
FPSO conversion ongoing, deepwater technology being developed

 “DeeP Producer 1” (DPP1); Panamax shuttle tanker “Nordic

Laurita”, built Tsuneishi Japan 1981, delivered in July 2006, dry-
docked and classed August 2006, entered Dubai Drydocks May
2007 for conversion to Dynamic Positioning FPSO. Ready for “First
Oil” 3Q 2008.

 “DeeP Producer 2” (DPP2); Double sided Aframax tanker

“Semakau Spirit”, built Koyo Japan 1988, purchased for delivery
July 2008. Slots secured with Dubai Drydocks for conversion
August 2008, ready for “First Oil” 1Q 2010. Long lead items
secured.

6
 Technology
Key components securing operational versatility in deep waters

 Disconnect-able Riser Buoy (proprietary technology jointly owned with Scana Industrier)

 2 x 17 MW Dual Fuel Gas Turbines (Siemens SGT-500)

 4 x 3.8 MW Azimuth Thrusters (Schottel SRP 4040 LSU)

 Kongsberg DP system (DP-2)

7
 Technology
Disconnectable Riser Buoy (DRB TM)
 The DRBTM (patent pending NO, PCT and US) is developed & owned
jointly by FPSOcean & Scana

 An internal turret with an active turning drive controled by the

vessel ICS/heading control.

 A multipath riser connector with built-in ESD ball valves.

 A 5-path fluid toroid swivel + multipath hydraulic swivel and

electric swivel.

 Buoyancy to carry riser weight, self weight and clump weight.

(Weight 230 tonnes, maximum buoyancy 500 tonnes)

 Quick dis-connect for operational safety (< 45 seconds)

 Controlled dis-connect for Hurricane escape

 Dis-connected DRBTM stabilised in 40-70 m below surface

 Scana has system responsibility and is currently performing full

qualification testing

 Certification by DnV
8
 Operations
Partnership in place with reputable offshore ship managers

 FPSOcean has established operating partnership with highly credible offshore

FPS operators in order to serve oil companies world-wide

 Bibby Offshore Limited, Aberdeen

 Greystar Corporation, Houston

 Both companies have long standing operating relationships with key clients

www.greystar-corp.com www.bibbygroup.co.uk

9
 Shareholders
20 largest shareholders March 2008
Investor Number of shares % of total Type Country

BEAR STEARNS SECURITIES CORP. 1,217,082 16.08% Nom. USA

SUNDT AS 820,000 10.84% Comp. NOR

BASS INVEST AS 525,193 6.94% Comp. NOR GBR NOR

FAIRBANKS JONATHAN BARCROFT 412,792 5.45% Priv. USA

DEUTSCHE BANK (SUISSE) S.A. 371,520 4.91% Comp. CHE

TITLIS AS 271,066 3.58% Comp. NOR

NORTHERN NAVIGATION INT. 270,666 3.58% Comp. LBR USA

NEXUS CAPITAL AS 270,022 3.57% Comp. NOR

MORGAN STANLEY & CO INTL PLC 258,200 3.41% Nom. GBR

KLAVENESS INVEST AS 246,500 3.26% Comp. NOR

Board of Directors:
BANK OF NEW YORK, BRUSSELS BRANCH 244,700 3.23% Comp. GBR

GOLDMAN SACHS INT. - EQUITY - 204,000 2.70% Nom. GBR

Erland Bassøe, Chairman*
CANICA AS 203,600 2.69% Comp. NOR Felix H. Tschudi**
ODIN OFFSHORE 201,000 2.66% Comp. NOR Jan R. Næss***
LEHMAN BROTHERS INTERNATL. EUROPE 177,316 2.34% Nom. GBR
Tone Wille
GOLDMAN SACHS & CO - EQUITY 172,400 2.28% Nom. USA
Gro Baade-Mathiesen
BANK OF NEW YORK, BRUSSELS BRANCH 107,100 1.42% Comp. GBR

KREDIETBANK S.A. LUXEMBOURGEOISE 100,000 1.32% Comp. LUX

ING.ONSRUD AS 97,478 1.29% Comp. NOR

R AND S FAIRBANKS IRREVOCABLE TR 88,658 1.17% Comp. USA FPS Ocean AS shares
Total number owned by top 20 6,259,293 82.71% quoted at OTC, Oslo under
Total number of shares 7,567,381 100%
“FPSO” ticker
10 Source: Manamind
 Finance – funding in place
Total funding raised approx. NOK 1.7 billion (about USD 300 million)

 Equity

 NOKM 560 (approx. USD 90 mill) from equity issues (Feb, Jun, Dec 06)
 NOK 332 (approx USD 57 mill allocated to DP Producer AS (DeeP Producer 1)

 NOK 200 mill (approx USD 33 mill) allocated to DP Offshore AS (DeeP producer 2)

 Debt

 NOKM 210 (approx. USD 33 mill), unsecured 2 year bond w/call option (Jul 07)

 USDM 75, 2nd priority 5 year bond w/ call option (Dec 06)

 USDM 50, 1st prirority bank construction loan incl USD 5 mill post completion
working capital (Aug 07)

 NOKM 175 (approx USDM 32), unsecured 3 year convertible bond (Feb 08)
 Strike price at NOK 72 per share

11
 Finance – uses and sources
DPP1 fully funded

USD mill

DeeP Producer 1 conversion

Overall budget* 239 Funding 240

Vessel 11 Equity (NOK) 57
FPSO conversion 181 2 yr bond loan (NOK) 33
Management/operation 10 5 yr bond loan (USD) 75
Finance 22 1 yr bank loan (USD)** 45
Contingency 15 Convertible bond 31

DeeP Producer 2 standby

Committed to date 70 Funding 33

Vessel 23 Equity (NOK)*** 33
Long lead items 43
Project mgt / engineering 3

* conversion only - start up, mobilization and hook up cost not included
** additional USD 5 mill for post completion working capital is available under bank loan
*** additional USD 37 mill equity/loan required to finance full payment of existing commitments

12 Q4 preliminaries in appendix
 FPSO market drivers
Increased demand for deepwater field development

 High level of deepwater drilling

activity

 High ratio of deepwater discoveries

 Deepwater production to follow the

deepwater drilling surge

 Traditional mooring systems very

expensive in deep water

 Need for innovative solutions

More details in appendix

13
 FPSO market drivers
Increased demand for Extended Well Testing (EWT)
 Significant numbers of new deepwater reservoirs are characterized by :
 Sub-salt plays
 Heavy oil plays
 High pressure and temperature plays

 The general knowledge about the geology in the new deepwater frontiers are low and there is
few references

 Costs of new deepwater developments are expensive and optimized solutions are therefore
required

.......and Early Production (EP)

 Independent oil companies show increased interest in deep water developments
 Need production before they can account for the reservoirs in their balance sheets
 Due to the high cost and long schedule of full field deepwater developments cash flow is a significant issue

 Many licenses has a required “first oil” date, which due to the very heated market can be difficult
to comply with for a full field development, hence early production may be a suitable solution

14
 FPSO market drivers - the DP FPSO
The Dynamic Positioning FPSO – a versatile response to new requirements

 Dynamic Positioning (DP) systems have proved very favourable in subsea construction,

drilling and shuttle tanker segments

 20 years successful experience with Seillean DP FPSO in UK and Brazil

 DP FPSO requires ability to disconnect risers in case of DP failure/power black-out

 The same technology is valid for shut down and demobilisation in hurricane areas

15
 Target markets for FPS Ocean
Deepwater and/or hurricane areas

16
 DeeP Producer 1 - design specification
 DnV class notation 1A1 Ship Shaped Oil Production and Storage Unit, DYNPOS-AUTR (DP-2), PROD
 400,000 barrels storage (98% ex. slops); 323,000 with double sides
 Production capacity 60,000 bpd, 40,000 bopd
 Prepared for Water Injection and Gas Injection
 Operational envelope ~ 6.0 meters significant wave height
 Moon-pool area for Riser inlet; Disconnect-able Riser Buoy
 3 off 8” production risers, 5000 psi
 1 off 8” water injection riser, 5000 psi
 1 off 8” gas lift/service riser, 5000 psi
 5 off control/service umbilicals/misc lines
 2 x 17 MW Dual Fuel Gas Turbine Power gen
 4 x 3.8 MW Azimuth thrusters
 Bow tunnel thruster
 CPP propulsion on main engine (existing system)
 Accommodation 56 pob

17
 DeeP Producer 1 – generic configuration

18
DeeP Producer 1 – full field development

in jection
M10 Gas
M21 Process
&
on
lati
ircu ction
0C je
M3 ea in
s
sub n
io
ct
je
in
er
at
W
70
M

19
 DPP1 project execution – main contracts
Power Module (Gas Turbines) Offloading System:
 Gas Turbines by Siemens, Sweden  Hawser Winch and Offloading Reel by Scana
 Electrical Distribution System by Siemens, Norway  Offloading Hose by Trelleborg
 Power Module Design by Inocean
 Fabrication and Assembly by Lamprell

Disconnectable Riser Buoy (DRB):

 Engineering, Procurement and
Construction (EPC) by Scana
 Structural parts sub-contracted to DDD
and LEL

Process Module:
 Engineering / Procurement Assistance by Expro/SPS
 Procurement by FPSOcean
 Fabrication by Lamprell

Vessel Conversion:
 Structrual and Marine Systems Engineering by Inocean / Maritec Thrusters
 Detailed Deck Arrangement by Icepronav  Thrusters by Schottel, Germany
 EIT Engineering, Power Distribution and Control System by  Thruster Drives by Siemens, Norway
Siemens, Norway  Thruster Control System by Kongsberg Maritime
 Procurement of equipment by FPSOcean
 Vessel Conversion by Dubai Drydocks

20
 Construction hub Dubai
Conversion Dubai Drydocks; Process plant construction Lamprell

Dubai Drydocks, Conversion references:

 Saipem Golfinho FPSO VITORIA
 Fred. Olsen Production FPSO Knock Adoon, FSO
LEL DDD
Knock Nevis
 BW Offshore (Bergesen) FSO Berge Pioneer
 SBM FPSO Mystras, FPSO Xikomba
 Woodside FPSO Cossack Pioneer

Lamprell, Process construction references:

 Saipem Golfinho FPSO VITORIA process modules
 BW Offshore KMZ process modules
 SBM Xikomba FPSO Atlantic process modules
 SBM Zafiro FPSO Eagle process modules
 SBM Turret Mooring Buoys

21
 DeeP Producer 1 - project status
Hull conversion at Dubai Dry Docks

Hull Conversion August 2007 Hull Conversion January 2008

22
 DPP1 - project status February 2008
Status delivery various equipment & modules
Firewater Pumps, Seawater Cooling Pumps, Bilge Pumps Delta-P, Norway Delivered

Valves for the Marine Systems Drødrene Dahl AS, Norway Partly delivered, procurement ongoing

Diesel Fuel Separators Alfalaval, Norway Delivered

Heat Exchangers APV, Denmark Delivered

Lifeboats, Workboat Nordsafe, Norway Delivered

Emergency Generator Module Ordered, fabrication ongoing

Electrical and Instrument Cables Draka, Norway 90% delivered

Fresh Water Maker Nordtech, Denmark Delivered

Air Compressors and Dryers TMC, Norway Delivered

Surface Protection (Paint & Anodes) Jotun & SevenSeas Frame agreements placed

Fiscal Metering System Krohne, Netherlands Delivered

Extension to Accommodation Lamprell Delivered

Pedestal Crane Acta, Denmark Delivered

Sewage Treatment Hamworthy, UK Delivered

Marine System Instruments Autek, Norway PO placed

HVAC for Thruster Rooms, Moon-Pool and Mid-ship Pump AC Marine, Norway PO placed
24 Room
 DPP1 - project status February 2008
Lifting of Process Module M20 from barge onto “DeeP Producer 1”

24
 DPP1 - project status February 2008
Landing/Hooking up Process Module M20

25
 DPP1 - project status February 2008
Lifting of Power Module M80/90

26
 DPP1 - project status
M20 and M80/90 modules successfully mounted onto “DeeP Producer 1”

27
 Semakau Spirit - DeeP Producer 2 (DPP2)

28
 DPP2 – outline design basis
Double sided CAPI rated Aframax built Japan 1988, delivery July 2008
 DnV class notation 1A1 Ship Shaped Oil Production and Storage Unit, PROD, DYNPOS-AUTR

 Operational envelope > 6.0 meters significant wave height, ULS 10 meters significant

 Production capacity 90,000 bpd total fluid, 60,000 bopd API 15 to 40

 Prepared for Water Injection and Gas Lift/Gas Injection

 Storage capacity: 600,000 barrels

 2 off 17 MW Dual Fuel Gas Turbine Power generation

 5 off 3.8 MW Azimuth thrusters

 Operating water depth 150 to 3000 meters

 Risers:
 5 off 8” production or injection risers
 Up to 5 service lines
 Total riser weight capacity 250 t
29
 DPP2 - general arrangement
Similar to DeeP Producer 1: Hydrocarbons forward,
non-hazardous areas aft
From forward:
Flare tower
KO drum
M10 – future gas
export/reinjection/GTL
M20 – Process and gas fuel
module
M30 – Field specific
subsea/chemical injection
module
M40 – Inlet manifold
M50 – Turret area
M60 – Future water injection
M70 – Boiler module
M80 – Power generation
module
M90 – Switchboard module
Accommodation with safe
area/lifeboats
Aft deck with emergency
generator and offloading
system
Helideck
30
 DPP2 – project status February 2008
Long lead items secured – targeting “First Oil” by 1Q 2010

 “Semakau Spirit” purchased for delivery July/August 2008

 Yard slot secured with Dubai Drydocks

 2 Dual Fuel Gas Turbines purchased from Siemens

 5 azimuth thrusters purchased from Schottel

 Project definition, engineering and vendor bidding ongoing

 Dialogue with oil companies, several prospects identified

31
 Summary

 Unique business plan differentiated by deepwater technology

 “DeeP Producer 1” is under conversion and available for “First Oil” Q3 2008

 “DeeP Producer 1” conversion project fully funded

 Vessel for “DeeP Producer 2” has been purchased and yard slot and long lead

items secured

 FPS Ocean is in the process of establishing an organisation to ensure safe and

timely operations of two FPSOs

 Strong shareholder base

32
 Appendices

 Organization

Market drivers

Q4 (preliminary) financials

33
 Company management
Management structure
CEO
G.S. Onsrud

CFO VP. Technology

C. Mowinckel Ola Often

Compliance Manager / QA Manager HR Manager

VP. Bus Dev VP Projects & Ops

L.O. Aaker K. Bruun-Olsen

Sales & Marketing

DeeP Producer 1 DeeP Producer 1
Oslo

Sales Office
DeeP Producer 2 DeeP Producer 2
Rio de Janeiro

Sales Office
Houston

Project Execution Operation

Total about 55 staff of which about

Bibby Offshore Ltd
30 in Oslo and about 25 in Dubai GreyStar Corp.

34
 Company management
Management structure
CEO
G.S. Onsrud

CFO VP. Technology

C. Mowinckel Ola Often

Compliance Manager / QA Manager HR Manager

VP. Bus Dev VP Projects & Ops

L.O. Aaker K. Bruun-Olsen

Sales & Marketing

DeeP Producer 1 DeeP Producer 1
Oslo

Sales Office
DeeP Producer 2 DeeP Producer 2
Rio de Janeiro

Sales Office
Houston

Total about 55 staff of which about

30 in Oslo and about 25 in Dubai
35
 Company management
Site team organization CONSTRUCTION MNGR
Ove Jahnsen

PR CONTROL MNGR
Project Engineer

Planner

Quantity Surveyor – LEL

Quantity Surveyor – DDD

Logistics Coordinator

Document Controller

Project Site Secretary

HSE Inspector

SITE MANAGER LEL SITE MANAGER DDD MC/COMM. MANAGER

Commissioning team
Clerk/ doc controller Marine Superintendent

EI&T Lead
Technical Superintendent

Surface Treatment
EI&T Inspector
Jotun

Structural Inspector
Struc/Piping/Mech

Surface Treatment
Jotun Structural Inspector

EI&T Lead

9 Mechanical/piping Lead
9
9
 FPSO market drivers
Significant increase in deepwater drilling

37
 FPSO market drivers
70% of floating production spend to be in deepwater

38
 Financials – Q4 financial statements
 Unaudited preliminary accounts
 DPP1 and 2 project costs (incl. finance cost) capitalized in balance sheet

Consolidated profit & loss in USD Q4 Year to date Full year

2007 2007 2006

Income 75 712 75 712 145 279

Administrative expenses 1 145 695 3 519 377 927 667

Depreciation and writedown 107 974 197 137 28 838
Cost of rent 53 966 126 017 42 980
Other losses 0 0 190 231
Other expenses 1 029 304 2 509 106 1 635 406
Operating result -2 261 227 -6 275 925 -2 679 843

Financial income 1 901 224 8 359 590 757 040

Financial expenses -1 591 933 -6 471 904 -670 451
Net financial expenses 309 291 1 887 686 86 589

Profit before tax -1 951 936 -4 388 239 -2 593 254

Income tax expenses 0 0 12 489
Net result -1 951 936 -4 388 239 -2 605 743

39
 Financials – Q4 financial statements
 Unaudited preliminary accounts
 Robust balance sheet with 28% cash and 35% equity ratio
Consolidated balance sheet in USD Year to date 31. December
2007 2006
ASSETS
Non-current assets
Property, plant and equipment 165 528 098 34 426 956
Intangible assets 170 931 55 626
Deferred taxes 0 0
165 699 029 34 482 582
Current assets
Trade and other accounts receivable 2 301 802 594 694
Derivatives 1 894 498 2 964 002
Cash and cash equivalents 65 845 539 133 412 928
70 041 839 136 971 624

Total assets 235 740 868 171 454 206

EQUITY
Equity allocated the companies shareholders
Issued capital 2 797 036 2 419
588
Share premium 101 122 742 87 012
762
Other reserves -14 099 541 -2 135
518
Retained earnings -2 521 090 -2 521
090
Result -4 388 239 0
82 910 908 84 775 742
LIABILITIES
Non-current liabilities
Interest-bearing loans and borrowings 114 738 194 76 724 645
114 738 194 76 724 645
Current liabilities
Trade accounts and other payables 38 091 766 5 393 819
Income tax payable 0 0
Loan 0 4 560 000
38 091 766 9 953 819

Total liabilities 152 829 960 86 678 464

40 Total Equity and Liabilities 235 740 868 171 454 206