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Page 1: Annual Report 2009 Eitzen Bulk Shipping A/S · out into the independent company Eitzen Bulk Shipping A/S and listed on NASDAQ OMX Copenhagen through a merger with Dampskibsselskabet

Annual Report 2009 | Annual Report 2009 | 1

Annual Report 2009

Eitzen Bulk Shipping A/S

Page 2: Annual Report 2009 Eitzen Bulk Shipping A/S · out into the independent company Eitzen Bulk Shipping A/S and listed on NASDAQ OMX Copenhagen through a merger with Dampskibsselskabet

2 | Annual Report 2009 | Contents

MANAGEMENT REVIEW

About Eitzen Bulk Shipping 3

2009 highlights and 2010 outlook 4

Group key fi gures and ratios 5

Eitzen Bulk Shipping - a new company with a long history 6

Strategic insight 8

2009 market review 14

2010 market outlook 16

Financial review 18

Corporate governance 20

People and planet 22

About the share 25

Management biographies 26

Management’s statement on the Annual Report 28

Independent auditor’s report 29

ANNUAL ACCOUNTS

Consolidated Financial Statement 30

Notes to the Financial Statements 35

Financial Statements- Parent 61

Group Structure 74

Defi nitions of key fi gures and fi nancial ratios 75

Company information 76

Contents

Page 3: Annual Report 2009 Eitzen Bulk Shipping A/S · out into the independent company Eitzen Bulk Shipping A/S and listed on NASDAQ OMX Copenhagen through a merger with Dampskibsselskabet

About Eitzen Bulk Shipping | Annual Report 2009 | 3

Eitzen Bulk Shipping is a globally recog-

nised dry bulk cargo operator primarily in

the supramax segment and secondarily in

the panamax segment.

The company aim for constant profi t-

able growth based on a diversifi ed earn-

ings base, an attractive fi nancial position,

long-term customers and a management

team with decade-long hands-on shipping

experience.

A strong market recognition has been

consolidated through decades of shipping

activities and close long-term customer

relationships that maximise our access

to cargo contracts. Eitzen Bulk Shipping

controls the commercial management of

50-70 vessels. The fl eet size depends on

market fl uctuations and seasonal con-

tractual commitments.

A combination of short to medium term

trading and arbitrage of vessels and car-

goes, and long-term vessel charters with

purchase options supports optimal fl ex-

ibility and reduces the business impact of

segment-specifi c changes in supply and

demand.

Eitzen Bulk Shipping reaps on its strong

customer relations when expanding into

shipowning to create additional value

from existing operations and further in-

crease earnings visibility. Additionally, we

will make strategic investments in areas

that create synergies with core shipping

activities, such as cargo handling and

warehousing facilities.

Detailed market surveillance, risk man-

agement and planning systems have been

implemented to optimise the balance be-

tween cargo contracts and tonnage com-

mitments.

The company carries no debt to fi nan-

cial institutions.

About Eitzen Bulk Shipping

By the end of 2009 Eitzen Bulk Shipping

commercially controlled a fl eet of 58 ves-

sels and had 16 new buildings on order

of which one will be fully owned and 15

long-term chartered with partly shared

purchase options.

The company had approximately 50

employees in offi ces in Copenhagen, New

York, Rio de Janeiro, Singapore, Hong

Kong and Beijing. In 2009 the total cargo

carryings amounted to 18.7 million tons

generating revenues of 376 MUSD.

Eitzen Bulk Shipping is listed on Nas-

daq OMX Copenhagen under the ticker

name Eitzen.

Forestry products, discharging operations

Page 4: Annual Report 2009 Eitzen Bulk Shipping A/S · out into the independent company Eitzen Bulk Shipping A/S and listed on NASDAQ OMX Copenhagen through a merger with Dampskibsselskabet

4 | Annual Report 2009 | 2009 highlights and 2010 outlook

In December 2009, the global dry cargo

activities in the Eitzen group were carved

out into the independent company Eitzen

Bulk Shipping A/S and listed on NASDAQ

OMX Copenhagen through a merger with

Dampskibsselskabet Orion A/S. As part

of the merger restructuring, employees

invested in the company with a sharehold-

ing of 14.7%.

The business performance in 2009

is considered satisfactory viewed in the

light of the diffi cult market conditions.

The company reported a net profi t of 19.0

MUSD and an EBITDA of 20.7 MUSD, which

are in line with the latest expectations as

published in the company announcement

regarding the merger restructuring in No-

vember 2009.

• Adjusted EBITDA was 28.9 MUSD down

14% from 2008, excluding the non-cash

impact of the share options program.

• New share options program expensed

in 2009 reduced EBITDA by 8.2 MUSD.

Treasury shares are allocated to cover

the entire program.

• Revenues in 2009 were 376 MUSD,

down 55% from 838 MUSD in 2008, re-

fl ecting the substantial change in mar-

ket rates.

• Gross profi t margin was 12.1%, an in-

crease from 7.0% in 2008.

• The fl eet activity level increased to 58

vessels by the end of 2009 from 41 ves-

sels in 2008.

• Total number of ship days decreased

from 15,129 days to 14,361 days (-5%).

• The Board of Directors will propose not

to pay out any dividend for 2009.

• As part of the merger restructuring

57 MUSD was distributed as dividends

settling intercompany accounts with

Camillo Eitzen & Co. ASA.

• No debt to fi nancial institutions.

• No major counterpart losses were re-

corded during 2009.

DEVELOPMENTS IN FOURTH

QUARTER

Business performance showed positive

results in fourth quarter with revenues

increasing 11% to 147 MUSD, compared

to Q4, 2008. Quarterly earnings (EBITDA)

were reduced by 8.2 MUSD due to the

expensed share options program imple-

mented 22 December 2009. Adjusted

EBITDA was 6.9 MUSD compared to -7.6

MUSD in 2008.

OUTLOOK 2010

EBITDA of 14-22 MUSD is expected based

on the company’s current coverage and

market conditions. The estimate excludes

the impact of the share options program

and does not include provisions for any

impairment on prepayments for the con-

tracted new buildings.

The shipping markets remain uncertain

due to the ambiguity as to whether the

current positive trend in short term eco-

nomic confi dence indices are sustainable

or a provisional result of fi nancial stimulus

packages. Weak public fi nances with huge

defi cits in major economies require fi scal

tightening and thus less spending and de-

mand for goods transportation. Whether

structural changes and increased spend-

ing in China, Brazil, South Africa and India

will counterbalance the rest of the world

remains uncertain.

Although the bulk market will be under

continued pressure and volatility is una-

voidable, the volume of trade is set to

grow and for an operator company such

as Eitzen Bulk Shipping, opportunities to

increase our activity level exists.

Going into 2010 a substantial percent-

age of the known ship days has been cov-

ered. On December 31st 2009 the com-

pany had a cargo coverage of 86% on the

known vessel days. As of 1st of March

2010 that fi gure remained at the same

2009 highlights and 2010 outlook

level. The company expects to increase

its activities in 2010 with a corresponding

increase in ship days. The current fl eet ac-

tivity level is around 70 vessels.

In 2010 Eitzen Bulk Shipping will take

delivery of two newbuilds on operational

leases from Japanese shipyards as part

of the newbuild program of 17 ships in to-

tal.

Eitzen Bulk Shipping A/S and Camillo

Eitzen & Co ASA will during 2010 aim

at establishing a broader shareholder

base for the company securing a larger

free fl oat and better liquidity in share of

which the majority presently is owned by

Camillo Eitzen & Co ASA and Eitzen Bulk

Shipping A/S management and staff. At

the same time, Camillo Eitzen & Co ASA

has decided in the process to review other

strategic opportunities for its ownership

position in Eitzen Bulk Shipping A/S.

Page 5: Annual Report 2009 Eitzen Bulk Shipping A/S · out into the independent company Eitzen Bulk Shipping A/S and listed on NASDAQ OMX Copenhagen through a merger with Dampskibsselskabet

Group key fi gures and ratios | Annual Report 2009 | 5

Group key fi gures and ratios

(USD ‘000) 2009 2008 2007 2006 2005

INCOME STATEMENT Revenue 376,029 838,307 771,746 426,902 457,314

Gross profi t (Net earnings from shipping activites) 45,495 59,092 53,245 974 43,612

Profi t before depreciation etc. (EBITDA) 20,741 33,665 29,185 -9,118 25,198

Profi ts from sale of vessels 0 49,542 54,237 0 0

Operating profi t (EBIT) 20,296 82,439 84,256 -9,329 25,069

Net fi nancials 2,399 3,938 -116 484 2,745

Profi t before tax 22,695 86,377 84,140 -8,845 27,814

Net profi t 19,037 92,769 81,576 -8,065 22,307

Profi t for the year for the Eitzen Bulk Shareholders 18,890 92,613 81,390 -8,237 22,162

STATEMENT OF FINANCIAL POSITION Non-current assets 19,862 99,921 82,908 7,215 8,958

Current assets 82,888 139,268 111,334 42,543 96,040

Total assets 102,750 239,189 194,242 49,758 104,998

Equity 25,150 57,317 83,177 13,514 50,420

Non-current liabilities 9,825 51,570 20,479 1,032 3,803

Current liabilities 67,152 129,826 90,268 34,937 50,576

Net interest-bearing debt -24,533 -54,750 -44,298 -6,221 -21,399

Cash and securities 24,806 66,052 45,029 6,842 21,925

CASH FLOW From operating activities -19,526 14,605 46,648 -24,587 49,925

From investing activities 291 101,703 53,913 9,291 -15,708

From fi nancing activities -22,011 -105,664 -66,000 0 -25,000

Total net cash fl ow -41,246 12,493 34,561 -15,295 9,218

FINANCIAL RATIOS AND PER SHARE DATA Gross profi t margin 12.1% 7.0% 6.9% 0.2% 9.5%

EBITDA margin 5.5% 4.0% 3.8% -2.1% 5.5%

Return on equity (ROE) 45.8% 131.8% 168.4% -25.8% 87.9%

Payout ratio 48.0 105.6 81.1 0.0 112.8

Equity ratio 24.5 24.0 42.8 27.2 48.0

USD rate year-end 519.01 528.49 507.53 566.14 632.41

Average USD rate 536.09 509.86 544.56 594.70 600.34

Total number of physical ship days 14,361 15,129 18,746 21,441 22,867

Average number of employees 52 58 61 62 55

No. of shares end of period, DKK 1 each 24,638,502 24,638,502 24,638,502 24,638,502 24,638,502

No. of shares excluding treasury shares, DKK 1 each 22,174,652 24,638,502 24,638,502 24,638,502 24,638,502

Earnings per share basic (EPS basic), USD 0.77 3.76 3.30 -0.33 0.90

Earnings per share diluted (EPS diluted), USD 0.77 3.76 3.30 -0.33 0.90

Dividend per share, USD 0.4 4.0 2.7 0.0 1.0

Dividend per share, DKK 1.9 21.0 13.6 0.0 6.4

Proposed dividend 0 47,800 66,000 0 25,000

Interim dividend 9,102 50,000 0 0 0

Share price at year end, DKK 40.0 * * * *

The key fi gures for 2009 and 2008 have been calculated based upon the combined fi gures of Eitzen Bulk Shipping A/S. The key fi gures for 2007, 2006 and 2005 have been

calculated based upon the fi gures of Eitzen dry bulk cargo activities. The key fi gures of Dampskibsselskabet Orion A/S for 2007, 2006 and 2005 have been eliminated in

order to present key fi gures for a fi ve years period, which is comparable with the continuing activities of Eitzen Bulk Shipping A/S.

The only activity in Dampskibsselskabet Orion A/S in the period 2005-2007 has been to carry through a closing of the former activity. The former activity of Dampskib-

sselskabet Orion A/S is not within the line of business or strategy of Eitzen Bulk Shipping A/S. Neither previously nor going forward. The result of Dampskibsselskabet

Orion A/S is not material compared to the activity in Eitzen Bulk Shipping.

Per share data for the period 2005-2009 is based upon the share capital of Eitzen Bulk Shipping A/S after the capital reduction completed 22 March 2010. The reduc-

tion has been allocated to a separate fund under the equity. The share capital at 22 March 2010 amounts to DKK 24,638,502 shares of nominal DKK 1. This due to present

comparable per share data fi gures for the period 2005-2009 based upon a nominal share capital, which is deemed reasonable to former and current activity level of the

Group. The number of shares excluding treasury shares is also calculated based on the number of treasury shares after the capital reduction.

* There is no share price available for Eitzen Bulk Shipping A/S for the period 2005 - 2008 refl ecting the activity presented in the key fi gures. The share price for Damp-

skibsselskabet Orion A/S for the period 2005 - 2008 is not comparable, whereas no share price is presented for the period in question.

Page 6: Annual Report 2009 Eitzen Bulk Shipping A/S · out into the independent company Eitzen Bulk Shipping A/S and listed on NASDAQ OMX Copenhagen through a merger with Dampskibsselskabet

6 | Annual Report 2009 | Eitzen Bulk Shipping

Although presented as a new name, Ei-

tzen Bulk Shipping A/S has roots going

back to the 19th century. The origin of

the company can be traced back to the

ship owning company Myren, which was

founded in Denmark in 1891.

In 1973, Myren was taken over by the

Danish shipping and trading group East

Asiatic Company (EAC), which was estab-

lished in 1897. EAC’s initial shipping activ-

ity was a liner service between Europe and

the Far East. Together with Burmeister &

Wain Shipyard, EAC built the world’s fi rst

diesel powered motor ship in 1912, al-

lowing EAC to extend its shipping activi-

ties to other main trading routes. When

EAC built its fi rst containership in 1969, it

was among the pioneers who started the

transformation from conventional liner

vessels to container ships. EAC developed

into a major international conglomerate

with offi ces around the world. In 1997 the

EAC group divested its shipping activities

to Norwegian Tschudi & Eitzen (T&E).

T&E itself was founded in 1883 by

Captain Camillo Eitzen in the name of

Camillo Eitzen & Co. Captain Henry F.

Tschudi joined the company as partner

in 1894, and the company changed name

to Tschudi & Eitzen in 1936. In 2003, the

Tschudi and Camillo families decided to

pursue their respective areas of interest.

Since then, the dry bulk activities have

been part of Camillo Eitzen & Co ASA.

When taking over EAC’s shipping ac-

tivities in 1997, T&E decided to retain the

organisation and commercial manage-

ment of the fl eet in Copenhagen in order

to build on the existing team’s skills and

market insight. Since then, the dry cargo

bulk activities have grown from about

eight million DWT of cargo carried to al-

most 19 million DWT in 2009.

In September 2007, Camillo Eitzen &

Co ASA acquired 93.1% of the shares in

the Danish listed company Dampskibsel-

skab Orion A/S. At that time, Orion was an

inactive company after 85 years of ship-

ping activities. This acquisition paved the

way for restructuring and consolidation of

the Eitzen Group’s bulk activities into one

company.A major milestone was achieved

on December 23, 2009, when shares in

Eitzen Bulk Shipping A/S were traded on

the NASDAQ OMX Copenhagen for the

fi rst time.

Throughout more than a century en-

trepreneurship and dedication have been

cornerstones in the company’s ability

to overcome market crisis and exploit

growth opportunities. These are impor-

tant values, which also in the future will

supportthe growth for Eitzen Bulk Ship-

ping A/S.

Eitzen Bulk Shipping – a new company with a long history

Vision, values and promises

VISION“ Through dedication and innovation we will make a difference”

VALUES• High ethics • Human touch • Innovation• Dynamics

PROMISES• We have transparancy in our business

practices• We are a dedicated and dynamic global

partner• We provide innovative, high quality shipping

solutions• We deliver

Timeline

1883 1891 1894 1895 1897 1912 1936 1969 1973

Camillo Eitzen is established in Christiania

(Oslo), Norway by Captain

Camillo Eitzen

Rederiet Myren is

established in Denmark

Camillo Eitzen changes name

to Camillo Eitzen & Co as Captain Henry

F. Tschudi becomes

partner in the company

From sail to steam.

Camillo Eitzen & Co invests

in its fi rst steamship

(S/S Uto), a 2,000 DTW

tweendecker with a 650 HP steam engine

The East Asiatic

Company (EAC) is

founded in Copenhagen,

Denmark

The Shipping Co. Orion Ltd.

is foundedEAC and

Burmeister & Wain

Shipyard built the world’s fi rst diesel

powered motor ship

Camillo Eitzen & Co

changes name to Tschudi & Eitzen (T&E)

EAC builts its fi rst

containership

Rederiet Myren is taken

over by EAC

Page 7: Annual Report 2009 Eitzen Bulk Shipping A/S · out into the independent company Eitzen Bulk Shipping A/S and listed on NASDAQ OMX Copenhagen through a merger with Dampskibsselskabet

Eitzen Bulk Shipping | Annual Report 2009 | 7

T&E acquires EAC Shipping,

marking the company’s

re-entry into the dry bulk

segment

The bulk segment

orders the fi rst newbuilding

Camillo Eitzen & Co is re-

established following the demerger of

Tschudi & Eitzen Holding

Camillo Eitzen & Co ASA is listed on the

Oslo Stock Exchange

The bulk segment

enters into fi rst landside

investment in the form Perola S/A

terminal, Santos, Brazil

The bulk segment

opens commercial

offi ce in Beijing, PRC

Entry into the panamax

segment

Camillo Eitzen & Co

ASA acquires 93.1% of the

shares in D/S Orion A/S

Eitzen Bulk Shipping A/S

is created and listed on

NASDAQ OMX Copenhagen

following a merger of

D/S Orion A/S and Camillo

Eitzen & Co’s Shipholding Holding A/S

1997 2001 2003 2004 2005 2006 2007 2009

The Eitzen Group were one of the fi rst to develop tankers in the world, S/V Einar

Page 8: Annual Report 2009 Eitzen Bulk Shipping A/S · out into the independent company Eitzen Bulk Shipping A/S and listed on NASDAQ OMX Copenhagen through a merger with Dampskibsselskabet

8 | Annual Report 2009 | Strategic insight

Eitzen Bulk Shipping is organised in two

business segments;

1. Operator, with a focus on short- and

medium-term trading and arbitrage

2. Ship holding, with a focus on long-term

activities

The operator activities covers all oppor-

tunistic and arbitrage market positions

that are concluded within the company.

As an operator, Eitzen Bulk Shipping is

not bound by a large fi xed fl eet, but has

the fl exibility to actively pursue suddenly

emerging cargo or vessel opportunities.

The overall principle is a year-on-year

book building but with a constant focus on

customer service ensuring the long-term

viability of the business model.

The portfolio of contracts of affreight-

ments (CoA) represents the backbone of

the company’s operator activities. Nearly

all of the company’s coverage are done

through CoAs with multiple counterpar-

ties. All contracts covering more than two

cargoes are through CoAs with volume

ranging from 3-60 cargoes and duration

from one month to ten years under one

contract. All existing long-term CoAs are

based on fi xed rates, except for one, which

is index linked. The CoAs and associated

partner relationships facilitate further

opportunities for single voyage contracts

as well as the potential to optimise trade

legs and logistical effi ciencies. Vessels

are chartered in the spot market on short-

or medium-term or as single trip.

The Ship holding activities involves

investment in vessels, charter commit-

ments exceeding fi ve years as well as op-

erational and fi nancial leases of vessels.

Exposure related to ship owning is man-

aged through coverage with industrial

customers.

Eitzen Bulk Shipping is focused on ben-

efi tting on the many synergies shared

between the two segments whilst at the

same time keeping a strict focus on the

advantages of each of the strategies.

In 2009, the short-term spot and arbi-

trage activities accounted for around 39%

of ship days, while medium-term con-

tracts of affreightments (CoA) covered

with own or market tonnage, and own

tonnage covered with market cargoes ac-

counted for 61% of ship days.

Long-term customer relationships,

a very close market presence via the

company’s overseas offi ces and a unique

real-time IT platform enables Eitzen Bulk

Shipping to assess and act swiftly on at-

tractive market opportunities.

With the two business segments, the

business model of Eitzen Bulk Shipping

is tailored to combine the fl exibility of a

traditional operator with the long-term

opportunities available to ship holders,

always subject to strict exposure con-

trol and maintaining focus on profi tability

rather than volume.

Strategic insight

Eitzen Bulk Shipping is a major player in the Supramax segment, and the company continually strives to consolidate and expand on this position, supplemented by increased trading in the Panamax segment.

Only 1223 voyage days under COAs were covered with own tonnage. The remainder of the company’s positions (cargo or vessels) were covered in the market, optimising the bottom line for the company, and securing the right vessel at the right time for the customers

Segment focus and current fl eet

Supramax/Handymax (45-65,000 dwt)• ~55 vessels on short/medim term charters• 2 vessels and 12 newbuilds on long term

charters• 1 owned newbuild

Panamax (65-85,000 dwt)• ~15 vessels on short/medim term charters• 1 newbuild on long term charter

Handysize (37,000 dwt)• 2 newbuilds on long term charter

Business model

2009 trading days

Stat

e of a

rt information & business support system

s

Controlled Exposure

Short and long

term vessel

charters

Owned

tonnage

Cargo

co

ntra

cts

Spot and arbitrage

activities

Effective market entry & exit policy

8,810 (61%)

5,551 (39%)

14,361 (100%)

3,6161,2233,971

Trading/arbitrage vesseles and cargoes

2009 trading days

Medium/Long

Short

Total

COA’s covered with Market tonnage

COA’s covered with own tonnage

Own tonnage covered with market cargoes

Page 9: Annual Report 2009 Eitzen Bulk Shipping A/S · out into the independent company Eitzen Bulk Shipping A/S and listed on NASDAQ OMX Copenhagen through a merger with Dampskibsselskabet

Strategic insight | Annual Report 2009 | 9

Asset light business model• Highly fl exible business model with limited

capital tied up• Industrial client portfolioproviding an

attractive platform for growth

Best-in-class trade management• Highly effi cient and scalable operations – best-

in-class trade mngmt system• Leading risk management with instant mark-

to-market exposure systems

Gross Profi t per ship day in the Operator segment

50,00040,00030,00020,000

BALTIC SUPRAMAX INDEX (USD)

GROSS PROFIT PER SHIP DAY (USD)

10,00000

4,500

4,000

3,500

3,000

2,500

2,000

1,500

1,000

500

2000

2001

20022003

2004

2005

2006

2007

2008

2009

Our operator activities are focused on getting the right combination of cargo and vessel exposure, and provided the company is correct in its market forecast, we have histori-cally been able to generate positive earnings per ship day irrespective of prevailing market levels. Earnings from the operator segment are se-cured by constantly striving for im-proving margins; in trading as well as in the daily post fi xture work. The business model demonstrates an ability to absorb substantial market fl uctuations.

Eitzen Bulk Shipping investment highlights

Cash fl ow visibility• 10 years earnings visibility though substantial

fi xed charter coverage• Approximately 10 MUSD in contrated revenues

per year from 2012

Upside potential• plans and potential for expanding the trading

activity• Attractive spot exposure and purchase options

on long term charters

Strong track record• Highly experienced management team with

senior team members having worked 20-30 years within dry-bulk shipping

• Team with proven trading record and also for identifying attractive asset investment opportunities

Supramax vessel, Sibulk Quality

Page 10: Annual Report 2009 Eitzen Bulk Shipping A/S · out into the independent company Eitzen Bulk Shipping A/S and listed on NASDAQ OMX Copenhagen through a merger with Dampskibsselskabet

10 | Annual Report 2009 | Strategic insight

40%5%

5%

7%

10%

5%

6%11%

11%

CoalPetcoke

Iron Ore

Mineral/ores Other

BauxiteFertilizer

Grain, Sugar

Scrap

WORLD WIDE TRADING ROUTES

AND NETWORK

Eitzen Bulk Shipping constantly strives

to maintain and further develop a strong

and productive network in relation to both

vessel owners and cargo customers alike.

The strong relationship, built on high eth-

ics and professionalism is important to

maintain, as it expands the access to the

widest possible range of available car-

goes and vessels and ensures the ability

to position the company in the best pos-

sible way when the world trade changes.

Eitzen Bulk Shipping offi ces and staff

are strategically sited around the world in

terms of regions and time zones. Through

this presence we achieve direct access

to cargo and contract opportunities that

would not have been available otherwise.

In many cultures trust is only achieved

by personal contacts between the cargo

owners and the owners (or their repre-

sentatives), and a local offi ce is an impor-

tant tool to establish such trust and de-

velop new business opportunities.

The main bulk trading routes are deter-

mined by regional supply and demand

requirements in respect of the raw ma-

terials, which can be most economically

transported in dry bulk shipments, the ma-

jority of which are steel or energy related

as illustrated by the Eitzen Bulk Shipping

2009 lifting. Eitzen Bulk Shipping has been

able to establish a comparatively diversi-

fi ed cargo portfolio. Involving our fl eet in

transportation of a diversifi ed portfolio

of commodities ranging from the min-

ing industry to construction and farming

related products like fertilizers, we have

achieved a cargo platform minimising the

dependency on one single industry.

Eitzen Bulk Shipping offi ces and major trading routes

31 employees

Copenhagen (HQ)

3 employeesRio de Janeiro

4 employeesNew York

6 employees

Singapore

4 employees

Hong Kong

4 employees

Beijing

2009 Liftings 18.7 million tons

Page 11: Annual Report 2009 Eitzen Bulk Shipping A/S · out into the independent company Eitzen Bulk Shipping A/S and listed on NASDAQ OMX Copenhagen through a merger with Dampskibsselskabet

Strategic insight | Annual Report 2009 | 11

COMPETITIVE EDGE THROUGH

TAILORED BACK OFFICE SYSTEMS

Eitzen Bulk Shipping has a long track

record of effi cient operations and cost ef-

fective trading. The company’s fl eet man-

agement and control system offers single

point data entry with full integration of

commercial-, operational- and fi nancial

operations as well as risk management.

It has been tailored to the company’s re-

quirements with a strong focus on scal-

ability and optimal matching of cargoes

and vessels.

The system provides a global overview

of both present and future cargo and ves-

sel commitments, the minute a vessel and/

or a cargo commitment is concluded and

inserted. The information is a live platform

and is simultaneously available to all our

offi ces and departments worldwide. This

way, the company can fully utilise the lo-

cal offi ces’ customer relations and access

to cargoes with the global organisation’s

ability to provide real-time mark-to-mar-

ket values of future concluded commit-

ments for any segment, counterparty or

fi nancial period that may be required for

decision making.The tailored back-offi ce

system provides a competitive edge, which

together with the high activity level forms

a platform that facilitates the ability to

perform cost effective trading through:

• Effi cient operations due to critical mass

• Minimised ballasting, by amongst other

optimising of triangular trades

• Effective fl eet scheduling

• Optimal matching of cargoes & vessels

• Hedging opportunities, due to consist-

ent high volumes

• High activity level which creates op-

portunity for attractive spot / arbitrage

trading

The company has adopted a con-servative but fl exible risk profi le and an active risk management policy – tonnage and cargo commitments are matched by adjusting the physi-cal exposure, or hedged in the FFA market. Trading and risk manage-ment systems are fully integrated giving instant mark-to-market expo-sure reports.

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12 | Annual Report 2009 | Strategic insight

Of the 16 new buildings still to be deliv-

ered, one vessel to be delivery in 2011 will

be owned. The remaining vessels are on

long-term operational leases from Japa-

nese shipowners. When securing these

vessels under operational leases, Eitzen

Bulk Shipping secured a long-term ton-

nage portfolio (up to 13 years) with fi xed

daily lease cost for the full contract pe-

riod. The capital, cost and currency ex-

posure rests with the operational lease

counterparts.

In line with the company’s conserva-

tive approach to exposure, by the end of

2009, 80 per cent of all exposure related

to newbuildings was covered with long-

term contracts at profi table returns. All

operational leases carry purchase options

to Eitzen Bulk Shipping, of which the ma-

jority are partly shared.

For many years it has been an industry

standard that Handymax vessels has a

length of 190 meters. However, after ex-

tensive analysis of the Eitzen Bulk Shipping

trading pattern and in close coordination

with industrial customers and ship yards,

results showed that the majority of the

regular ports of call wereable to accom-

modate a vessel with 200 meter length.

The newbuilding program of Eitzen Bulk

Shipping consists of 12 Supramax vessels

with a length of 200 meters, which means

that their cargo carrying capacity is in-

creased by an estimated 10-15%, making

them more competitive than the standard

industry index for Supramax bulk carriers,

the so called BSI std52 design.

STABILITY DURING FINANCIAL

CRISES AND PLATFORM FOR FUTURE

PROFITABLE GROWTH

Although many businesses are still bat-

tling against the fi nancial crises, the dry

bulk market showed an early and remark-

able recovery in 2009. Seen in historical

perspective 2009 did not represent at

setback for Eitzen Bulk Shipping as the

operational, fi nancial and exposure con-

trol systems proved their value in allowing

the company to adjust quickly and benefi t

from the market development.

The business model proved to be an

invaluable asset during 2009 in terms of

controlling vessel and cargo exposure.

Running in parallel to which, time and ef-

forts are continually invested in practicing

due diligence towards reviewing the cred-

itability of new contractual counterpart as

well as current clients on a regular basis.

As a result thereof Eitzen Bulk Shipping

only suffered losses in 2009 from one

counterpart as consequence of the crises

in respect of cargo contracts, Forward

Freight Agreements, bunker and currency

hedges.

The present business model and sup-

port systems are structured to facilitate

absorption of the increasing numbers of

vessels, cargo and contract commitments

resulting from our three to fi ve years

growth plan, without further major invest-

ment in new systems and people.

VALUE ADDING ACTIVITIES

Whilst operator and owner activities are

the primary business segments, Eitzen

Bulk Shipping has also established cargo

handling and port facilities. Presently

cargo-handling equipment consists of 78

cargo grabs and three purpose designed

grabs for log-handling.

The grabs are used for own cargo han-

dling purposes but also leased to third par-

ties. Eitzen Bulk Shipping grab activities in

India are developed through a joint venture

in the name of Eitzen Logistic Services.

Port facility involvement is presently

in the form of investment in Perola a fer-

tilizer terminal in Santos, Brazil. In 2009

the terminal was hit and damaged by an

extreme storm. The terminal remained

partly operative, but re-building and pos-

sible expansion options are currently being

reviewed.

Cargo handling and port facility invest-

ment opportunities are pursued in order to

create value added activities and/or con-

solidate co-operations with core clients.

The cargo handling and port facilities sup-

ports and increases trading effi ciency.

NEWBUILDING PROGRAM

AND COVERAGE

Eitzen Bulk Shipping has committed to

18 newbuildings of which two vessels are

already in service. The remaining vessels

will be delivered in the period 2010 to

2014.

Sibulk Quality, discharging af Perola Terminal, Santos, Brazil

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Strategic insight | Annual Report 2009 | 13

Newbuild program – expected delivery

2007

Supramax

Mitsui (Sibulk Initiator)

56,000 DWT

2010

Supramax

Oshima (Sibulk Prosperity)

60,700 DWT

Imabari 61,000 DWT

2011

Supramax

Imabari61,000 DWT

Oshima60,700 DWT

Imabari61,000 DWT

Panamax

Sanoyasa (Sibulk Panache)

78,000 DWT

2013

Handysize

Imabari37,000 DWT

Supramax

Imabari61,000 DWT

2014

Supramax

Imabari61,000DWT

2012

Handysize

Imabari37,000 DWT

Supramax

Imabari61,000 DWT

Imabari61,000 DWT

Oshima60,700 DWT

Imabari61,000 DWT

Oshima60,700 DWT

Tsuneishi58,100 DWT

2008

Supramax

Imabari (Sibulk Tradition)

53,000 DWT

Owned Operational leasing

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14 | Annual Report 2009 | 2009 market review

2009 was a challenging year for many

businesses and dry cargo shipping was no

exception.

The time charter rates for a Supramax

vessel was at the beginning of the year

USD 4,000 per day – lower than the actual

costs of operating a vessel, but by year-

end the daily rate was USD 25,000 giving

an annual average of USD 17,300 – sub-

stantially higher than most analysts had

forecasted at the beginning of the year.

During 2009 the world dry bulk fl eet

grew from 418 to 460 million dwt. 43

million dwt entered the market as new-

buildings and approximately 10 million

dwt were conversions from tank to bulk.

11 million dwt of old ships were scrapped.

This fl eet growth would have sent hun-

dreds of older ships into layup, and even

more to the demolition yards had it not

been for the strength of the emerging

markets.

China again demonstrated how the

world has changed since the 1990’s from

a world with OECD as the focal point to a

situation with big emerging markets and

the developed economies falling behind.

The fi nancial ‘melt-down’ was an OECD

problem affecting China, but irrespective

of which China and other emerging econo-

mies grew as much in dry cargo volume as

OECD shrank. During the fi nancial turmoil

China consumed raw materials at a level

which hardly anybody had forecasted, and

it naturally poses the question of short-

and mid-term sustainability. In 2009

China imported 628 million tons of iron

ore occupying about 25% of the world dry

bulk fl eet. In 2008 the corresponding fi g-

ure was 440 mill tons.

The long term sustainability of China’s

demand is considered pretty certain. Chi-

na’s price-corrected industrial production

is now bigger than that of USA. China con-

sumes more cars than USA, and produces

as much steel as the rest of the world ac-

cumulated. China constitutes 42 percent

of the world coal market.

2009 market review

BSI and forward curves, monthly averages, USD per day

2001

Eitzen Research using Baltic Exchange Data

2002 2003 2004 2009 2010 2011 20122005 2006 2007 2008

30,000

10,000

50,000

70,000

Baltic historical Baltic forward feb 24, 2010

Dry Bulk Cargo Ships, million DWT

1980 1983 1986 1989 1992 1995 1998 2001 2004 2007 2010

In Operation Demolished Expected Delivery

80

60

40

20

Eitzen Research

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2009 market review | Annual Report 2009 | 15

Dry Bulk Commodity Imports in Million Tonnes – China’s Cut

Ship capacity caught in congestion, million DWT

1990 1991 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009

500

1,500

2,500

3,500

Rest of world China

Eitzen Research, Reuters Ecowin, Various other sources

2008 2009

USWCIndonesiaPanamaIndiaSouth AfricaChina

Brazil

Australia20

40

60

Eitzen Research, Industry Sources

Monthly Major Dry Bulk Commodity, Exports, 000 tonnes

JAN 08

FEB 08

MAR 08

APR 08

MAJ 08

JUN 08

JUL 08

AUG 08

SEP08

OCT 08

NOV 08

DEC 08

JAN 09

FEB 09

MAR 09

APR 09

MAJ 09

JUN 09

JUL 09

AUG 09

SEP09

OCT 09

NOV 09

DEC 09

Dry Bulk Exports to China Dry Bulk Exports to Rest of World

140,000

100,000

60,000

20,000

Eitzen Research

As the year closed, a harsh winter sent a

clear message to the dry bulk market that

coal may be the next big feedstock nec-

essary to import in increasingly large vol-

umes to China. Despite being the biggest

producer of coal in the world, with 2.9 bil-

lion tons, requirements for increased im-

port came up as China scoured the world

coal markets for more input.

In total, global dry bulk volumes were

about the same in 2009 as in 2008, but

with a drastic change in trading patterns

as illustrated by the monthly exports

2008 to 2009 where Chinese destina-

tions jumped in share of total exports.

Due to the change in trading patterns, the

average voyage distance and necessary

ballasting increased about 5 percent.

In addition, recorded vessels tied up in

congestion at ports around the world in-

creased from 30 mill dwt to 50 mill dwt,

corresponding to about 7 and 11 percent

of the world bulk fl eet.

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16 | Annual Report 2009 | 2010 market outlook

Dry bulk shipping demand from OECD

countries should continue to recover in

2010 and Chinese and Indian demand

growth is expected to continue at una-

bated pace. China is still at a moderate

development level and has a big potential

for higher steel consumption per capita,

and in addition, Chinese energy supply

seems to be increasingly reliant on coal

from Australia and Indonesia. In 2008

China imported 40 million tons of coal

growing to 127 million tons in 2009 of

which about 85 mill tons were seaborne.

If Chinese coal production stalled in 2010

another 400 mill tons would probably

have to be imported.

India has a fast developing coal demand

with 55 million tons of coal imported in

2008 and 65 mill tons in 2009. This de-

mand is driven by developments in the In-

dian energy and steel sectors. The Indian

market potential is less than China’s but

signifi cant enough in setting freight rates.

The fact that demand keeps increas-

ing makes it diffi cult for many publicly

controlled ports to catch up and capac-

ity growth keeps lagging behind demand

growth. Therefore it is expected that ship

capacity volumes caught in congestion

will persist or even increase.

Due to the growing demand in Asia the

increasing imbalance of trade to the Pa-

cifi c from the Atlantic will grow. The long

term trend of trading patterns are thus

believed to require more ballasting from

the Pacifi c to the Atlantic, though OECD

recovery may pause this growing imbal-

ance in 2010.

Deliveries of new ships will probably ac-

celerate in 2010 compared to 2009. After

four years with high dry bulk freight rates,

2009 was the fi rst year that dry bulk ship

deliveries accelerated. But actual deliver-

1950 1954 1958 1962 1982 1986 1990 1994 19981966 1970 1974 1978 20062002

800

400

1,200

1,600

US Japan China India Korea

Eitzen Research using data from ICAP, SBB, WorldSteel, Thomson-Reuters

Orderbook Snapshots, Dry Bulk, millions DWT

Steel consumption per capita, kilogram

2005 2006 2007 2008 2009 2010 2011 2012

Jan 09

On Order ExpectedDelivered

23 25 25 22 72 112 78

6

30 23 25 25 24 42 6

117

99 452005 2006 2007 2008 2009 2010 2011 2012

Feb 10

Eitzen Research, Industry Sources

2010 market outlook

ies were only 66% of what was scheduled

and such delays are expected to con-

tinue.

The shipping markets remain uncer-

tain due to the ambiguity of the current

positive trend in short term economic

indicators that could be sustainable or

a provisional result of fi nancial stimulus

packages. Weak public fi nances with huge

defi cits in major economies require fi scal

tightening and thus less spending and de-

mand for goods transportation.

The volume of trade is set to grow and

therefore opportunity to grow the market

exists for EBS. Volatility has been inherent

in the dry bulk market since 2003 when

Chinese imports became decisive for the

market balance and volatility is expected

to continue.

Page 17: Annual Report 2009 Eitzen Bulk Shipping A/S · out into the independent company Eitzen Bulk Shipping A/S and listed on NASDAQ OMX Copenhagen through a merger with Dampskibsselskabet

2010 market outlook | Annual Report 2009 | 17

Eitzen Bulk Shipping head offi ce in Copenhagen

Page 18: Annual Report 2009 Eitzen Bulk Shipping A/S · out into the independent company Eitzen Bulk Shipping A/S and listed on NASDAQ OMX Copenhagen through a merger with Dampskibsselskabet

18 | Annual Report 2009 | Financial review

Eitzen Bulk Shipping has adopted all new

or amended and revised accounting stand-

ards and interpretations (IFRS’s) endorsed

by the EU effective for the accounting pe-

riod beginning on 1 January 2009.

The IFRS 8 replacing IAS 14 has an im-

pact on the presentation and disclosure

of the consolidated fi nancial statements,

representing a change from last year. The

Group had previously one segment, the dry

bulk cargo segment. Following the merger

restructuring, the operating segments are

reported in a manner consistent with the

internal reporting provided to Executive

Management and the Board of Directors

of Eitzen Bulk Shipping. For management

reporting purposes, the Group operates

in two global business segment based

on the operator and shipholding activities

within the dry bulk cargo industry.

Please see note 1 ‘Group accounting

policies’ and note 3 ‘Segment information’

for additional information.

NET PROFIT

The business performance in 2009 is

considered satisfactory in the light of the

diffi cult market conditions, and net profi t

amounted to 19.0 MUSD.

EBITDA

The EBITDA of 20.7 MUSD developed in

line with expectations. The result was

substantially impacted by the share op-

tions program being expensed in 2009.

Adjusted EBITDA of 28.9 MUSD was down

14% compared to 33.7 MUSD in 2008.

Revenues in 2009 were 376 MUSD

down 55% from 838 MUSD in 2008 re-

fl ecting the substantial drop in market

rate levels.

The company adjusted its commercial

activities and cost base to the changed

market conditions. Closing down the Mel-

bourne offi ce late 2008 and cutting back

on staff related costs, although partly

counterbalanced by restructuring costs,

reduced the overall cost base compared

to 2008.

GROSS PROFIT (NET EARNINGS

FROM SHIPPING ACTIVITIES)

The gross profi t was 45.5 MUSD in 2009

corresponding to a gross margin of 12.1%

compared to 7.0% in 2008.

Number of ship days was 14,361, a de-

crease of 5% compared to 2008. The ac-

tivity level in terms of vessels has grown

throughout 2009 and was 59 at the end of

2009. Current fl eet activity is around 70

vessels.

The freight market in 2009 reached

an average BSI time charter rate of USD

17,300 per day compared to USD 42,500

per day in 2008, corresponding to a drop

in 59%. Eitzen Bulk Shipping’s gross profi t

per ship day have historically varied in line

with the time charter rates, but in 2009

the company outperformed the signifi -

cant drop in rates in 2008 with a gross

profi t per ship day of USD 3,200 in 2009

compared to 3,900 in 2008, a drop of only

18%.

FAIR VALUE ADJUSTMENT

The group enters FFA agreements to

hedge contracts concluded on both COA

and vessels (T/C). The fair value adjust-

ment that did not qualify for hedge ac-

counting under IFRS constituted an in-

come of 3.0 MUSD.

Financial review

2007 2008 2009

53 59 45

2007 2008 2009

18,746 15,129 14,361

Q1, 09

* Q1, 2010 ESTIMATE

Q2, 09 Q1, 10*Q3, 09 Q4, 09

3,193 3,017 3,907 4,243 5,000

Gross Profi t (MUSD)

Ship days

Ship days

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Financial review | Annual Report 2009 | 19

NET FINANCIAL ITEMS AND TAX

Financial income was 1.3 MUSD compared

to 3.3 MUSD primarily refl ecting lower in-

terest from settling loans with Camillo

Eitzen & Co ASA as part of the merger re-

structuring. Financial expenses amounted

to 0.2 MUSD as the company continues

to have no debt to fi nancial institutions.

Other fi nancial items were 1.3 MUSD, an

increase of 0.9 MUSD from 2008, prima-

rily due to foreign currency gains.

Tax on profi t was 3.7 MUSD corre-

sponding to an effective tax rate of 16.1%,

an increase from -7.4% in 2008, primarily

related to the tonnage tax.

CASH FLOW

Cash and cash equivalents were 24.8

MUSD down from 66.1 MUSD in 2008, and

consisted of USD and DKK cash at bank

and bank deposits at year-end.

Cash fl ow from operating activities

was -19.5 MUSD compared to 14.6 MUSD

in 2008. The cash fl ow in 2009 was im-

pacted by the relative high profi t split

payment from gains on ship sale, a rather

steep increase in vessel activity level by

the end of 2009, and onerous contracts

related to two vessels sold and delivered

in 2008, which required the company to

charter relatively more expensive tonnage

to lift cargo obligations committed against

same vessels. Provisions for the onerous

contracts in 2009 and 2010 totalling 33

MUSD was made in 2008 of which 25.5

MUSD was reversed in 2009.

ASSETS

Total assets amounted to 102.8 MUSD.

Non-current assets decreased to 19.9

MUSD from 100.0 MUSD in 2008, prima-

rily due to fair value adjustments of deriva-

tives and settling of loans and receivables

from Camillo Eitzen & Co ASA as part of

the merger restructuring. Current assets

decreased by 56.3 MUSD to 82.9 MUSD,

primarily due to lower liquidity and fair

value adjustment of derivatives.

The company has one newbuilding on

order with delivery in 2011. The prepay-

ments in 2008 were fi nanced through

cash fl ow from operations, whereas the

remaining instalments will take place in

2011. No impairments were recognised in

2009 with respect to prepayments on the

newbuild contract.

LIABILITIES

Total liabilities amounted to 77.0 MUSD,

a decrease of 104.4 MSUD from 2008.

This was primarily due to fair value adjust-

ments of derivatives, onerous contracts

and the profi t split agreement).

EQUITY

Total equity amounted to 25.8 MUSD, and

earnings per share were 0.8 USD.

DividendAt the Annual General Meeting on 21 April

2010, the Board of Directors will propose

not to pay out any dividend for 2009 to

maximise the company’s fi nancial fl exibil-

ity and thus be prepared for the business

opportunities that may arise.

As part of the merger restructuring 57

MUSD was distributed as dividends set-

tling loans and receivables with Camillo

Eitzen & Co. ASA in 2009.

Share options programThe Board of Directors approved 21 De-

cember 2009 a share options program.

Management and employees (70% of total

staff) were granted 2,537,766 share op-

tions by 22 December corresponding to

10.3% of the total number of outstanding

shares.

The estimated theoretical fair value of

the share option program is assessed to

16.5 MUSD with a non-cash expense in the

income statement for 2009 of 8.2 MUSD.

Legal casesEitzen Bulk Shipping is party to a number

of legal cases. See key legal issues and

information on contingencies for pending

litigations on note 30.

Page 20: Annual Report 2009 Eitzen Bulk Shipping A/S · out into the independent company Eitzen Bulk Shipping A/S and listed on NASDAQ OMX Copenhagen through a merger with Dampskibsselskabet

20 | Annual Report 2009 | Corporate governance

The Board of Directors and Executive

Management of Eitzen Bulk Shipping A/S

is convinced that effi cient and clear divi-

sion of responsibilities as well as trans-

parent decision making processes are pre-

requisites of a company’s long term value

creation. Eitzen Bulk Shipping therefore

reviews at least annually the company’s

practices in the fi eld against corporate

governance principles vested in legisla-

tion, customs and recommendations. As

part of this process, the Board and Execu-

tive Management assess the company’s

strategy, organisation, business proc-

esses, risks, control mechanisms and re-

lations with its shareholders, customers,

employees and other stakeholders.

CORPORATE GOVERNANCE

IN DENMARK

It is mandatory for companies listed on

Nasdaq OMX Copenhagen to account for

their governance practices in relation to

the recommendations issued by the Dan-

ish Committee on Corporate Governance.

As the main objective of the recommen-

dations is to make company management

structure transparent it is emphasised

by the committee that explaining non-

compliance is just as legitimate as com-

plying with a specifi c recommendation.

The committee is currently revising the

recommendations. Eitzen Bulk Shipping

follows this development closely, but re-

ports according to the present set of rec-

ommendations.

Eitzen Bulk Shipping presents an over-

view of corporate governance in this an-

nual report while a full disclosure of cor-

porate governance practices is provided

on the company’s website. As a general

rule, the company complies with the rec-

ommendations. Any exceptions are ac-

counted for here in the annual report.

MANAGEMENT STRUCTURE

Eitzen Bulk Shipping is a Danish listed

company with a two-tier management

structure. The Board of Directors de-

termines the company’s objectives,

strategies, budgets and supervises the

company’s performance and day-to-day

management, which is run by a manage-

ment group consisting of CEO and CFO

(registered with the Danish Commerce

and Companies Agency) as well as fi ve

Executive- and Senior Vice Presidents.

The management group determines the

required action plans and is responsible

for the execution of same to fulfi l the ob-

jectives as set out by the Board of Direc-

tors. In addition, the management group

delivers feedback to the Board of Direc-

tors on developments and opportunities

in the market, which will enable timely

adjustments to the strategies carrying

the company forward.

SHAREHOLDER STRUCTURE AND

INTERACTION WITH MANAGEMENT

Eitzen Bulk Shipping A/S was listed on

Nasdaq OMX Copenhagen in December

2009 with one share class with one vote

per share and no limits to voting rights or

sale of individual shares. The company ex-

pects to establish a broader shareholder

base thereby securing a larger free fl oat

and higher liquidity of the shares, of which

Camillo Eitzen & Co. and the manage-

ment group of Eitzen Bulk Shipping A/S

presently own the majority.

Opportunities for consolidation are pur-

sued on an ongoing basis and the compa-

ny’s listing is considered a natural source

for funding of these investments through

new share issues.

The general meeting constitutes the

highest authority of the company through

its election of the Board of Directors and

approves the annual report, and it is con-

vened by two to four weeks notice includ-

ing the agenda with summary of each

item. Financial reports, presentations and

other relevant information is available on

the company’s website. Regulatory dis-

closures are distributed through estab-

lished communication channels.

THE ROLE OF STAKEHOLDERS

The Company has adopted a code of con-

duct, which sets the ethical standards

expected from all employees regarding

behaviour, attitude and performance to-

wards stakeholders. The code addresses

issues such as health, safety & environ-

ment, business integrity, legal compli-

ance, IPR and internal control and it is

every employee’s responsibility to be

aware of and live up to the guidelines set

forth in the code.

OPENNESS AND TRANSPARENCY

Eitzen Bulk Shipping A/S aims to be per-

ceived as transparent, accessible, reliable

and open to dialogue with the company’s

shareholders. The Investor Relations

function headed by the CFO will provide

relevant, accurate, consistent and timely

information to the capital market that

may infl uence the pricing of the Eitzen

Bulk Shipping shares, while observing the

rules and regulation for listed companies

on Nasdaq OMX Copenhagen, including:

• Full year- and quarterly fi nancial state-

ments and annual report

• Special investor section on the com-

pany’s website

• Presentations at investor conferences

• One-on-one- and group meetings with

Danish and international investors- and

equity analysts

DUTIES AND RESPONSIBILITIES OF

THE BOARD OF DIRECTORS

The work of the Board of Directors is gov-

erned by a written set of procedures stat-

ing that it is the responsibility of the Board

to approve the company’s short- and

long-term strategies, to establish policies

for capital structure, risk management

and to monitor fi nancial- and organisa-

tional performance. The Board approves

all large investments and contractual ar-

rangements related to cargo and tonnage

running beyond 36 months and it is con-

currently informed about such obligations

lasting less than 36 months.

The Board meets a minimum of fi ve

times a year in connection with the

processing and approval of fi nancial re-

porting. Additional meetings are con-

vened as needed. In 2009, the board met

5 times.

Executive Management reports

monthly to the Board about market de-

velopments and macroeconomic factors

with relevance for the bulk market, budg-

ets, fi nancial key ratios, exposures and

counterparty risks. The chairman of the

Board and the CEO are in proactive dia-

logue when developments in the market

or key projects require extra attention.

Corporate governance

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Corporate governance | Annual Report 2009 | 21

The Board of Directors currently attends

to the audit committee function. This re-

quires that no members of the Board of

Directors are also members of Executive

Management and that at least one mem-

ber of Board of Directors is both independ-

ent of the company and has qualifi cations

within accounting and auditing. The Board

of Directors acknowledges this responsi-

bility and will perform renewed assess-

ment of this.

COMPOSITION OF THE BOARD

OF DIRECTORS

The Board is elected by the annual gen-

eral meeting. Potential board candidates

are reviewed by the Board based on regu-

lar discussions about the composition of

the Board, including its competences and

experiences. On the company’s website

there is a presentation of each member of

the Board.

The Danish Committee on Corporate

Governance recommends that at least

half of the board members elected by

the general meeting are independent per-

sons. Additionally, it is recommended that

members of the executive management of

a company are not members of the board

of directors of the same company.

The Board of Directors at Eitzen Bulk

Shipping A/S consists currently of the

chairman of the board and CEO of the ma-

jority shareholder, Camillo Eitzen & Co., a

partner from the company’s lawyer, Gor-

rissen Federspiel, and two Executive Vice

Presidents from the company’s manage-

ment group. As such, Eitzen Bulk Shipping

has given priority to signifi cant market

insight and shipping experience over in-

dependence. That said, the Board of Di-

rectors is determined to adopt members

independent of the company.

REMUNERATION OF BOARD OF

DIRECTORS AND EXECUTIVE

MANAGEMENT

The Danish Public Companies Act pro-

vides that shareholders adopt, at the gen-

eral meeting, guidelines for incentive pay

to members of the company’s board and

it’s executive management. Such guide-

lines was adopted by the extraordinary

general meeting in December 2009, and,

in accordance with the Act, Eitzen Bulk

Shipping will propose a set of guidelines

at the ordinary general meeting in April

2010. The main elements of the current

guidelines are set out below. The com-

plete guideline is available on the com-

pany’s website.

Board of DirectorsThe Board of Directors has refrained from

receiving any compensation for their work

in 2009. From 2010, members of the

Board of Directors will receive a fi xed an-

nual fee, which must be approved by the

annual general meeting in April 2010. If

company activities require a temporary,

but extraordinary workload by the Board,

a supplement to the fi xed annual fee can

be authorised. The members of the Board

receive no incentive pay for their Board of

Directors work.

Executive ManagementMembers of the Executive Management

are employed under executive service

contracts, and all terms of their remu-

neration are fi xed by the Board based on

the guidelines approved by the general

meeting.

The Executive Management of Eitzen

Bulk Shipping consists currently of the

CEO and CFO. Members of Executive

Management receive a competitive re-

muneration package consisting of four

elements; a fi xed salary, benefi ts such as

company car and phone, cash bonus and

share options.

In 2009, a total of 0,3 MUSD was paid

in salaries to the Executive Management.

In addition, 0,2 MUSD was expensed in

bonus.

Share options programThe share options program for the com-

pany’s management and key employees,

a total of 37 persons, was approved by the

general meeting in December 2009 and

gives the option holders a right to acquire

shares corresponding to a total of 10.3%

of the company share capital as of 22

December 2009. The share options will

be vested with 50% in 2009, 25% in 2010

and 25% in 2011, and can be exercised in

the period from 1 March 2010 through

31 March 2016 on a 4 year rolling basis.

Treasury shares have been allocated to

cover the entire program.

The exercise price for the share options

will be determined as 1% of the market

price for the company’s shares at the time

of granting the share options to the holder.

The exercise price can be adjusted in the

event of changes to the capital structure.

The estimated theoretical present value

of the scheme is assessed to 16.5 MUSD

using the Black & Scholes model and in

accordance with IFRS.

In 2009, 8.2 MUSD was expensed cov-

ering the share options program.

RISK MANAGEMENT

Main risk exposures and risk management

processes are described in note 27.

AUDIT

The overall responsibility for the internal

control in relation to fi nancial reporting

including compliance with applicable leg-

islation and other fi nancial reporting regu-

lations rests with the Board of Directors

and Executive Management.

Nomination of external auditors is done

annually by the general meeting. The au-

ditor agreement and fees are agreed be-

tween the Board and auditors. The Board

has approved the use of the company’s

external auditors for non-audit services

provided these services are kept within

the guidelines of approved strategy and

budgets.

In connection with the audit of the an-

nual report, external accountant review

all internal controls and fi nancial proce-

dures. The external auditor’s report is re-

viewed by the Board.

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22 | Annual Report 2009 | People and planet

8%

11%

59%

6%

8%

8%

NYC

CPH

BJG

SIN

RIO

HKG25%

4%

50%

17%

4%

Chartering

Postfixture

Business support

Finance & operations

control

Ship-holding

Geographical split of employeesEmployees split by functionEitzen Bulk is built on a philosophy

whereby staff is considered to be one of

the company’s most important resources

and assets. A conscious effort is made to

maintain a fl at organisational structure,

where all directly involved persons are

also part of the related decision making

process. Annual strategic reviews are

made in order to regularly align individual

efforts to the ever-changing needs of our

clients and address prevailing market con-

ditions. These reviews are staff focused

and where all participate on a level foot-

ing, regardless of status. In consequence

of which a culture has been established

and maintained which promote the Eitzen

Bulk Shipping team spirit.

By the end of 2009, Eitzen Bulk Ship-

ping employed 52 people, of which 31

were based in Copenhagen. In order to

provide optimal round the clock service to

customers, the company has established

6 regional offi ces employing 21 people,

strategically sited around the world in

terms of regions and time zones. The in-

tegrated back offi ce system has been

designed to promote and enable decision

making on business level irrespective of

the geographical location. At the same to-

ken the back offi ce system enables prompt

and exact knowledge sharing across func-

tional and geographical borders strength-

ening team spirit world-wide.

The employees can roughly be divided

into fi ve main functions; Chartering, Post

fi xture, Ship holding, Business Support

and Finance & Operations Control.

Requirements in respect of research,

fuel procurement and HR services are

provided through service agreements with

Camillo Eitzen (Denmark) A/S shared with

Eitzen Chemical ASA and Eitzen Gas A/S.

The average employment time in the com-

pany is seven years, with many managers

having served the company for 10 to 15

years.

People and planet

Eitzen Bulk Shipping does not currently

own any ships and therefore sea-going

personnel fall under the responsibility

of the ship owners from whom vessels

are chartered. The company select their

chartered fl eet based on the analysis of

international vetting agencies as well as

membership of the International Group

of P&I clubs, a type of mutual insurance

scheme for ship owners covering mainly

personal injuries, cargo damage and pol-

lution.

DedicationQuality

Dynamic

Trust

Innovation

Human touchPartner

Integrity

Eitzen Bulk Shipping value chain connecting cargoes and vessels

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People and planet | Annual Report 2009 | 23

15.3%

4.6%

18.2%

0.5%0.6%

35%

1.9%

2.7%

21.3%

Electricity and heat production

OtherManufacuting industries and

construction

Other transport (road)

Rail

International aviationInternational shipping

Domestic shipping & fishing

Other energy industries

Second IMO GHG Study 2009 (MEPC 59/INF. 10)

Shipping contribution to global CO2 emissions

Human resource development and focus

HUMAN RESOURCE DEVELOPMENT

A career at Eitzen Bulk Shipping is a glo-

bal and constant evolving experience. The

company provides a fl exible competence

development package, which may include

professional and personal development

as well as language courses and expatria-

tion. Attention is given to meeting specifi c

needs of the individual rather than just ad-

herence to standard course participation

patterns.

A career development plan has been

established for all employees, ranging

from trainee to senior manager. Trainee

programs are managed in association with

the Danish Shipowners’ Association, and

junior employees can enrol in TutorShip,

a 2-3 year long distance learning program

offered by the Institute of Chartered Ship-

brokers that qualifi es for an ICS Founda-

tion Diploma, which is an accredited and

internationally recognised qualifi cation.

The traineeship resolves around a rota-

tion plan, whereby all main areas of com-

mercial and operational activities are ad-

dressed. In addition to in-house training,

the company encourages participation in

external training and courses for shipping

professionals as well as selected personal

development and management courses.

Theoretical training is complimented with

orientation visits to ports, vessels etc. in

order to give practical experience.

Eitzen Bulk Shipping is a globally op-

erating company and to be a successful

operator, it is a prerequisite to be in close

contact with customers locally, and to

have knowledge of the specifi c trading

conditions in the local areas; interacting

with agents and stevedores, knowing the

special features of a given port and be

conversant with the characteristics of the

cargo etc. The company therefore provides

extensive ‘on-the-job’ training and expa-

triation, which is managed through an ex-

change program between the company’s

offi ces and also frequently with business

partners.

CORPORATE SOCIAL

RESPONSIBILITY

Eitzen Bulk Shipping acknowledges a re-

sponsibility to manage the company in a

way that balance the business results with

respect for climate changes, health and

safety of seafarers and other employees

as well as for business ethics. These con-

siderations are vested in the corporate cul-

ture and refl ected in the company’s code of

conduct. The company obeys all relevant

legislation set by national or international

legal bodies such as the International Mar-

itime Organisation (IMO) and The Maritime

Labour Convention. The company intend

for none of its practices to be contrary to

the UN Global Compact’s ten principles

that have become a global standard for

corporate social responsibility.

For the shipping industry, climate

changes are of special attention. In total,

shipping account for about 90% of global

trade and approximately 3% of man-made

CO2 emissions. Measured per ton of trans-

ported goods, shipping is the least environ-

mentally damaging means of transport.

Despite the fact that shipping is impacting

the climate less than comparable forms

of transportation, such as airfreight and

truck, Eitzen Bulk Shipping is committed

to reduce its contribution further.

When planning a cargo voyage, Eitzen

Bulk Shipping aims to optimise the vessel

speed and thus fuel consumption, which

is the most infl uential parameter on CO2-

emissions. Also, in the development of a

newly designed Supramax vessel, Eitzen

Bulk Shipping have together with Japa-

nese shipyards succeeded in designing a

vessel that carry an additional 6.3 percent

cargo per metric ton fuel consumed, as

compared with previous designs.

Main engines contracted for the new

building program have been upgraded

from original design specifi cations to the

latest version of environmental friendly

engine available.

Management & Leadership

Traineeship

Personal development

Professional compentences

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24 | Annual Report 2009 | People and planet

Propeller installation at ship yard

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About the share | Annual Report 2009 | 25

INVESTOR RELATIONS

Eitzen Bulk Shipping A/S was listed on

Nasdaq OMX Copenhagen in December

2009 and the company aims to be per-

ceived as transparent, accessible, reliable

and open to dialogue with our existing and

potential shareholders.

Opportunities for consolidation are pur-

sued on an ongoing basis and the compa-

ny’s listing is considered a natural source

for funding of these investments.

The company will provide relevant, ac-

curate, consistent and timely information

to the capital market to facilitate a trans-

parent and effi cient pricing of the com-

pany shares, while observing the rules

and regulation for listed companies on

Nasdaq OMX Copenhagen.

The main communication channels are

the company’s website, annual reports

and quarterly fi nancial statements as

well as operational company announce-

ments. In addition, the Executive Man-

agement will engage in regular meetings

with investors in Europe and US. The

Board and management regularly review

feedback from shareholders and potential

investors to ensure effi cient transmission

of information.

THE SHARE CAPITAL

The share capital consist of 24,638,502

shares with a nominal value of 1 DKK in

one share class with one vote per share

and no limits to voting rights or sale of

individual shares. By 31 December 2009

the company had 427 registered share-

holders.

The following shares and shares op-

tions were owned by senior management

at 31 December 2009:

The Board of Directors receives a cash

remuneration, which is approved by the

shareholders in general meeting in con-

nection with the approval of the annual

report. The Board of Directors does not

receive share-based remuneration and

did not receive any remuneration for their

work in 2009.

By the end of 2009, employees and

executives owned a total of 14.7% of the

company’s share capital. Eitzen Bulk Ship-

ping owned 2,463,850 of treasury shares

corresponding to 10.0% of the share capi-

tal to fulfi l company obligations regarding

the share options program. The Company

does not intend to own company shares

beyond what is required to fulfi l such ob-

ligations.

The shareholder register is maintained

by Computershare, Kongevejen 418, DK-

2840 Holte.

DIVIDEND POLICY

The dry bulk shipping market and the re-

lated investment opportunities are cycli-

cal, and the current global economic crisis

has opened new possibilities for consoli-

dation and investments. To maximise the

company’s fi nancial fl exibility and thus be

prepared for the business opportunities

that may arise, Eitzen Bulk Shipping pro-

poses to the annual general meeting 2010

not to pay out dividends for 2009.

SHARE PRICE AND TURNOVER

In 2009 Eitzen Bulk Shipping had only six

trading days from the fi rst day of listing,

21 December 2009. The share price at

year-end was 40 DKK against 37.5 DKK

on the fi rst trading day, a development

of 6.7%. The market capitalisation of the

listed shares was approximately 1 billion

DKK at year-end, corresponding to 190

million USD.

FINANCIAL CALENDAR 2010

24 MarchAnnual Report 2009

21 AprilAnnual General Meeting

20 MayFinancial Statements Q1 2010

24 August Financial Statements 1H 2010

19 NovemberFinancial Statements Q3 2010

All regulatory releases and fi nancial ac-

counts are available in Danish and English

on the company website

www.eitzen-bulk.com.

IR CONTACT

Bjarne Skov Faber

Chief Financial Offi cer

Direct tel.: +45 3997 0401

Mobile tel.: +45 2630 9501

E-mail: [email protected]

Camillo Eitzen House

Amerika Plads 38

DK-2100 Copenhagen

Denmark

14.7%

74.3%

0.7%

10.3%

Camillo Eitzen & Co. ASA

Staff

Treasurey shares allocated to stock

options program

Minority Shareholders

Eitzen Bulk Shipping ownership after merger

About the share

No. of share Name Position No. of shares optionsPer Lange CEO 739,886 (3.00%) 359,648

Bjarne Skov Faber CFO 0 0

Henrik Sleimann Petersen Board member and

Executive Vice

President 386,550 (1.57%) 201,555

Hans-Christian Olesen Board member and

Executive Vice

President 355,362 (1.44%) 188,004

Kaare Grenness Senior Vice President 393,548 (1.60%) 201,125

Søren C. Thomsen Senior Vice President 209,950 (0.85%) 140,372

Klaus Munk Andersen Senior Vice President 250,327 (1.02%) 159,784

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26 | Annual Report 2009 | Management biographies

BOARD OF DIRECTORS

Axel C. Eitzen (b. 1954), ChairmanNorwegian citizen

Chairman of Camillo Eitzen & Co ASA

(2008-)

Elected for the Board fi rst time in 2009,

term expires in 2010

Education

1976-1980: Master of Mechanical

Engineering

1973-1975: M.Sc. Economics

Former positions

2003-2008: CEO, Camillo Eitzen

& Co ASA

1980-2003: Partner & CEO, Tschudi &

Eitzen AS

Management assignments

Eitzen Chemical ASA (CM)

Eitzen Maritime Services ASA (CM)

Gard AS (M)

Peter D. Knudsen (b. 1957), Norwegian citizen

CEO, Camillo Eitzen & Co

ASA (2008-)

Elected for the Board fi rst time in 2009,

term expires in 2010

Education

1979: Master of Business Adm.

1977: Bachelor Finance

Former positions

2007-2008: General Manager, Nordea

Bank Singapore Pte. Ltd.

1993-2007: Senior Vice President,

Nordea Bank Norge ASA, shipping, oil

services and international division

Management assignments

Eitzen Maritime Services ASA (M)

Eitzen Solvang Ethylene A/S (M)

Subsidiaries of Camillo Eitzen & Co ASA

(M)

Peter Appel (b. 1961)Danish citizen

Managing Partner, Gorrissen Federspiel

(2010-), partner since 1994

Elected for the Board fi rst time in 2009,

term expires in 2010

Education

1990: Master of Law, London school of

Economics

1985: Maritime Law, Oslo University

1985: Master of Law, Copenhagen

University

Former positions

1994-2009: Partner, Gorrissen

Federspiel

Management assignments

Bimco Informatique A/S (M)

P.E.P. Shipping A/S (M)

European Maritime Law Organisation (M)

Maritime and Transport Law Committee,

International Bar Association (CM)

Management biographies

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Management biographies | Annual Report 2009 | 27

Henrik Sleimann Petersen (b. 1966)Danish citizen

Executive Vice President, Eitzen Bulk

Shipping A/S (2009-)

Elected for the Board fi rst time in 2009,

term expires in 2010

Education

2004: Wharton School of Business, USA

– EDP Program

1988: A.P. Møller/Maersk Shipping

Academy

Former positions

2008-: Managing Director, Eitzen Bulk

Shipholding A/S

2007-2008: General Manager – Eitzen

Bulk A/S

2006-2008: Board member, Perola SA,

Brazil

1997-2006: CEO, Eitzen Bulk (USA) Inc.

Management assignments

Subsidiaries of Eitzen Bulk Shipping A/S

(M)

EXECUTIVE MANAGEMENT

Per Lange (b. 1960), CEODanish citizen

Employed with the Eitzen Group since

1995

Education

1992: Executive development program,

Penn State University, USA

1981: A. P. Moller – Maersk Shipping

School

Former positions

2007-2009: CEO, Eitzen Bulk A/S

2004-2007: Director, Eitzen Bulk

1995-2004: General manager, EAC

Shipping/Eitzen Bulk

1981-1995: General manager, Maersk

Bulk, A. P. Moller – Maersk

Management assignments

Subsidiaries of Eitzen Bulk Shipping A/S

(M)

Bjarne Skov Faber (b. 1968), CFODanish citizen

Employed with the Eitzen Group since

2009

Education

2007: Program for Executive

Development, IMD, Switzerland

1993: M.Sc. in Economics and Financing

Former positions

2005-2008: CFO, Energy Markets, DONG

Energy A/S

2004-2005: Vice President Finance,

Trade & Supply, DONG A/S

1997-2004: Head of various Finance

areas, Novo Nordisk A/S

Management assignments

Subsidiaries of Eitzen Bulk Shipping A/S

(M)

Hans-Christian Olesen (b. 1968)Danish citizen

Executive Vice President, Eitzen Bulk

Shipping A/S (2009-)

Elected for the Board fi rst time in 2009,

term expires in 2010

Education

1996: Graduate Diploma in International

trade, Copenhagen Business School

Former positions

2009-: Executive Vice President, Eitzen

Bulk Shipping A/S

1997-2008: Various positions, Tschudi &

Eitzen A/S & Eitzen Bulk A/S

1987-1997: Various positions, East Asiatic

Company A/S

Management assignments

Cedrela Transport Ltd., Bahamas (M)

Perola S.A., Brazil (M)

Eitzen Logistic Services Ltd., India (M)

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28 | Annual Report 2009 | Statement of the Board of Directors and Executive Management on the Annual Report

Statement of the Board of Directors and Executive Management on the Annual Report

The Board of Directors and Executive management have prepared the 2009 Annual Report. The Annual Report was considered and

adopted today.

The Annual Report has been prepared in accordance with International Financial Reporting Standards as adopted by the EU and ad-

ditional Danish annual reporting requirements for listed companies.

We consider the accounting policies used appropriate and the accounting estimates made reasonable, and in our opinion the consoli-

dated fi nancial statements and the fi nancial statement of the parent company provide the relevant information for assessing the fi -

nancial position of the Group and the parent company. In our opinion the consolidated fi nancial statements and the fi nancial statement

of the parent company give a true and fair view of the assets, liabilities and fi nancial position of the Group and the parent company and

the results of the Group’s and the parent company’s operation and cash fl ows for the period 1 January - 31 December 2009.

In our opinion the Management’s review in the preceding pages gives a true and fair presentation of the development in the activities

and the fi nancial position of the Group and the parent company, the results for the year and of the Group’s and the parent company’s

fi nancial position in general. Further, in our opinion the Management’s review describes the most signifi cant risks and uncertainties

that may affect the Group and the parent company.

We recommend that the Annual Report is adopted at the annual general meeting.

Copenhagen, 24 March 2010

EXECUTIVE MANAGEMENT

Per Lange Bjarne Skov Faber

CEO CFO

BOARD OF DIRECTORS

Axel C. Eitzen Peter D. Knudsen Peter Appel

Chairman

Henrik Sleimann Petersen Hans Christian Olesen

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Independent Auditors’ Report | Annual Report 2009 | 29

Independent Auditors’ Report

We have audited the fi nancial statements and the consolidated fi nancial statements for Eitzen Bulk Shipping A/S for the fi nancial

year ended 31 December 2009, which comprise a summary of signifi cant accounting policies, the income statement, balance sheet,

statement of changes in equity, cash fl ow statement for the year then ended and notes for the Parent Company and the Group. The

fi nancial statements and the consolidated fi nancial statements have been prepared in accordance with International Financial Re-

porting Standards as adopted by the EU and additional Danish disclosure requirements for listed companies.

THE EXECUTIVE MANAGEMENT AND BOARD OF DIRECTORS’ RESPONSIBILITY FOR THE FINANCIAL STATEMENTS, THE

CONSOLIDATED FINANCIAL STATEMENTS AND THE MANAGEMENT’S REVIEW

The executive management and the board of directors are responsible for the preparation and fair presentation of these fi nancial

statements and consolidated fi nancial statements in accordance with International Financial Reporting Standards as adopted by

the EU and additional Danish disclosure requirements for listed companies. This responsibility includes: designing, implementing and

maintaining internal control relevant to the preparation and fair presentation of fi nancial statements, consolidated fi nancial state-

ments and a Management’s Review that are free from material misstatement, whether due to fraud or error; selecting and applying

appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.

AUDITOR’S RESPONSIBILITY AND BASIS OF OPINION

Our responsibility is to express an opinion on the fi nancial statements and the consolidated fi nancial statements based on our audit.

We conducted our audit in accordance with Danish Standards on Auditing. Those standards require that we comply with ethical re-

quirements and plan and perform the audit to obtain reasonable assurance whether the fi nancial statements and the consolidated

fi nancial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the fi nancial statements and

consolidated fi nancial statements. The procedures selected depend on the auditors’ judgement, including the assessment of the risks

of material misstatement of the fi nancial statements and the consolidated fi nancial statements, whether due to fraud or error. In

making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the

fi nancial statements and consolidated fi nancial statements which gives a true and fair description in order to design audit procedures

that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s inter-

nal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting

estimates made by the executive management and board of directors, as well as evaluating the overall presentation of the fi nancial

statements and the consolidated fi nancial statements.

We believe that the audit evidence we have obtained is suffi cient and appropriate to provide a basis for our audit opinion.

The audit did not result in any qualifi cation.

OPINION

In our opinion, the fi nancial statements and the consolidated fi nancial statements give a true and fair view of the Company’s and the

Group’s fi nancial position at 31 December 2009 and of the results of the Parent Company’s and the Group’s operations and its cash

fl ows for the fi nancial year then ended in accordance with International Financial Reporting Standards as adopted by the EU and ad-

ditional Danish disclosure requirements for listed companies.

STATEMENT ON THE MANAGEMENT’S REVIEW

The executive management and the board of directors are responsible for the preparation of a management’s review that includes a

fair review in accordance with additional Danish disclosure requirements for listed companies.

The audit has not included the management’s review. Pursuant to the Danish Financial Statements Act, we have, however, read the

management’s review. We have not performed any further procedures in addition to the audit of the consolidated fi nancial statements

and the fi nancial statements.

On this basis, it is our opinion that the information in the management’s review is consistent with the consolidated fi nancial state-

ments and the fi nancial statements.

Copenhagen, 24 March 2010

ERNST & YOUNG

Godkendt Revisionspartnerselskab

Henrik Kofoed Bent Jensen

State Authorised Public Accountant State Authorised Public Accountant

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30 | Annual Report 2009 | Consolidated Income Statement

(USD ‘000) Note 2009 2008

Freight income 376,029 838,307

Voyage related expenses -105,111 -116,790

Time-charter hire -225,537 -662,567

Other income 114 142

Gross profi t (Net earnings from shipping activities) 45,495 59,092

Other external expenses -7,292 -8,437

Staff costs 5 -17,462 -16,990

Profi t before depreciations etc. (EBITDA) 20,741 33,665

Profi t on sale of vessels etc. 0 49,542

Depreciations 6 -445 -768

Operating profi t (EBIT) 20,296 82,439

Share of associates’ profi t after tax 15 -295 475

Financial income 7 1,331 4,396

Financial expenses 8 -211 -828

Other fi nancial items, net 9 1,574 -105

Profi t before tax 22,695 86,377

Tax 10 -3,658 6,392

Net profi t 19,037 92,769

Attributable to: Profi t attributable to the equity holders of the parent 18,890 92,613

Profi t attributable to the minority 147 156

19,037 92,769

Earnings per share 11 Earnings per share – basic earnings per share USD 0.77 3.76

Earnings per share – diluted earnings per share USD 0.77 3.76

Consolidated Income Statement1 January - 31 december

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Consolidated Statement of Comprehensive Income | Annual Report 2009 | 31

USD ‘000) Note 2009 2008

Profi t/loss (-) for the year 19,037 92,769

Other comprehensive income Value adjustments of hedging instruments 3,301 -3,071

Tax effect -836 819

Value adjustments of hedging instruments after tax 2,465 -2,252

Exchange adjustments of foreign entities 1,043 167

Other adjustments -656 -226

Fair value adjustments other investments (gain/-loss) 186 -656

Other comprehensive income for the year, net of tax 3,038 -2,967

Total comprehensive income for the year, after tax 22,075 89,802

Attributable to: Equity holders of the parent 21,928 89,646

Non-controlling 147 156

22,075 89,802

Consolidated Statement of Comprehensive Income

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32 | Annual Report 2009 | Consolidated Balance Sheet

Consolidated Balance Sheet1 January - 31 december

ASSETS(USD ‘000) Note 2009 2008

Owned vessels 12 0 0

New building contracts 13 6,695 6,695

Fixtures, fi ttings and equipement 14 1,008 1,056

Total tangible assets 7,703 7,751

Investment in associates 15 2,894 3,047

Other investments 645 437

Derivative fi nancial instruments, non-current 31 5,440 33,404

Other fi nancial assets, non-current 16 210 47,492

Deferred tax assets 24 2,970 7,790

Financial assets, non-current 12,159 92,170

Total non-current assets 19,862 99,921

Inventories 17 8,332 3,482

Trade and other receivables 18 29,827 14,751

Prepayments 19 10,374 7,081

Derivative fi nancial instruments, current 31 9,549 47,902

Cash and short-term deposits 20 24,806 66,052

Current assets 82,888 139,268

TOTAL ASSETS 102,750 239,189

EQUITY AND LIABILITIES(USD ‘000) Note 2009 2008

Share capital 21 46,941 46,941

Retained earnings -23,134 12,071

Other reserves 1,343 -1,695

Total equity of majority interest 25,150 57,317Minority interest 623 476

Total equity 25,773 57,793

Interest bearing loans and borrowings 25 25 236

Financial liabilities, non-curent 26 0 10,388

Provisions 23 0 7,422

Derivative fi nancial instruments 31 9,800 33,524

Total non-current liabilities 9,825 51,570

Trade and other payables 28 45,949 51,926

Interest-bearing loans and borrowings 25 248 678

Provisions 23 8,422 26,510

Derivative fi nancial instruments 31 12,378 49,161

Income tax payable 155 1,551

Total current liabilities 67,152 129,826Total liabilities 76,977 181,396

TOTAL EQUITY AND LIABILITIES 102,750 239,189

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Consolidated Cash Flow Statement | Annual Report 2009 | 33

Consolidated Cash Flow Statement1 January - 31 december

(USD ‘000) Note 2009 2008

Profi t/loss(-) before tax 22,695 86,377

Paid tax including added interest on tax -75 1,893

Adjustment to reconsile profi t before tax to net cash fl ows

Non-cash:

Gain on sale of vessel, plant and equipment 0 -49,542

Impairment, depreciation and amortisation 6,13,14 445 768

Share-based payments, expense 35 8,239 0

Bonus (profi t split) 1,281 7,853

Share of gain/loss in associated companies 15 295 -475

Interest expenses 8 211 828

Interest income 7 -1,331 -4,396

Net foreign exchange differences, realised -828 355

Net forward contract activity 5,492 -2,785

Movement in onerous contracts for the year -25,510 -24,363

Other changes -4,575 224

Working capital adjustments: 32

Change in current assets -22,815 7,265

Change in current liabilities -3,051 -9,399

Net cash fl ows from operating activities -19,526 14,605

Proceeds from sale of vessel, plant and equipment 13,14 0 105,690

Investments in tangible fi xed assets -397 -3,987

Interest received 688 2,206

Net cash fl ows from investing activities 291 103,909

Dividends paid to equity holders and minority interests -9,102 -50,000

Intercompany loan 0 -45,000

Interest paid -211 -357

Other changes -12,698 -10,664

Net cash fl ows from fi nancing activities -22,011 -106,021

Net change in cash and cash equivalents -41,246 12,493

Cash and cash equivalents at 1 January 20 66,052 53,559

Cash and cash equivalents at 31 December 20 24,806 66,052

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34 | Annual Report 2009 | Consolidated Statement of Changes in Equity

Consolidated Statement of Changes in Equity1 January - 31 december

Attributable to equity holders of the parent company Total

Majority Minority Total

interest interest Equity

Other reserves

Share Retained Hedging Trans- Other Total

capital earnings reserves lation other

(USD ‘000) (Note 21) reserve reserves

At 1 January 2009 46,941 12,071 -1,016 167 -846 -1,695 57,317 476 57,793Total comprehensive income - 18,890 2,466 1,041 -469 3,038 21,928 147 22,075

Total comprehensive income 0 18,890 2,466 1,041 -469 3,038 21,928 147 22,075Other changes - -5,432 0 0 0 -5,432 0 -5,432

Share-based payment 8,239 8,239 8,239

Treasury shares received from Parent 17,721 17,721 17,721

Value of treasury shares -17,721 -17,721 -17,721

Dividend - -56,902 0 0 0 0 -56,902 - -56,902

Changes during the year - -54,095 0 0 0 0 -54,095 0 -54,095At 31 December 2009 46,941 -23,134 1,450 1,208 -1,315 1,343 25,150 623 25,773

Attributable to equity holders of the parent company Total

Majority Minority Total

interest interest Equity

Other reserves

Share Retained Hedging Trans- Other Total

capital earnings reserves lation other

(USD ‘000) (Note 20) reserve reserves

At 1 January 2008 4,196 14,941 1,236 0 0 1,236 20,373 320 20,693Increase of share capital through

merger with Shipholding Holding A/S 42,745 20,517 0 0 0 0 63,262 63,262

Total comprehensive income 0 92,613 -2,252 167 -882 -2,967 89,646 156 89,802

Total comprehensive income 0 92,613 -2,252 167 -882 -2,967 89,646 156 89,802Other changes 0 0 0 36 36 36 36

Dividend 0 -116,000 0 0 0 0 -116,000 0 -116,000

Changes during the year 0 -116,000 0 0 36 36 -115,964 0 -115,964At 31 December 2008 46,941 12,071 -1,016 167 -846 -1,695 57,317 476 57,793

Increase in share capital due to merger with Shipholding Holding A/SThe merger with Shipholding Holding A/S was approved on the shareholders meeting on 21 December 2009 in accordance with the merger plan on 20

November 2009. In connection with the merger all assets and liabilities of Shipholding Holding A/S were taken over. The increase in share capital was

registering on 21 December 2009. The increase in share capital equal to 42.7 MUSD is presented in the consolidated statement of changes in equity for

2009. The merger is accounted for using the pooling of interest method in the consolidated fi gures for 2008 and 2009.

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Notes to the Financial Statements | Annual Report 2009 | 35

Notes to the Financial Statements

1. Group accounting policies 36 2. Signifi cant accounting judgment, estimates and assumptions 41 3. Segment information 42 4. Fees to auditor appointed at the annual general meeting 43 5. Staff costs 43 6. Depreciation 43 7. Financial income 44 8. Financial expenses 44 9. Other fi nancial items 44 10. Tax 44 11. Earnings per share 45 12. Owned vessels 45 13. New building contracts 45 14. Fixtures, fi ttings and equipment 46 15. Investments in associates 46 16. Other fi nancial assets, non-current 47 17. Inventories 47 18. Trade and other receivables 47 19. Prepayments 47 20. Cash and cash equivalents 47 21. Share capital 48 22. Treasury shares 48 23. Provisions 48 24. Deferred tax 49 25. Interest bearing loans and borrowings 49 26. Financial liabilities, non-current 49 27. Financial risk management, objectives and policies 50 28. Trade and other payables 52 29. Operating lease commitments 52 30. Contingent assets and liabilities 53 31. Financial instruments 53 32. Change in net working capital 56 33. Mortgage and security 56 34. Related party transactions 57 35. Share-based payment 58 36. Liquidity risk 59 37. Subsequent event 60 38. New fi nancial reporting regulation 60

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36 | Annual Report 2009 | Notes to the Financial Statements

Note 1 Group accounting policies

Eitzen Bulk Shipping A/S is a public limited com-

pany domiciled in Denmark. Eitzen Bulk Shipping

A/S is a result of the merger between Damp-

skibsselskabet Orion A/S and Shipholding Hold-

ing A/S, both companies with Camillo Eitzen &

Co ASA Group. The merger was approved on the

shareholders meeting in Dampskibsselskabet

Orion A/S and Shipholding Holding A/S, respec-

tively, on 21 December 2009 in accordance with

the merger plan on 20 November 2009.

Dampskibsselskabet Orion A/S has in connec-

tion with the merger taken over all assets and li-

abilities of Shipholding Holding A/S. Dampskibs-

selskabet Orion A/S has in the same connection

changed its name to Eitzen Bulk Shipping A/S.

Please refer to the section below in regard to

the accounting policies for common control

transactions.

The annual report for the period 1 January – 31

December 2009 comprises both the consoli-

dated fi nancial statements of Eitzen Bulk Ship-

ping A/S and its subsidiaries (the Group) and the

separate parent company fi nancial statements.

The annual report of Eitzen Bulk Shipping A/S

for 2009 has been prepared in accordance with

International Financial Reporting Standards as

adopted by the EU and additional Danish disclo-

sure requirements for annual reports of listed

companies, see the OMX Nordic Exchange Co-

penhagen A/S’ disclosure requirements for an-

nual reports of listed enterprises and the statu-

tory order on the adoption of IFRS by enterprises

subject to the Danish Financial Statements Act

issued pursuant to the Danish Financial State-

ments Act.

Basis of preparationThe annual report has been prepared on the

historical cost basis except all fi nancial assets

and liabilities held for trading and all fi nancial

assets that are classifi ed as available for sale.

These fi nancial assets and liabilities have been

measured at fair value. The carrying values of

recognised assets and liabilities that are hedged

items in fair value hedges and otherwise car-

ried at cost are adjusted to record changes in

the fair values attributable to the risks that are

being hedged.

The accounting policies set out below have been

used consistently in respect of the fi nancial year

and the comparative fi gures.

The annual report has been presented in USD

thousands (USD ´000), except when otherwise

indicated.

Accounting standards effective in 2009Eitzen Bulk Shipping has adopted all new or

amended and revised accounting standards and

interpretations (IFRSs´) endorsed by the EU ef-

fective for the accounting period beginning on 1

January 2009. Based on an analysis made by

Eitzen Bulk Shipping A/S, most of the IFRSs ef-

fective for 2009 have no material impact or are

not relevant to the Group. However, the follow-

ing revised standard has a material impact on

the presentation and disclosure of the consoli-

dated fi nancial statements:

• IAS 1 (Revised), `Presentation of Financial

Statements´. The revised standard separates

owner and non-owner changes in the equity.

The statement of changes in equity includes

only details of transactions with owners, with

non-owner changes in equity presented in a

reconciliation of each component of equity. In

addition, the standard introduces the state-

ment of comprehensive income: It presents

all items of recognised income and expense,

either in one single statement, or in two

link statements. The Group has elected to

present two statements. Since the change in

accounting policy only impacts presentation

aspects, there is no impact on net profi t, eq-

uity or earnings per share.

• IFRS 8 replaced IAS 14 Segment Reporting

upon its effective date. The Group previously

had one segment. After the merger the Group

operates in two global business segment

based on operator and shipholding activities

within the dry bulk cargo industry.

• Amended IFRS 7’ Financial Instruments: Dis-

closure’. This amendment concerns disclo-

sure about fi nancial instruments and requires

presentation of additional disclosures about

fi nancial instruments that are recognized at

fair value, including fair value hierarchy and

further disclosures about liquidity risks.

• ‘Improvements to International Financial

Reporting Standards 2008’, which has led to

change in terminology and presentation, but

does not affect recognition or measurement.

Common control transactionsCommon control transactions are accounted

for using the pooling of interest method. The re-

ceiving company of the net assets initially rec-

ognizes the assets and liabilities transferred at

their carrying amount. The result of operations

for the period in which the transfer occurs is

presented as though the transfer had occurred

at the beginning of the period. Financial state-

ments and fi nancial information for prior years

are restated to provide appropriate comparative

information.

The fi gures for 2008 in regard to the con-

solidated fi nancial statements of Eitzen Bulk

Shipping A/S are prepared on the basis of the

consolidation of the audited reports for the

companies that constituted the dry cargo activi-

ties within the Eitzen Group, i.e. Eitzen Bulk A/S,

Eitzen Bulk Shipholding A/S, Sibulk (Singapore)

Pte Ltd. as well as the audited report for Damp-

skibsselskabet Orion A/S.

Basis of consolidationThe consolidated fi nancial statements com-

prise the parent company Eitzen Bulk Shipping

A/S and subsidiaries in which Eitzen Bulk Ship-

ping A/S has control, i.e. the power to govern the

fi nancial and operating policies so as to obtain

benefi ts from its activities. Control is obtained

when the Company directly or indirectly holds

more than 50% of the voting rights in the sub-

sidiary or which it, in some other way, controls.

Enterprises over which the Group exercises sig-

nifi cant infl uence, but which it does not control,

are considered associates. Signifi cant infl uence

is generally obtained by direct or indirect owner-

ship or control of more than 20% of the voting

rights but less than 50%.

When assessing whether Eitzen Bulk Shipping

A/S exercises control or signifi cant infl uence,

potential voting rights which are exercisable at

the balance sheet date are taken into account.

The consolidated fi nancial statements have

been prepared as a consolidation of the par-

ent company’s and the individual subsidiaries’

fi nancial statements prepared according to the

Group accounting policies. On consolidation,

intra-group income and expenses, sharehold-

ings, intra-group balances and dividends, and

realised and unrealised gains on intra-group

transactions are eliminated. Unrealised gains

on transactions with associates are eliminated

in proportion to the Group’s ownership share of

the enterprise. Unrealised losses are eliminated

in the same way as unrealised gains to the ex-

tent that impairment has not taken place.

The accounting items of subsidiaries are in-

cluded in full in the consolidated fi nancial

Notes to the Financial Statements

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Notes to the Financial Statements | Annual Report 2009 | 37

statements. Non-controlling interests’ share

of the profi t/loss for the year and of the equity

of subsidiaries which are not wholly owned are

included in the Group’s profi t/loss and equity,

respectively, but are disclosed separately.

Foreign currency translationFor each of the reporting entities in the Group,

a functional currency is determined. The func-

tional currency is the currency used in the pri-

mary fi nancial environment in which the report-

ing entity operates. Transactions denominated

in other currencies than the functional currency

are foreign currency transactions.

On initial recognition, foreign currency transac-

tions are translated to the functional currency

at the exchange rates at the transaction date.

Foreign exchange differences arising between

the transaction date and at the date of payment

are recognised in the income statement as fi -

nancial income or fi nancial expenses.

Receivables and payables and other monetary

items denominated in foreign currencies are

translated to the functional currency at the

exchange rates at the balance sheet date. The

difference between the exchange rates at the

balance sheet date and at the date at which the

receivable or payable arose or was recognised

in the latest annual report is recognised in the

income statement as fi nancial income or fi nan-

cial expenses.

In the consolidated fi nancial statements, the

income statements of entities with another

functional currency than USD are translated

at the exchange rates at the transaction date

and the balance sheet items are translated at

the exchange rates at the balance sheet date.

An average exchange rate for each month is

used as the transaction date exchange rate to

the extent that this does not signifi cantly distort

the presentation of the underlying transactions.

Foreign exchange differences arising on trans-

lation of the opening balance of equity of such

foreign operations at the exchange rates at the

balance sheet date and on translation of the

income statements from the exchange rates at

the transaction date to the exchange rates at

the balance sheet date are recognised in other

comprehensive income and presented in equity

under a separate translation reserve.

Derivative fi nancial instruments and hedgingEitzen Bulk Shipping uses derivative fi nancial in-

struments such as forward currency contracts,

bunker hedge and FFA’s to hedge part of risks.

Such derivative fi nancial instruments are initially

recognised at fair value on the date on which a

derivate contract is entered into and are subse-

quently re-measured at fair value. Derivates are

carried as assets when the fair value is positive

and as liabilities when the fair value is negative.

Any gains or losses arising from changes in fair

value on derivates that do not qualify for hedge

accounting are taken directly to profi t or loss.

The fair value of forward currency contracts is

calculated by reference to current forward ex-

change rates for contracts with similar maturity

profi les. The fair value of bunker and the fair

value of FFA’s are determined by reference to

market values for similar instruments. For the

purpose of accounting, hedges are classifi ed as:

• fair value hedges when hedging the exposure

to change in fair value of a recognised asset

or liability or an unrecognised fi rm commit-

ment (except for foreign currency risk); or

• cash fl ow hedge when hedging exposure to

variability in cash fl ow that is either attribut-

able to a particular risk associated with a rec-

ognised asset or liability or a highly probable

forecast transaction or the foreign currency

risk in an unrecognised fi rm commitment.

At time of entering into a hedge relationship, Ei-

tzen Bulk Shipping designates and documents

the hedge relationship to which Eitzen Bulk

Shipping wishes to apply for hedge account-

ing and the risk management objectives and

strategy for undertaking the hedge. The docu-

mentation includes identifi cation of the hedging

instrument, the hedges item or transaction, the

nature of the risk being hedged and how the en-

tity will assess the hedging instrument’s effec-

tiveness in offsetting the exposure to changes

in the hedged item’s fair value or cash fl ows at-

tributable to the hedged risk, Such hedges are

expected to be highly effective in achieving off-

setting changes in fair value or cash fl ows and

are assessed on an ongoing basis to determine

that they actually have been highly effective

throughout the fi nancial reporting periods for

which they were designated.

The criteria for classifying a derivate as a hedg-

ing instrument are as follows:

• the hedge is expected to be effective in

achieving offsetting changes in fair value or

cash fl ows attributable to the hedged item

— a hedging effi ciency within the range of

80—125 per cent over the life of the hedging

relationship is expected,

• the effectiveness of the hedge can be reliably

measured,

• there is adequate documentation when the

hedge is entered into that the hedge is ex-

pected to be effective,

• for cash fl ow hedges of forecast transaction,

the transaction must be highly probable, and

• the hedge is evaluated regularly and has

proven to be effective.

Hedges which meet the criterias for hedge ac-

counting are accounted for as follows:

Fair value hedges

Derivatives designated as hedging instruments

are measured at fair value and changes in fair

value are recognised in the income statement.

Correspondingly, a change in the fair value of

the hedged item attributable to the hedged

risk is recognised in the income statement. The

fair value hedge accounting is discontinued if

the hedging instrument expires or is sold, ter-

minated or exercised, or the hedge no longer

meets the criteria far hedge accounting stated

above.

Cash fl ow hedges

Changes in the fair value of a hedging instru-

ment that meet the criteria for cash fl ow hedge

accounting are recognised in comprehensive

income. The ineffective part of the hedging in-

strument is recognised directly in the income

statement. Gains and losses that are recog-

nised in comprehensive income are taken to the

income statement in the same period or periods

as the cash fl ow which comprises the hedged

item is recognised in the income statement. The

principle also applies if the hedged forecasted

transaction results in an asset or liability being

recognised in the balance sheet. If the cash fl ow

hedge no longer meets the criteria for hedge ac-

counting, hedge accounting is discontinued. The

cumulative gain or loss of the hedging instru-

ment recognised in comprehensive income re-

mains separately recognised in comprehensive

income until the forecast transaction occurs. If

the cash fl ow hedged transaction is no longer

expected to occur, any previously accumulated

gain or loss of the hedging instrument that has

been recognised in comprehensive income will

be carried to profi t or loss. Derivates not ac-

counted for as hedging instruments are clas-

sifi ed as fi nancial assets at fair value through

profi t or loss and measured at fair value.

Notes to the Financial Statements

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38 | Annual Report 2009 | Notes to the Financial Statements

Changes in the fair value of such derivates are

recognised in the income statement.

Determination of fair value

The fair value of fi nancial assets and liabilities is

measured on the basis of quoted market prices

of fi nancial instruments traded in an active mar-

ket. If an active market exists, fair value is based

on the most recent observed market price at the

end of the reporting period.

If an active market does not exist, the fair value

is measured according to generally accepted

valuation techniques. Market-based parameters

are used to measure fair value.

For bunker contracts the price is based on ob-

servable stock market in Rotterdam and Singa-

pore. The value of FFAs is assessed on basis of

daily recorded prices from the Baltic Exchange.

Segment informationOperating segments are reported in a manner

consistent with the internal reporting provided

to Executive Management and the Board of

Directors of Eitzen Bulk Shipping. For manage-

ment reporting purposes, the Group operates in

two global business segment based on opera-

tor and shipholding activities within the dry bulk

cargo industry.

Segment revenue and costs and segment as-

sets and liabilities comprise items which are

directly attributable to the individual segment

and the items which can be allocated to the indi-

vidual segment on a reliable basis. Unallocated

items primarily comprise assets and liabilities

and income and costs related to the Group’s

administrative functions, investment activities,

income taxes, etc. Non-current segment assets

comprise non-current assets used directly in

the operating activities of the segment, includ-

ing intangible assets, property, plant and equip-

ment, and investments in associates. Current

segment assets comprise current assets used

directly in the operating activities of the seg-

ment, including inventories, trade receivables,

other receivables, prepayments and cash at

bank and in hand. Segment liabilities comprise

liabilities resulting from the operating activities

of the segment, including trade payables and

other payables.

Minority interests Minority interests represent the portion of profi t

or loss and net assets not held by Eitzen Bulk

Shipping A/S and are presented separately in

the income statement and within equity in the

consolidated balance sheet, separately from the

parent shareholders’ equity. Initially the minor-

ity interest is recognised based on their share

of the fair value of the assets and liabilities ac-

quired.

INCOME STATEMENT

Revenue and expenses All voyage revenues and voyage expenses are

recognised on a percentage of completion basis.

Eitzen Bulk Shipping A/S uses a discharge-to-

discharge basis in determining percentage of

completion for all spot voyages and voyages

servicing contract of affreightment (CoA). With

this method, voyage revenue is recognised

evenly over the period from the departure of a

vessel from its original discharge part to depar-

ture from the next discharge port. Vessels with-

out signed contracts in place at discharge have

no revenue before a new contract is signed. Voy-

age related expenses incurred for vessels in the

idle time are expensed. Demurrage is included

if a claim is considered probable. Losses arising

from time or voyage charter are provided for in

full when they become probable.

Profi t from the sale of vessels etc.Profi ts from the sale of vessels are stated as the

difference between the sales price of the vessel

less selling costs and the carrying amount of

the vessel at the time of delivery.

Profi t from investments in associatesThe proportionate share of the result after tax

of associates is recognized in the consolidated

income statement after elimination of the pro-

portionate share of intra-group profi ts/losses.

Financial income and expensesFinancial income and expenses comprise inter-

est income and expense, gains and losses on

payables and transactions denominated in for-

eign currencies, amortisation of fi nancial assets

and liabilities. Furthermore, realised and unreal-

ised gains and losses on derivative fi nancial in-

struments which are not designated as hedging

instruments are included.

Taxes Eitzen Bulk Shipping A/S is jointly taxed with all

Danish subsidiaries. The current Danish corpo-

ration tax is allocated between the jointly taxed

companies in proportion to their taxable income.

In relation to the shipping activities Eitzen Bulk

Shipping A/S participates in the Danish Tonnage

Tax Scheme. Companies that use tax losses in

other companies pay the joint tax contribution

to the parent company at an amount corre-

sponding to the tax value of the tax losses used.

Companies whose tax losses are used by other

companies receive joint tax contributions from

the parent company corresponding to the tax

value of the losses used (full absorption). The

jointly taxed companies are taxed under the tax

prepayment scheme.

Tax for the year comprises current tax and

changes in deferred tax for the year. The tax ex-

pense relating to the profi t/loss for the year is

recognised in the income statement. Tax attrib-

utable to entries directly under comprehensive

income is recognised directly in other compre-

hensive income.

BALANCE SHEET

Tangible assetsTangible assets are measured at cost less accu-

mulated depreciation and impairment losses.

Cost comprises the purchase price and any

costs directly attributable to the acquisition un-

til the date when the asset is available for use.

Instalments and costs incurred during the con-

struction period on new building contracts are

capitalised as they are paid. Borrowing costs

(interest) that are attributable to the construc-

tion of the vessels are capitalised and included

as part of the cost. The capitalised value is re-

classifi ed from newbuildings to vessels upon

delivery from the yard.

Where individual components of an item of tan-

gible assets have different useful lives, they are

depreciated separately. Depreciation is provided

on a straight-line basis over the expected useful

lives of the assets/components. The expected

useful lives are as follows:

• Vessels, 20 - 25 years

• Fixtures, fi ttings and equipment; 3 - 10 years

Depreciation is calculated on the basis of the re-

sidual value and impairment losses, if any. The

useful life and residual value is determined at

the acquisition date and reassessed annually. If

the residual value exceeds the carrying amount,

depreciation is discontinued. The residual value

of the vessels is estimated as the lightweight

tonnage of each vessel multiplied by scrap

value per ton.

Notes to the Financial Statements

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Notes to the Financial Statements | Annual Report 2009 | 39

When changing the depreciation period or the

residual value, the effect on the depreciation

is recognised prospectively as a change in ac-

counting estimates.

The carrying values of vessels and newbuildings

are reviewed for impairments when events or

changes in circumstances indicate that the car-

rying value may not be recoverable. Valuations

are performed frequently to ensure that the

fair value of the asset does not differ materially

from its carrying amount.

Investments in associatesInvestments in associates are recognised in the

consolidated fi nancial statements according

to the equity method. Investments in associ-

ates are measured at the proportionate share

of the enterprises’ net asset values calculated

in accordance with the Group’s accounting poli-

cies minus or plus the proportionate share of

unrealised intra-group profi ts and losses and

plus additional value on acquisition, including

goodwill. Investments in associates are tested

for impairment when impairment indicators are

identifi ed.

Investments in associates with negative net as-

set values are measured at USD 0 (nil). If the

Group has a legal or constructive obligation to

cover a defi cit in the associate, the remaining

amount is recognised under provisions.

Amounts owed by associates are measured at

amortised cost. Write-down is made for bad

debt losses.

Other investmentsShares and bonds not included in the Group’s

trading portfolio (available-for-sale) are recog-

nised under non-current assets at cost at the

trade date and are measured at fair value cor-

responding to the market price of quoted secu-

rities and for unquoted securities an estimated

fair value computed on the basis of current

market data and generally accepted valuation

methods. Unrealised value adjustments are

recognised directly in comprehensive income

except for impairment losses as well as foreign

exchange adjustments of bonds denominated in

foreign currencies, which are recognised in the

income statement as fi nancial income or fi nan-

cial expenses. On realisation, the accumulated

value adjustment recognised in in comprehen-

sive income is transferred to fi nancial income or

fi nancial expenses in the income statement.

Impairment of non-current assetsDeferred tax assets are subject to annual im-

pairment tests and are recognised only to the

extent that it is probable that the assets will be

utilised.

Impairment of vessels and new building con-

tracts are described separately cf. note 2. The

carrying amount of other non-current assets

is tested annually for indicators of impairment.

When there is an indication that assets may be

impaired, the recoverable amount of the asset

is determined. The recoverable amount is the

higher of an asset’s fair value less expected

costs to sell and its value in use. Value in use

is the present value of the future cash fl ows ex-

pected to be derived from an asset or the cash-

generating unit to which the asset belongs.

An impairment loss is recognised if the carrying

amount of an asset or a cash-generating unit,

respectively, exceeds the recoverable amount

of the asset or the cash-generating unit. Im-

pairment losses are recognised in the income

statement in a separate line item.Impairment is

reversed only to the extent of changes in the as-

sumptions and estimates underlying the impair-

ment calculation. Impairment is only reversed

to the extent that the asset’s increased carrying

amount does not exceed the carrying amount

that would have been determined (net of amor-

tisation or depreciation) had no impairment loss

been recognised for the asset in prior years.

Receivables

Receivables are measured at amortised cost.

Write-down is made for bad debt losses when

there is objective evidence that a receivable or

a portfolio of receivables has been impaired. If

there is objective evidence that an individual re-

ceivable has been impaired, write-down is made

on an individual basis.

Inventories Inventories are valued at the lower of cost and

net realisable value. Cost is determined an a

fi rst-in, fi rst-out (FIFO) basis, Net realisable

value is the estimated selling price in the ordi-

nary course of business, less applicable variable

selling expense. Costs of bunkers include the

transfer from equity to profi t and loss on quali-

fying cash fl ow hedges.

Cash and cash equivalents Cash and cash equivalents in the balance sheet

comprise cash at bank and in hand and short-

term deposits with an original maturity of three

months or less.

Statement of changes in equityDividends

Dividends are recognised as a liability at the

date when they are adopted at the annual gen-

eral meeting (declaration date). The proposed

dividend payment for the year is disclosed as

a separate item under equity. Interim dividends

are recognised as a liability at the date when the

decision to pay interim dividends is made.

Treasury share

The acquisition and sale of treasury shares and

dividends thereon are taken directly to retained

earnings under equity.

Translation reserve

The translation reserve comprises foreign ex-

change differences arising on translation of

fi nancial statements of entities that have a

functional currency different from USD. On full

or partial realisation of the net investment, the

foreign exchange adjustments are recognised in

the income statement.

Hedging reserve

The hedging reserve comprises the cumulative

net change in the fair value of hedging transac-

tions that qualify for recognition as a cash fl ow

hedge and where the hedged transaction has

not been realised.

Treasury shares received from Parent

Treasury shares received from Parent without

any kind of service etc. is rendered, are recog-

nised directly on equity.

ProvisionsProvisions are recognised when Eitzen Bulk

Shipping A/S has a present obligation (legal or

constructive) as a result of a past event, it is

probable that the obligation has to be settled

and that a reliable estimate of the obligation

can be made.

Financial liabilitiesOther liabilities, including trade payables, paya-

bles to related parties as well as other paya-

bles, are measured at amortised cost, which

corresponds to the net realizable value in all

essentials.

Notes to the Financial Statements

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40 | Annual Report 2009 | Notes to the Financial Statements

LeasesAll signifi cant leases are classifi ed as opera-

tional lease. The payments (time-charter hire

or bare boat hire) are recognised as an expense

and charged to profi t or loss on a straight line

basis over the term for the lease.

Deferred taxAll signifi cant Danish entities within the Group

entered into the Danish tonnage taxation

scheme for a binding 10 year period with effect

from 1 January 2007. Under the Danish tonnage

taxation scheme, taxable income is not calcu-

lated on the basis of income and expenses as

under the normal corporate taxation. Instead,

taxable income is calculated with reference to

the tonnage used during the year. The taxable

income for a company for a given period is cal-

culated as the sum of the taxable income from

the activities under the tonnage taxation scheme

and the taxable income from the activities that

are not covered by the tonnage taxation scheme

made up in accordance with the ordinary Danish

corporate tax system.

If the participation in the Danish tonnage taxa-

tion scheme is abandoned, or if the entities level

of investment and activity is signifi cant reduced,

a deferred tax liability will become payable. The

deferred tax liability related to vessels is meas-

ured on the basis of the difference between the

tax value of the vessels at the date of entry into

the tonnage taxation scheme and the lower of

the cost and the realized or realizable sales

value of the vessels.

In regarding to the taxable income made up in

accordance the ordinary corporate tax system

a deferred tax is recognized in each period end

and is accounted for using the balance sheet

liability method, Deferred tax assets, including

the tax value of tax loss carryforwards, are rec-

ognised under other non-current assets at the

expected value of their utilisation; either as a

set-off against tax on future income or as a set-

off against deferred tax liabilities in the same

legal tax entity and jurisdiction.

Deferred tax assets and liabilities are offset if

the Company has a legally enforceable right to

set off current tax liabilities and tax assets or

intends either to settle current tax liabilities and

tax assets on a net basis or to realise the assets

and settle the liabilities simultaneously.

Share based paymentThe Executive management and employees

participate in a share-based payment program,

where the employees are granted share op-

tions. The program does not provide the choice

of cash settlement instead of shares. The fair

value of the shares and options are measured at

the grant date and is recognised in the income

statement as under administration expenses

over the vesting period. The counter item is rec-

ognised in equity. The fair value is based on the

Black-Schools model.

Cash fl ow statementThe cash fl ow statement shows the cash fl ows

from operating, investing and fi nancing activities

for the year, the year’s changes in cash and cash

equivalents as well as cash and cash equiva-

lents at the beginning and end of the year.

Cash fl ows from operating activities are calcu-

lated according to the indirect method as the

profi t/loss before tax adjusted for non-cash

operating items, changes in working capital,

interest, payments, dividends and income taxes

paid.

Cash fl ows from investing activities comprise

payments in connection with acquisitions and

disposals of businesses and of intangible as-

sets, property, plant and equipment and other

non-current assets as well as acquisition and

disposal of securities not classifi ed as cash and

cash equivalents.

Cash fl ows from fi nancing activities comprise

changes in the share capital and related costs

as well as the raising of loans, repayment of

interest-bearing debt, acquisition and disposal

of treasury shares and payment of dividends to

shareholders.

Cash and cash equivalents comprise cash and

short-term marketable securities with a term

of three months or less at the acquisition date

which are subject to an insignifi cant risk of

changes in value.

Cash fl ows in other currencies than the func-

tional currency are translated using average ex-

change rates unless these deviate signifi cantly

from the rate at the transaction date.

Notes to the Financial Statements

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Notes to the Financial Statements | Annual Report 2009 | 41

Note 2 Signifi cant accounting judgment, estimates and assumptions

The preparation of the Group’s consolidated

fi nancial statements requires management to

make judgments, estimates and assumptions

that affect the reported amounts of revenues,

expenses, assets and liabilities and the disclo-

sure of contingent liabilities, at the end of the

reporting period. However, uncertainty about

these assumptions and estimates could result

in outcomes that require a material adjust-

ments to the carrying amounts of asset and li-

ability affected in future periods.

JudgmentsIn the process of applying Eitzen Bulk Shipping

A/S’s accounting policies, management has

made the following judgments which have the

most signifi cant effect on the amounts recog-

nised in the fi nancial statements.

Hedge accounting

In connection with forward freight agreements

(FFA’s), purchase of bunkers and currencies Ei-

tzen Bulk Shipping A/S uses hedge accounting.

Several qualifi cations have to be met before a

hedge is qualifi ed as hedge accounting. One of

the qualifi cations is that the hedge is expected

to be highly effective. If a hedge is subsequently

measured as ineffective, and therefore deviates

from the original judgment, the result must

be carried to profi t and loss immediately. This

could result in a dislocation of the result from

one accounting year to another.

Operational versus fi nancial lease of vessels

Based on the contents of the lease agreements

it is determined if the lease is considered as an

operational or a fi nancial lease agreement. In

this determination, assumptions are made, that

is same were judged differently, it could have

an effect on the income statement and the bal-

ance sheet. The most signifi cant judgment is

the forecasted future market value of the ves-

sel at the dates where the purchase options can

be utilized.

Estimates and assumptionsThe key assumptions concerning the future and

other key sources of estimation uncertainty at

the reporting date, that have a signifi cant risk

of causing a material judgment to the carrying

amount of assets and liabilities within the next

fi nancial year are discussed below.

Impairment new building contracts

Eitzen Bulk Shipping A/S assesses at each re-

porting date whether there is indications of

impairment. If any indication exists or when an-

nual impairment testing for an asset is required,

Eitzen Bulk Shipping A/S estimates the assets

recoverable amount.

The recoverable amount is measured using the

highest of the fair value less cost to sell or value

in use approach, and impairment is charged if

the highest of the fair value less cost to sell or

value in use is less than the carrying amount of

the assets. The fair value less cost to sell is es-

timated based on two independent broker valu-

ations and historical sale price in the present

market conditions. The broker valuations and

sale prices will give a range for what is expected

to be the fair value of the assets. The exact

value used to measure the impairment charges

is encumbered with uncertainty and is based on

what the Company believes is the best estimate

of the fair value. The value in use is calculated

as the present value of the total expected cash

fl ows during the rest of the vessels economic

lives including entered COAs, time charters and

by using estimated rates on the basis of histori-

cal data for uncovered capacity.

Onerous contract

At each balance sheet date Eitzen Bulk Shipping

A/S assesses if there are contracts in which the

unavoidable costs of meeting the obligations

under the contract exceed the economic ben-

efi ts expected to be received. These are defi ned

as onerous contracts. Eitzen Bulk Shipping A/S

assesses the contracts as a total value within

the separate segments. If the contracts within

the separate segments are onerous, the present

obligation under the contract will be measured

and recognised as a provision.

Notes to the Financial Statements

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42 | Annual Report 2009 | Notes to the Financial Statements

Notes to the Financial Statements

Note 3 – Business segment reporting

Year ended 31 December 2009 Business segments Adjustments

and

(USD ‘000) Operator Shipholding eliminations Total Group

Condensed income statement Freight income 376,029 0 0 376,029

Inter-segment revenue 0 20,206 -20,206 0

Voyage related expenses -104,966 -145 0 -105,111

Charter hire -233,658 -12,086 20,206 -225,538

Sale of goods and other income 110 4 0 114

Gross profi t (net earnings from shipping activities) 37,515 7,979 0 45,495

Profi t before depreciation etc. (EBITDA) 14,886 6,015 -160 20,741

Profi t/loss on sale of vessel etc. 0 0 0 0

Depreciation -441 -4 0 -445

Operating profi t (EBIT) 14,445 6,011 -160 20,296

Condensed balance sheet Total non-current assets 26,419 6,707 -13,264 19,862

Total assets 96,809 15,225 -9,284 102,750

Total liabilities 69,350 8,770 -1,143 76,977

Year ended 31 December 2008 Business segments Adjustments

and

(USD ‘000) Operator Shipholding eliminations Total Group

Condensed income statement Freight income 841,333 0 -3,026 838,307

Inter-segment revenue 0 21,413 -21,413 0

Voyage related expenses -116,736 -54 0 -116,790

Charter hire -678,699 -6,553 22,685 -662,567

Sale of goods and other income 142 35 -35 142

Gross profi t (net earnings from shipping activities) 46,040 14,841 -1,789 59,092

Profi t before depreciation etc. (EBITDA) 21,826 13,861 -2,022 33,665

Profi t/loss on sale of vessels etc. 0 49,542 0 49,542

Depreciation -751 -17 0 -768

Operating profi t (EBIT) 21,075 63,386 -2,022 82,439

Condensed balance sheet Total non-current assets 85,488 6,698 7,735 99,921

Total assets 228,743 20,363 -9,917 239,189

Total liabilities 176,154 7,018 -1,776 181,396

Adjustments and eliminations in the condensed income statement are mainly due to elimination of inter-segment revenues and cost. The condensed

income statement is reconciled to profi t before fi nancial items and tax. These items are managed on group basis. The Group provides information on op-

erating assets and liabilities. The remaining operations, which amongst other are refl ected in adjustment and eliminations, do not constitute an individual

operating segment.

Transfer prices between the business segments are set on arm´s length basis in a manner similar to transactions with third parties. Segment revenue,

segment expenses and segment results include transfers between business segments. Those transfers are eliminated in the consolidation.

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Notes to the Financial Statements | Annual Report 2009 | 43

Notes to the Financial Statements

(USD ‘000) 2009 2008

Note 4 – Fees to auditor appointed at the annual general meeting Audit 271 94

Other assurance service 0 0

Tax consultancy 0 0

Other services 245 107

Total 516 201

Note 5 – Staff costsFixed salaries 6,636 7,854

Pensions - defi ned contribution plan 261 433

Other expenses for social security etc. 1,045 880

Cash bonus (profi t split) 1,281 20,127

Share-based payments 8,239 0

17,462 29,294

Staff costs included in administration expenses 17,462 16,990

Staff costs included in gain on sale of vessels 0 12,304

17,462 29,294

Average number of employes 52 58

2009 2008

Board of Executive Board of Executive

(USDm) Directors Management * Directors Management

Remuneration for the Management Fixed salaries 0 323 0 299

Other expenses for social security etc. 0 1 0 1

Cash bonus (profi t split) 0 172 0 2,745

Share-based payment 0 1,167 0 0

Total remuneration for the Board of directors and executive management 0 1,663 0 3,045

*Bjarne Skov Faber was appointed CFO and member of the executive management as from 6 November 2009.

The executive management and a number of the executives are covered by a bonus scheme. The bonus scheme is based upon 5% of the profi t before tax

in the operator segment. For a description of the share-based payment please refer to note 35.

The members of the executive management are subject to a notice of up to 18 months and can resign from management with a notice up to 9 month.

No severance payment applies.

(USD ‘000) 2009 2008

Note 6 – DepreciationDepreciation vessels 0 231

Depreciation fi xtures, fi ttings and equipment 445 537

Total 445 768

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44 | Annual Report 2009 | Notes to the Financial Statements

Notes to the Financial Statements

(USD ‘000) 2009 2008

Note 7 – Financial income

Bank interest receivable 149 1,066

Other interest income 1,182 3,330

Total 1,331 4,396

Note 8 – Financial expenses

Interest on debt and borrowings 1 0

Interests on leasing debt 23 37

Other interest expenses 188 791

Total 211 828

Note 9 – Other fi nancial itemsForeign exchange gain 3,775 1,927

Derivate fi nancial instruments, not designated as hedge 456 318

Other fi nancial income 0 32

Other fi nancial income 4,231 2,277Foreign exchange loss -2,208 -1,855

Derivate fi nancial instruments, not designated as hedge -318 0

Other fi nancial expenses -131 -527

Other fi nancial expenses -2,657 -2,382Total 1,574 -105

Note 10 – TaxCurrent tax on profi t for the year -156 1,551

Deferred tax on profi t for the year 3,014 -7,943

Tax on profi t for the year 2,858 -6,392Adjustments related to previous years - current tax 0 0

Adjustments related to previous years - deferred tax 800 0

Tax in the income statement 3,658 -6,392

Computation of effective tax rate:

Statutory corporate income tax rate in Denmark 25.0 25.0

Effects from Tonnage Tax Scheme -4.4 -33.1

Effects of adjustments related to prior years -3.5 0.0

Deviation in foreign subsidiaries' tax rates compared to the Danish tax rate (net) -5.9 0.4

Effects of share purchase program 4.7 0.0

Non-tax income less non-tax deductible expenses (net) 0.2 0.3

Effective tax rate 16.1 -7.4

Tax on fair value adjustments on fi nancial instruments 836 -819

Tax relating to other comprehensive income 836 -819

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Notes to the Financial Statements | Annual Report 2009 | 45

Notes to the Financial Statements

(USD ‘000) 2009 2008

Note 11 – Earnings per shareNet profi t for the year 19,037 92,769

Profi t attributable to the minority -147 -156

Profi t attributable to the equity holders of the parent 18,890 92,613

Average number of shares outstanding 24,638,502 24,638,502

Average number of treasury shares -47,252 0

Average number of shares 24,591,250 24,638,502

Dilutive effect of share options 61,838 0

Weighted average number of ordinary shares adjusted for the effect of dilution 24,653,088 24,638,502

Basic earnings per share USD 0.77 3.76

Diluted earnings per share USD 0.77 3.76

Note 12 – Owned vessels

Cost: Cost at 1 January 0 0

Additions through merger with Shipholding Holding A/S 0 0

Exchange adjustment 0 0

Additions for the year 0 40,733

Disposals for the year 0 -40,733

Cost at 31 December 0 0

Depreciation and impairment at 1 January 0 0

Additions merger with Shipholding Holding A/S 0 0

Exchange adjustment 0 0

Depreciation for the year 0 -231

Impariment for the year 0 0

Reversed depreciation and impairment for the year 0 231

Depreciation and impairment at 31 December 0 0

Carrying amount at 31 December 0 0

Note 13 – New building contracts

Cost: Cost at 1 January 6,695 0

Additions through merger with Shipholding Holding A/S 0 3,105

Exchange adjustment 0 0

Additions for the year 0 3,590

Disposals for the year 0 0

Transferred during the year to vessels 0 0

Cost at 31 December 6,695 6,695

Impairment at 1 January 0 0

Exchange adjustment 0 0

Impariment for the year 0 0

Transferred during the year to vessels 0 0

Impairment at 31 December 0 0

Carrying amount at 31 December 6,695 6,695

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46 | Annual Report 2009 | Notes to the Financial Statements

Notes to the Financial Statements

(USD ‘000) 2009 2008

Note 14 – Fixtures, fi ttings and equipmentCost:

Cost at 1 January 5,924 0

Additions through merger with Shipholding Holding A/S 0 6,065

Exchange adjustment 0 0

Additions for the year 397 37

Disposals for the year -178

Cost at 31 December 6,321 5,924

Depreciation and impairment at 1 January -4,868 0

Additions merger with Shipholding Holding A/S 0 -4,466

Exchange adjustment 0 0

Depreciation for the year -445 -537

Impairment for the year 0 0

Reversed depreciation and impairment for the year 0 135

Depreciation and impairment at 31 December -5,313 -4,868

Carrying amount at 31 December 1,008 1,056

Note 15 – Investments in associatesCost:

Cost at 1 January 2,572 0

Additions through merger with Shipholding Holding A/S at 1 January 2009 0 2,800

Exchange adjustment 646 -228

Additions for the year 0 0

Disposals for the year 0 0

Cost at 31 December 3,218 2,572

Value adjustment at 1 January 475 0

Exchange adjustment 0 0

Share of the result for the year -295 475

Reversed value adjustments on disposals for the year 0 0

Dividends paid -504 0

Value adjustment at 31 December -324 475

Carrying amount at 31 December 2,894 3,047

The carrying amount can be specifi ed as follows:

Pérola S.A., interest 20,41% 2,894 3,047

Key fi gures for investment in associates:

Assets 15,028 13,602

Liabilities -3,340 -3,415

Net assets 11,688 10,187

Revenues 5,762 1,679

Profi t/loss 1,447 2,327

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Notes to the Financial Statements | Annual Report 2009 | 47

Notes to the Financial Statements

(USD ‘000) 2009 2008

Note 16 – Other fi nancial assets, non-currentLoan to Camillo Eitzen & Co. ASA 0 47,294

Other 210 198

Total 210 47,492

The loan to Camillo Eitzen & Co ASA has been distributed as a non-cash distribution to the owners in connection with

the restructuring process of the ultimate parent and the establishment of Eitzen Bulk Shipping Group. Further to the

distribution of the loan above including accumulated interest for 2009 approximately 9.1 MUSD has been distributed

to the ultimate parent in 2009.

Note 17 – InventoriesBunker (at cost) 8,332 3,482

Total inventories at lower of cost and net realisable value 8,332 3,482

Bunker expenses recognised in profi t and loss 76,720 77,577

Part of the bunker consumption has been hedged in accordance with the Groups risk management policy.

This is described in note 27.

Note 18 – Trade and other receivables (current)Customers (trade receivables) 8,669 6,599

Accrued income (trade receivables) 10,315 2,541

Other receivables 10,843 5,612

Total 29,827 14,751

Trade receivables are non-interest bearing and are generally of 5 - 30 day terms.

Trade receivables neither impaired nor past due on the reporting date 0 0

Trade receivables not impaired on the reporting date and past due in the

following periods:

- less than 30 days 5,396 4,118

- between 30 and 60 days 3,273 2,481

Carrying amount of trade receivables 8,669 6,599

Trade receivables at initial value impaired and fully provided for 1,073 443

Note 19 – PrepaymentsCharter hire 7,396 4,222

Insurance 2,737 2,704

Others 240 155

Total 10,374 7,081

Note 20 – Cash and cash equivalentsCash at bank and in hand 20,254 60,295

Bank deposits 4,552 5,757

Total 24,806 66,052

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48 | Annual Report 2009 | Notes to the Financial Statements

Notes to the Financial Statements

Note 21 – Share capital

Number

of shares DKK'000 USD'000

2004 and before 2,500,000 25,000 4,196

2005 2,500,000 25,000 4,196

2006 2,500,000 25,000 4,196

2007 2,500,000 25,000 4,196

At 1 January 2008 2,500,000 25,000 4,196Increase of share capital through merger with Shipholding Holding A/S 22,138,502 221,385 42,745

At 1 January 2009 24,638,502 246,385 46,941At 31 December 2009 24,638,502 246,385 46,941

No shares confer any special rights upon its holder. No restrictions have been imposed on the negotiability of the shares or on voting rights. All issued

shares are fully paid. Distribution of dividends to shareholders of Eitzen Bulk Shipping A/S has no taxable consequences for Eitzen Bulk Shipping A/S. No

dividend is proposed distributed at the general meeting at 21 April 2010.

The general meeting at 21 December 2009 has adopted a resolution concerning reduction of the share capital by the nominal amount of 221,746,518 DKK

to be allocated to a separate fund, which may only be applied pursuant to a resolution by the general meeting. The capital reduction has been applied

after the expiry of the three month notice period.

(USD ‘000) 2009 2008

Note 22 – Treasury shares

Number of treasury shares Holding at the beginning of the year 0 0

Treasury shares received from Parent 2,463,850 0

Sale during the year 0 0

Number of treasury shares at the end of the year 2,463,850 0

Treasury shares as a % of share capital at the end of the year 10.0 0

The treasury shares are related to the adoption of a share option program for the management and employees in the Group.

The treasury shares are regarded as hedges for the share option program.

Note 23 – Provisions

Provisions - onerous contracts, non-current 0 7,422

Provisions - onerous contracts, current 8,422 26,510

Total 8,422 33,932

Provisions at 1 January 33,932 1,000

Applied for the year -25,510 0

Provisions for the year 0 32,932

Provisions at 31 December 8,422 33,932

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Notes to the Financial Statements | Annual Report 2009 | 49

Notes to the Financial Statements

(USD ‘000) 2009 2008

Note 24 – Deferred taxAt 1 January 7,790 56

Additions through merger with Shipholding Holding A/S at 1 January 2009 0 -939

Deferred tax on profi t for the year -3,014 7,943

Adjustments related to previous years -800 0

Deferred tax on items recognised on other comprehensive income -836 819

Exchange rate adjustments -170 -89

Total deferred tax assets/-liabilities, net at 31 December 2,970 7,790

Deferred tax gross:

Deferred tax assets 2,970 7,790

Deferred tax liabilities 0 0

Total deferred tax assets/-liabilities, net at 31 December 2,970 7,790

Deferred tax are allocable to the various items in the balance sheet:

Tangible assets -1,649 -1,664

Provisions for doubtful trade and other receivable etc. 1,064 1,673

Provisions 250 250

Financial instruments -2,396 -19,502

Other liabilities 1,191 7,986

Tax-loss carried forward 3,510 19,047

Share-based payment programme 1,000 0

Deferred tax, net 2,970 7,790

Note 25 – Interest bearing loans and borrowingsLeasing debt, non-current 25 236

Leasing debt, current 248 248

Other interest-bearing loans and borrowings 0 430

Total 273 914

Note 26 – Financial liabilities, non-currentPayables to Group Entreprises 0 10,388

Total 0 10,388

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50 | Annual Report 2009 | Notes to the Financial Statements

Notes to the Financial Statements

Note 27 – Financial risk management, o bjectives and polices

Risk management overviewGenerally the market conditions for shipping ac-

tivities are volatile and, as a consequence, the

company’s results may vary from year to year

and even from quarter to quarter. In addition,

the company is exposed to a number of differ-

ent fi nancial market risks arising from the com-

pany’s normal business activities.

MARKET RISKS

Freight ratesThe business model for an operator is to build a

portfolio of vessels on the one hand and a port-

folio of cargoes on the other. Depending on the

market expectations the company can decide on

being long on cargoes (typically when expecting

a decreasing market) or long on vessels (typi-

cally when expecting an increasing market).

Unexpected fl uctuation in freight rates is the

key factor affecting cash fl ow and the value of

committed assets. The level of risk depends

fi rstly on the level of such unexpected fl uctua-

tions and secondly on the size of the imbalance

between the commitment on cargoes and com-

mitment on vessels taken by the company.

Eitzen Bulk Shipping A/S’s business model is to

maintain a relatively balanced book building and

to constantly keep a strict control of the level of

exposure by utilising state of the art back offi ce

exposure systems, which allows the company

to timely adjust its book building.

Cargo coverage at end of 2009 was 86% on

the known ship days. A drop in freight rates of

40% at the end of 2009, would reduce expected

earnings before tax in 2010 by -4 MUSD, all

other things being equal.

Fuel PricesContracts of Affreightment (cargo contract

containing multiple cargoes) are based on fi xed

freight rates, which exposes the company to

fl uctuations on fuel prices.

The Company seeks to reduce the exposure

to fl uctuating bunker fuel prices through com-

pensation clauses in contracts with clients. On

contracts (CoA’s) where this is not possible the

Company use commodity based derivative to

reduce bunker exposure.

Counterparty riskThe company’s main credit risks are related

to its counterparty risk. The risk profi le is de-

termined by the counterparty’s solvency and

the type legal contract upon which the deal is

based.

Single cargoes

It is industry standard that freight payment is

made within very few days of departing from

the loading port. It is also an industry standard

that the vessel owner has a lien in the cargo,

should the freight payment not have been paid

prior to the arrival at the discharge port. The

counterparty risk on these types of deals is

therefore limited.

Contract of Affreightment (multiple cargoes)

It is important for Eitzen Bulk Shipping to care-

fully evaluate counterparty risk on CoA con-

tracts, as the company is highly dependent on

the counterparty’s solvency and its ability and

willingness to fulfi ll their obligations.

Approval of CoA counterparties is done on sen-

ior management level only, and involves the fol-

lowing elements:

• Positive credit rating report from a London

based maritime credit rating bureau

• Positive industry references

• Satisfactory performance on existing com-

mitments, if any, between Eitzen Bulk Ship-

ping and the counterpart

• Positive reference from the fuel purchase

market

Approval of counterparties may vary from one

cargo to multiple year contracts.

Timecharter out

Eitzen Bulk Shipping does only on a limited ba-

sis use ‘timecharter out’, however occasionally

Eitzen Bulk Shipping vessels are on shorter or

longer time charter to other ship operators. The

approval process is very similar to that outlined

above, with extra emphasis on positive industry

references.

Timecharter in

Although it is Eitzen Bulk Shipping paying hire to

the owners of the vessel, there is a risk that the

owners may default and the contract terminate

early. The loss of such charter may represent a

signifi cant risk, wherefore Eitzen Bulk Shipping

evaluates these types of contracts in line with

those of the CoAs and timecharter out.

Derivative fi nancial instruments are only en-

tered with highly rated fi nancial institutions,

which imply that the credit exposures for these

transactions are expected to be at an accept-

able level.

FINANCIAL RISKS

Forward Freight Agreements (FFA)Several contract types are being offered in the

derivatives market, Eitzen Bulk Shipping how-

ever only utilizes SWAPs.

FFAs are utilised both as an instrument for

hedge and speculation, for cargo as well as

vessel commitments. The company utilises

extensive risk management systems in order

to control the market value of all open posi-

tions. Based on the risk systems, the company

is able to monitor the market position on a daily

basis. The strategy is that the overall maximum

exposure, i.e. FFAs and physical commitments

in monetary terms, is directed by the Board of

Directors and is furthermore not exceeding 20

percent of the anticipated physical activity with-

out prior approval of the Board of Directors. As

a rule, the FFA exposure in non-hedge related

deals are not to exceed fi ve net trading years.

Set out below is the exposure. The percentages

are measured as unfi xed CoA cover of commit-

ted vessel days as of December 31, 2009, i.e. the

percentage of vessel days which does not have

any income as of December 31, 2009.

Interest rate risk exposure Interest rate and currency risks are moderate

fi nancial risks for Eitzen Bulk Shipping. Man-

agement periodically reviews and assesses the

primary fi nancial market risks. Eitzen Bulk Ship-

ping will use fi nancial derivates to manage such

risks. These may include interest rate swaps,

forwards contracts and options.

The Company’s exposure to interest rate risk is

insignifi cant as the company continues to have

no loans to fi nancial institutions.

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Notes to the Financial Statements | Annual Report 2009 | 51

Notes to the Financial Statements

Currency risk The company’s reporting currency is USD. Most

of the company’s revenues and expenses are de-

nominated in USD. The company has no owned

vessels, but will as part of the new building

program own one vessel from 2011. The com-

pany’s strategy is to fi nance the vessels in the

same currency as the vessels receive income.

As a consequence, the vessel is expected be fi -

nanced in USD. The newbuilding is contracted in

Japanese Yen, but at the moment the company

has not entered into any currency hedges to

mitigate the exposure. The company may use fi -

nancial derivatives to reduce the net operational

currency exposure.

Currency risks on administrative expenses have

been hedged for a period of 6 month corre-

sponding to 1.5 MUSD.

Liquidity exposure It is the company’s objective to maintain a bal-

ance between continuity of funding and fl ex-

ibility through the usage of available bank fa-

cilities, either in the form of overdraft facilities,

or through revolving credit facilities. Currently,

funding from bank facilities is not needed. The

company’s surplus liquidity is placed in bank

accounts with interest on deposits, or through

term deposits.

Capital management The primary objective of the Company’s capi-

tal management is to ensure that it maintains

an adequate capital ratio in order to support

its business and maximise shareholder value.

Eitzen Bulk Shipping manages its capital struc-

ture and makes adjustments to it, in light of

changes in economic conditions. To maintain or

adjust the capital structure, the company can

acquire own shares, make dividend payment to

shareholders, return capital to shareholders or

issue new shares.

OTHER RISKS

EnvironmentThe vessels controlled by Eitzen Bulk Shipping

are chartered and therefore the majority of risk

in connection with environmental issues rests

the owner of the vessel. There are however

situations, whereby Eitzen Bulk Shipping may

become liable for spills or other environmental

impacts. Eitzen Bulk Shipping has an insurance

against these types of accidents limited to USD

350 million for each single incident.

PiracyPiracy has become an integral part of the Soma-

lian economy, and the risks encountered trans-

iting Somalian waters are substantial. It is the

policy of the company that transit within 600

NM of the coast of Somalia is subject to Man-

agement approval. The company is constantly

following the recommendations made by the

UN subsidiary International Maritime Organisa-

tion (IMO), and the recommendations made by

the underwriters.

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52 | Annual Report 2009 | Notes to the Financial Statements

Notes to the Financial Statements

(USD ‘000) 2009 2008

Note 28 – Trade and other payables (current)Trade payables 23,286 14,199

Prepaid income 1,105 2,872

Accrued expenses 4,267 388

Other payables 16,010 14,340

Payable profi t-split Eitzen Bulk key employees 1,281 20,127

Total 45,949 51,926

Terms and conditions of the above fi nancial liabilities: • Trade payables are non-interest bearing and are normally settled on 30 days terms.

• Other payables are non-interest bearing and have an average term of six months.

• Payable profi t-split are normally settled after the approval of the annual report at the general meeting.

Note 29 – Operating lease commitmentsLease agreements have been entered into with a mutually interminable lease period up to 10 years. As a general rule,

leases include an option to renew for one additional year a time for up to three years. The lease agreements include

a purchase option, typically exercisable as from the end of the fi fth year to the expiry of the period of renewal. Exercise

of the purchase option on the individual vessel is based on an individual assessment.

Charter hire for vessels with purchase option, not delivered Falling due within one year 1,535 0

Falling due between one and fi ve years 202,555 138,697

Falling due after fi ve years 595,642 672,059

Total 799,732 810,756

Eitzen Bulk Shipping has purchase options on all 17 operational leases however the majority of such purchase options are partly shared. The table below

illustrates the earliest possible time of declaration of the purchase option:

Year of earliest possible declaration of purchase option Segment 2012 2013 2014 2015 2016 2017 2018 2019 Total

Handy size 1 1 2

Supramax 1 1 2 1 6 1 2 14

Panamax 1 1

1 1 0 2 2 7 2 2 17

(USD ‘000) 2009 2008

Charter hire for vessels on timecharter with purchase option, delivered Falling due within one year 7,650 7,756

Falling due between one and fi ve years 21,898 25,506

Falling due after fi ve years 5,487 9,424

Total 35,035 42,685

Charter hire for vessels on timecharter without purchase option Falling due within one year 92,921 64,452

Falling due between one and fi ve years 6,795 27,008

Falling due after fi ve years 0 0

Total 99,716 91,460

Other leases (operational lease) Falling due within one year 1,486 588

Falling due between one and fi ve years 1,614 1,578

Falling due after fi ve years 0 0

Total 3,100 2,166

* Other operating leases include premises, cars and photocopier

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Notes to the Financial Statements | Annual Report 2009 | 53

Notes to the Financial Statements

(USD ‘000) 2009 2008

Note 30 - Contingent assets and liabilities

Contingent assetsFollowing a customer default to perform under a three year Contract of Affreightment, Eitzen Bulk Shipping initiated

arbitration against the customer. An arbitration award was made in favor of Eitzen Bulk Shipping in the amount of 36.4

MUSD. The claim is to be enforced. At this point in time, Eitzen Bulk Shipping cannot predict how long the enforcement

will take or when the company will be able to provide additional information.

Contingent liabilitiesA vessel captured by Pirates in the Gulf of Aden mid 2008, was back in the about same position as captured later same

year. The ship owner has initiated arbitration of 12.2 MUSD against Eitzen Bulk Shipping. The claim relates to compen-

sation for off-hire and expenses in relation to the prolonged piracy incident. At this point in time, Eitzen Bulk Shipping

cannot predict how long the investigation will take or when the company will be able to provide additional information.

In addition to the above, Eitzen Bulk Shipping is engaged in certain litigation proceedings. In the opinion of management,

settlement or continuation of these proceedings are not expected to have a material effect on Eitzen Bulk Shipping’s

fi nancial position, operating profi t or cash fl ow.

New building commitmentsAgreements for future delivery of newbuildings Remaining contract amount until delivery in local currency (JPY) 3,040,000 3,040,000

Remaining contract amount until delivery in USD translated at the exchange rate at year end 32,832 33,744

The remaining contract amounts in USD is payable as follows:

With in one year 0 0

Between one and two years 32,832 33,744

Total 32,832 33,744

Note 31 – Financial instruments

Carrying amount and fair value of fi nancial items by class of fi nancial assets and liabilitiesSet out below is a decomposition of the fi nancial assets into categories as defi ned in IAS 39. Furthermore, the table below includes a comparison of the

carrying amount and fair value of fi nancial assets by class of assets.

Judgment is required to develop estimates of fair value. Hence, the estimates provided herein are only indicative of the amounts that could be realised

in the market.

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54 | Annual Report 2009 | Notes to the Financial Statements

Note 31 – Financial instruments (continued)

31 December 2009 Held for trade

(Hedge Loan and Available Carrying Fair

(USD ‘000) derivatives) receivables for sale amount value

Other fi nancial assets - 210 - 210 210

Other investments 645 645 645

Derivate fi nancial instruments 5,440 - - 5,440 5,440

Total non-current fi nancial assets 5,440 210 645 6,295 6,295

Cash and short-term deposits - 24,806 - 24,806 24,806

Derivate fi nancial instruments 9,549 - - 9,549 9,549

Trade and other receivables - 29,827 - 29,827 29,827

Prepayments - 10,374 - 10,374 10,374

Total current fi nancial assets 9,549 65,007 - 74,556 74,556 Total fi nancial assets 14,989 65,217 645 80,851 80,851

Leasing debt - 25 - 25 25

Derivative fi nancial instruments 9,800 9,800 9,800

Total non-current fi nancial liabilities 9,800 25 - 9,825 9,825

Trade and other payables - 45,949 - 45,949 45,949

Leasing debt, current portion - 248 - 248 248

Derivate fi nancial instruments 12,378 - - 12,378 12,378

Total current fi nancial liabilities 12,378 46,197 - 58,575 58,575

31 December 2008 Held for trade

(Hedge Loan and Available Carrying Fair

(USD ‘000) derivatives) receivables for sale amount value

Other fi nancial assets - 47,492 - 47,492 47,492

Other investments 437 437 437

Derivate fi nancial instruments 33,404 - - 33,404 33,404

Total non-current fi nancial assets 33,404 47,492 437 81,333 81,333

Cash and short-term deposits - 66,052 - 66,052 66,052

Derivate fi nancial instruments 47,902 - - 47,902 47,902

Trade and other receivables - 14,751 - 14,751 14,751

Prepayments - 7,081 - 7,081 7,081

Total current fi nancial assets 47,902 87,884 - 135,786 135,786 Total fi nancial assets 81,306 135,376 437 217,119 217,119

Leasing debt - 236 - 236 236

Derivate fi nancial instruments 33,524 33,524 33,524

Other non-current liabilities - 10,388 - 10,388 10,388

Total non-current fi nancial liabilities 33,524 10,624 - 44,148 44,148

Trade and other payables - 51,926 - 51,926 51,926

Leasing debt, current portion - 678 - 678 678

Derivative fi nancial instruments 49,161 - - 49,161 49,161

Total current fi nancial liabilities 49,161 52,604 - 101,765 101,765

Notes to the Financial Statements

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Notes to the Financial Statements | Annual Report 2009 | 55

Notes to the Financial Statements

Note 31 – Financial instruments (continued)

Bunker hedgeEitzen Bulk Shipping A/S has entered into contracts in order to hedge future bunker expenses. The contracts are accounted for as cash fl ow hedges, when

the criteria are in compliance with the criteria for cash fl ow hedge accounting.

The bunker hedges are entered simultaneously with the Contracts of Affreightment (CoA), as part of the Group’s risk management. The bunker hedges

cover the bunker expenses in connection with the CoA and the duration of the bunker hedge is therefore similar to the duration of the CoA. The remaining

durations of the bunker hedge agreements as per 31 December 2009 are between one and 12 months at an average price between USD 285 and USD

518 per MTS. The trade dates are between 11 July 2005 and 17 December 2009.

Currency derivatives Risk related to general and administration expenses

The Board of Eitzen Bulk Shipping A/S has agreed to hedge 50 per cent of the currency risk related to the budgeted general and administration expenses

in Denmark (DKK) for 2010. The exposure was hedged in February 2010 through foreign exchange forward contracts.

Hedge accounting reserve in equity The following table sets out the recorded amount in the equity for the cash fl ow hedging fi nancial derivatives:

Bunker Foreign Total

hedge currency reserve

Balance 31.12.2007 1,236 396 1,632Recorded to equity - -885 -885

Removed from equity and incl. in income statement -2,194 - -2,194

Removed from equity and incl. in balance sheet -58 - -58

Balance 31.12.2008 -1,016 -489 -1,506Recorded to equity 833 833

Removed from equity and incl. in income statement -1,035 - -1,035

Removed from equity and incl. in balance sheet 3,501 - 3,501

Balance 31.12.2009 1,450 344 1,794

The main part of the bunker hedge reserve is expected to be recorded through profi t and loss within the next year.

Effect of hedge accounting in the income statement (- expense) Forward

Bunker Freight Total

hedge agreement reserve

2009 Voyage related expenses 1,035 - 1,035

Charter hire (hedging instrument) - -28,560 -28,560

Charter hire (hedging item) - 31,601 31,601

Net effect of hedge accounting in the income statement 1,035 3,041 4,076

Bunker Freight Total

hedge agreement reserve

2008 Voyage related expenses 2,194 - 2,194

Charter hire (hedging instrument) - -28,468 -28,468

Charter hire (hedging item) - 26,237 26,237

Net effect of hedge accounting in the income statement 2,194 -2,231 -37

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56 | Annual Report 2009 | Notes to the Financial Statements

Notes to the Financial Statements

(USD ‘000) 2009 2008

Note 31 – Financial instruments (continued)

Fair value hedge (Forward Freight Agreement) Gain(loss) on hedging instruments -11,776 -80,415

Gain(loss) on hedging items 12,586 78,184

Net gain (loss) on fair value hedge 810 -2,231

Eitzen Bulk Shipping has entered into Forward Freight Agreement contracts in order to hedge future Contracts of

Affreightment / Time Charter contracts for the period 2010 to 2011. The Forward Freight Agreement contracts are

accounted for as fair value hedges using the principles of a fi rm commitment when the criteria are in compliance with

the criteria for fair value hedge accounting.

The ineffective part of the hedge has been recorded as a gain and loss in the profi t and loss account.

Note 32 – Change in net working capitalChange in inventories -4,849 5,133

Change in trade and other receivables -14,672 -12,467

Change in prepayments -3,294 14,600

Change in trade and other payables -3,051 -9,400

Total -25,866 -2,134

Note 33 – Mortgages and securityThe group has not issued any form of guarantees or securities.

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Notes to the Financial Statements | Annual Report 2009 | 57

Notes to the Financial Statements

Note 34 – Related party transactionsEitzen Bulk Shipping A/S is controlled by Eitzen Bulk (Denmark) A/S (incorporated in Denmark), which owns 81,04% of the shares in Eitzen Bulk Shipping

A/S. Please refer to page 25 in the management review for further information regarding shareholders. The ultimate parent of the Group is Camillo Eitzen

& Co ASA (incorporated in Norway) and listed on Oslo Stock Exchange.

Other related parties are considered to be companies within Camillo Eitzen & Co Group, associated companies, the directors and offi cers of the entities

and management of Eitzen Bulk Shipping A/S.

The Group has the following material transactions with related parties:

Sale/ Sale/

(Purchases) (Purchases) Amounts Amounts

to/from to/from owed by/(to) owed by/(to)

(USD ‘000) related parties related parties related parties related parties

Related party Type of transaction 2009 2008 2009 2008

The ultimative parent and subsidiaries hereof

Eitzen Holding AS Group Corporate administration - - -

Eitzen Bulk (Denmark) A/S Treasury shares 17,721 -

Eitzen Bulk (Denmark) A/S Distribution of non-cash assets -47,800 -

Companies which are part of the

Eitzen Holding AS Group:

Eitzen Holding AS and subsidiaries Corporate administration 924 1,753

Corporate administration -47 -

Advisory fee 1,280 1,000

Interest income -602 -2,907 47,294

Interest expenses 17 - (10,388)

Purchase of shares -80,058 -

IT services 346 318 -

Rent 451 316 -

Others:

Gorrissen Federspiel Legal assistance 464 6

There have not been any material transactions with any member of the board of directors, executive management of Eitzen Bulk Shipping A/S, Camillo

Eitzen & Co Group, or associated companies. For information on remuneration to the board of directors and executive management of Eitzen Bulk Ship-

ping A/S, please refer to note 5.

Transactions with related parties are made at normal market prices. Outstanding balances at year-end apart from loans are short-term, unsecured, inter-

est free and settlement occurs in cash. There have been no guarantees provided or received for any related party receivables or payables. The Group has

not made any provision for doubtful debts relating to amounts owed by related parties. The assessment hereof is undertaken each fi nancial year through

examining the fi nancial position of the related party and the market in which the related party operates.

Joint taxation

The Danish companies in the Group are in jointly taxation with the other Danish companies in Eitzen Holding AS Group.

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58 | Annual Report 2009 | Notes to the Financial Statements

Notes to the Financial Statements

Note 35 – Share-based payment

Share options program - 2009The Board of Directors approved 22 December 2009 a share options program following the listing on Nasdaq OMX Copenhagen 21 December 2009. Key

employees were 22 December 2009 granted 2,537,766 share options corresponding to 10.3% of the total number of outstanding shares. The company

holds 10% of treasury shares as a hedge for the share option program.

The share options will be vested with 50% in 2009, 25% in 2010 and 25% in 2011, and can be exercised in the period from 1 March 2010 through 31 March

2016 on a 4 year rolling basis. The exercise price for the share options is 1% of the market price for the Company’s shares at the time the share options

are granted to the holder corresponding to a price per share of 37.5 DKK. The estimated theoretical fair value of the Share Option Scheme is assessed to

be 16.5 MUSD. The expense recorded in income statement for the year 2009 is 8.2 MUSD, corresponding to number of options vested in 2009.

The only vesting condition mentioned in the Agreement is a service condition. The Agreement states in the event that an employee terminates his em-

ployment or the Company terminates the employment due to the employee’s breach, then the options that have not already vested are forfeited. On the

other hand, if employment is terminated for other reasons or if an employee retires, the options are still expected to vest as stated above

The Board of Directors may at its sole discretion offer the employees the opportunity to elect cash settlement instead of early exercise of the options

following certain events.

Outstanding share options can be specifi ed as follows at 31 December 2009:

Executive

No. of share options management Employees Total

Granted 22 December 2009 359,648 2,178,118 2,537,766

At 31 December 2009 359,648 2,178,118 2,537,766

Eitzen Bulk Shipping A/S has used the Black & Scholes option pricing model based on the exercise price. The assumptions underlying the calculation of

the grant date fair values are as follows 2009, 2010 and 2011 respectively:

2009 2010 2011

Dividend yield (%) 0% 0% 0%

Expected volatility (%) 90 % 90 % 90 %

Risk-free interest rate (%) 2,86% 2,86% 2,86%

Expected life of option (years) 4.27 5.27 6.27

Weighted average share price (DKK) 34 34 34

The expected lifetime of the options are based on studies as Eitzen Bulk Shipping A/S has no previous programs that could provide information. The data

is not necessarily the exercise patters that may occur. The expected volatility refl ects the historical volatility for a peer group of shipping companies. The

historical volatility refl ects the assumption that the historical volatility over a period similar to the life of the options is indicative of future trends, which

may also not necessarily be the actual outcome.

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Notes to the Financial Statements | Annual Report 2009 | 59

Note 36 – Liquidity risk

The terms to maturity of fi nancial assets and liabilities are disclosed by category and class, distributed on maturity periods.

Financial instruments measured at fair value are divided in accordance with the following accounting hierachy:

• Level 1: observable market prices for identical instruments

• Level 2: valuations models primarily based on observable prices or trading prices of comparable instruments

• Level 3: valuation models primarily based on non-observable prices

2009 Maturity

(USD ‘000) Within 1 year 1-3 years Total

Financial Assets at fair value through profi t or loss Forward Freight agreements - payments received 1) 7,146 7,146

Forward Freight agreements - payments made 1) 9,718 9,718

Bunker contracts 1) 2,403 2,403

Total 9,549 9,718 19,267

Financial Liabilities at fair value through profi t or loss Forward Freight agreements - payments received 1) 1,933 1,933

Forward Freight agreements - payments made 1) -14,589 -9,800 -24,389

Total -12,656 -9,800 -22,456

Loans and receivables measured at amortised cost Cash and cash equivalents 24,806 24,806

Freight receivables 8,669 8,669

Other receivables 5,843 5,000 10,843

Total 39,318 5,000 44,318

Financial Liabilities measured at amortised cost Trade and other receivables 30,834 4,800 35,634

Total 30,834 4,800 35,634

2008 Maturity

(USD ‘000) Within 1 year 1-3 years Total

Financial Assets at fair value through profi t or loss Forward Freight agreements - payments received 1) 48,862

Forward Freight agreements - payments made 1) -1,762 33,404 31,642

Total 47,099 33,404 31,642

Financial Liabilities at fair value through profi t or loss Forward Freight agreements - payments made 1) -49,161 -33,524 -82,685

Total -49,161 -33,524 -82,685

Loans and receivables measured at amortised cost Cash and cash equivalents 66,052 66,052

Freight receivables 6,599 6,599

Other receivables 5,612 5,612

Total 78,263 78,263

Financial Liabilities measured at amortised cost Trade and other receivables 41,676 41,676

Total 41,676 41,676

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60 | Annual Report 2009 | Notes to the Financial Statements

Note 37 – Subsequent eventsNo signifi cant events have occurred between the reporting period and the publication of the annual report that have not been included and adequately

disclosed in the annual report at that materially affect the income statement or the balance sheet.

Note 38 – New fi nancial reporting regulation During 2009 IASB issued a number of IFRSs, amendments and interpretations which have been endorsed by the EU as per 31 December 2009 and are

mandatory for the Group’s accounting periods beginning on or after the 1 January 2010.

Eitzen Bulk Shipping A/S has assessed the impact of the IFRSs, amendments and interpretations that are not yet effective and determined that most of

them including IFRS 9 ‘Measurement and classifi cation of fi nancial assets will not have material impact on the consolidated fi nancial statements going

forward. Consequently, no early adoption has been made.

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2009 Annual report of Eitzen Bulk Shipping A/S - Parent | Annual Report 2009 | 61

2009 Annual report of Eitzen Bulk Shipping A/S - Parent

Income statement 62Statement of comprehensive income 63Balance sheet 64Statement of changes in equity 65Cash fl ow statement 66

Notes to the Annual Report

1. Accounting policies 67 2. Signifi cant accounting judgment, estimates and assumptions 67 3. Effect of the transition to IFRS 68 4. Fees to auditor appointed at the annual general meeting 71 5. Staff costs 71 6. Financial income 71 7. Financial expenses 71 8. Tax 71 9. Investment in subsidiaries 72 10. Other investments 72 11. Receivables from Group enterprises and other receivables 72 12. Equity 72 13. Payables to Group enterprises and other payables 72 14. Mortgages and security 73 15. Contingent assets and liabilities 73 16. Related party transactions 73 17. Subsequent events 73 18. New fi nancial reporting regulation 73

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62 | Annual Report 2009 | Income Statement

(USD ‘000) Note 2009 2008

Administration expenses 4, 5 -116 -118

Profi t before tax and fi nance costs (EBIT) -116 -118

Financial income 6 62 191

Financial expenses 7 -134 -72

Profi t before tax -188 1

Tax 8 -73 16

Net profi t -261 17

Income Statement

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Statement of Comprehensive Income | Annual Report 2009 | 63

(USD ‘000) Note 2009 2008

Profi t/loss (-) for the year -261 17

Other comprehensive income Fair value adjustments other investments (gain/-loss) 186 -656

Other comprehensive income for the year, net of tax 186 -656

Total comprehensive income for the year, after tax -75 -639

Statement of Comprehensive Income

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64 | Annual Report 2009 | Balance Sheet

Balance Sheet

ASSETS(USD ‘000) Note 2009 2008 2007

Investment in subsidares 9 84,845 4,787 4,787

Other investments 10 645 437 0

Deferred tax 67 56 70

Total fi nancial non-current assets 85,557 5,280 4,857

Total non-current assets 85,557 5,280 4,857

Receivables from Group entreprises and other receivable 11 12 2,655 2,640

Corporate tax 0 71 0

Cash and short-term deposits 2,539 2 144

Total current assets 2,551 2,728 2,784

TOTAL ASSETS 88,108 8,008 7,641

EQUITY AND LIABILITIES(USD ‘000) Note 2009 2008 2007

Share capital 12 46,941 4,196 4,196

Retained earnings 23,658 3,402 3,385

Other reserves -470 -656 0

Total equity 70,129 6,942 7,581

Payables to Group enterprises and other payables 13 17,931 1,066 60

Income tax payable 48 0 0

Total current liabilities 17,979 1,066 60Total liabilities 17,979 1,066 60

TOTAL EQUITY AND LIABILITIES 88,108 8,008 7,641

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Statements of Changes in Equity | Annual Report 2009 | 65

Share Retained Total

(USD ‘000) capital earnings equity

At 1 January 2009 4,196 2,746 6,942Profi t for the year - -261 -261

Other comprehensive income - 186 186

Total comprehensive income 0 -75 -75Increase of share capital through merger with Shipholding Holding A/S 42,745 20,517 63,262

Treasury shares received from Parent - 17,721 17,721

Value of treasury shares - -17,721 -17,721

Dividend - 0 0

At 31 December 2009 46,941 23,188 70,129

Share Retained Total

(USD ‘000) capital earnings equity

At 1 January 2008 4,196 3,385 7,581Profi t for the year - 17 17

Other comprehensive income - -656 -656

Total comprehensive income - -639 -639Dividend - 0 0

At 31 December 2008 4,196 2,746 6,942

Eitzen Bulk Shipping A/S has 23 December 2009 received a treasury shares from the Parent company in connection with the adoption of a share option

program in Eitzen Bulk Shipping A/S. The treasury shares has been provided in form of 10% of the nominal share capital in Eitzen Bulk Shipping A/S equal

to 2.463.850 shares. The quoted market value of the shares the 23 December 2009 was 17.2 MUSD.

Statements of Changes in Equity

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66 | Annual Report 2009 | Cash Flow Statements

(USD ‘000) Note 2009 2008

Profi t/loss(-) before tax -188 1

Paid/received tax including added interest on tax 0 0

Adjustment to reconsile profi t before tax to net cash fl ows

Non-cash:

Interest income/expense 116 0

Other changes -105 4

Working capital adjustments:

Change in current assets 2,643 -15

Change in current liabilities 70 1,005

Net cash fl ows from operating activities 2,537 996

Purchase of other investments 0 -1,138

Net cash fl ows from investing activities 0 -1,138

Other changes 0 0

Net cash fl ows from fi nancing activities 0 0

Net change in cash and cash equivalents 2,537 -142

Net foreign exchange difference

Cash and cash equivalents at 1 January 2 144

Cash and cash equivalents at 31 December * 2,539 2

Cash Flow Statements

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Notes to the Financial Statements | Annual Report 2009 | 67

Notes to the Financial Statements

Note 1 – Summary of signifi cant accounting policies The accounting policies of the Parent; Eitzen

Bulk Shipping A/S, are identical with the poli-

cies applicable to the consolidated fi nancial

statements, except for the following:

Dividends from investments in subsidiaries and associatesDividends from investments in subsidiaries and

associates are recognised as income in the Par-

ent’s income statement under fi nancial income

in the fi nancial year in which dividends are de-

clared.

Investments in subsidiaries in the Parent’s fi -nancial statements Investments in subsidiaries are measured at

cost. Impairment tests are conducted when

there is an indication of impairment. Write-down

is made to the recoverable amount if this is

lower than the carrying amount.

Changes in accounting policy and disclosuresFor all periods up to and including the year

ended 31 December 2008, the Parent Eitzen

Bulk Shipping A/S (formerly Dampskibsselska-

bet Orion A/S) prepared its fi nancial statements

in accordance with the provisions of the Danish

Financial Statements Act (Class D) and other

accounting regulations for companies listed on

Nasdaq OMX Copenhagen. The fi nancial state-

ments, for the year ended 31 December 2009,

are the fi rst the Parent has prepared in accord-

ance with International Financial Reporting

Standards (IFRS).

Accordingly, the Parent has prepared fi nancial

statements which comply with IFRS applicable

for periods beginning on or after 1 January 2009

as described in the accounting policies for the

Group except for the above mentioned. In pre-

paring the fi nancial statements, the Parent’s

opening statement of fi nancial position was pre-

pared as at 1 January 2008, the Parent’s date of

transition to IFRS. Note 3 explains the principal

adjustments made by the Parent in restating its

Danish Financial Statements Act statement of

fi nancial position as at 1 January 2008 and its

previous published Danish Financial Statements

Act (Class D) fi nancial statements for the year

ended 31 December 2008.

Note 2 Signifi cant accounting judgment, estimates and assumptionsThe preparation of the Parent’s fi nancial state-

ments requires management to make judg-

ments, estimates and assumptions that affect

the reported amounts of revenues, expenses,

assets and liabilities and the disclosure of con-

tingent liabilities, at the end of the reporting pe-

riod. However, uncertainty about these assump-

tions and estimates could result in outcomes

that require a material adjustments to the car-

rying amounts of asset and liability affected in

future periods.

In the process of applying the Parent’s account-

ing policies, management deems the following

estimates and the pertaining assessments to

be essential for the preparation of the Annual

Report of the Parent.

Investments in subsidiariesManagement assesses annually whether there

is an indication of impairment of investments

in subsidiaries. In the assessment of Manage-

ment, there is no such indication at 31 Decem-

ber 2009, and there investments in subsidiaries

have not been tested for impairment.

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68 | Annual Report 2009 | Notes to the Financial Statements

Notes to the Financial Statements

Note 3 – Effect of the transition to IFRSIFRS 1 First-Time Adoption of International Financial Reporting Standards allows fi rst-time adopters certain exemptions from the retrospective applica-

tion of certain IFRSs effective for December 2009 year-ends.

The Parent has applied the following exemptions:

Under the Danish Financial Statements Act, subsidiaries were measured according to the equity method. The Parent has elected to regard the booked

value as at 1 January 2008 under the Danish Financial Statements Act translated to USD as deemed cost.

Reconciliation of equity as at 1 January 2008 (date of transition to IFRS)

Local GAAP* Local GAAP* Remea-

Notes DKK '000 USD '000 surements IFRS

Non-current assets

Investments in subsidiaries A) 26,059 4,787 4,787

Total non-current assets 26,059 4,787 0 4,787

Current assets Other receivables 14,372 2,640 2,640

Deferred tax 381 70 70

Cash 783 144 144

Total current assets 15,536 2,854 0 2,854 0

TOTAL ASSETS 41,595 7,641 0 7,641

Equity Share capital 22,842 4,196 4,196

Retained earnings 18,427 3,385 3,385

41,269 7,581 0 7,581

Current liabiliteis Trade and other payables 326 60 60

Total current liabilites 326 60 0 60

Total liabilites 326 60 0 60 TOTAL EQUITY AND LIABILITES 41,595 7,641 0 7,641

* Danish Financial Statements Act

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Notes to the Financial Statements | Annual Report 2009 | 69

Notes to the Financial Statements

Note 3 – Effect of the transition to IFRS (continued)

Reconciliation of equity as at 31 December 2008

Local GAAP* Local GAAP* Remea-

Notes DKK ‘000 USD ‘000 surements IFRS

Non-current assets

Investments in subsidiaries A) 27,329 5,171 -384 4,787

Other investments 2,307 437 437

Total non-current assets 29,636 5,608 -384 5,224

Current assets Other receivables 14,032 2,654 2,655

Deferred tax 298 56 56

Corporate tax 373 71 71

Cash 9 2 2

Total current assets 14,709 2,783 0 2,783 0

TOTAL ASSETS 44,348 8,391 -384 8,007

Equity Share capital 25,000 4,196 4,196

Net revaluation reserve accrording to the

equity method 1,269 384 -384 0

Other reserves 0 0 -656 -656

Retained earnings 12,449 2,746 656 3,402

38,718 7,326 -384 6,942

Current liabiliteis Trade and other payables 5,630 1,065 1,065

Total current liabilites 5,630 1,065 0 1,065 Total liabilites 5,630 1,065 0 1,065 TOTAL EQUITY AND LIABILITES 44,348 8,391 -384 8,007

* Danish Financial Statements Act

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70 | Annual Report 2009 | Notes to the Financial Statements

Notes to the Financial Statements

Note 3 – Effect of the transition to IFRS (continued)

Reconciliation of the income statement and comprehensive income for 1 January - 31 December 2008 Local GAAP* Local GAAP* Remea-

Notes DKK ‘000 USD ‘000 surements IFRS

Administration expenses -597 -118 -118

Profi t before tax and fi nance cost (EBIT) -597 -118 0 -118

Share of profi ts of subsidiaries using the

equity method A) 1,268 384 -384 0

Financial income 710 191 191

Financial expenses B) -4,028 -728 656 -72

Profi t before tax -2,647 -271 272 1

Tax 96 16 0 16

Net profi t -2,551 -255 272 17

Comprehensive income Net profi t -2,551 -255 272 17

Unrealised value adjustments on securites 0 0 -656 -656

Other comprehensive income 0 0 -656 -656Total comprehensive income -2,551 -255 -384 -639

* Danish fi nancial Statements Act

Restatement of equity from Danish Financial Statements Act to IFRS Notes to the reconciliation of equity as at 1 January 2008 and 31 December 2008

* Under the Danish Financial Statements Act the fi nancial statement for the parent company has been presented in DKK. After the adoption of IFRS the

parent company has determined to use USD as functional currency as USD best refl ects the economic sustance of the activity.

A) Investments in subsidiaries Under the Danish Financial Statements Act, subsidiaries were measured according to the equity method. Under IFRS subsidiaries are recognised and

measured at cost. The parent company has decided, that all subsidiaries at the date of the transition to IFRS shall be recognised and measured at

deemed cost equal to the booked value under the Danish Financial Statements Act as at 1 Januzry 2008 translated to USD.

B) Securities Under the Danish Financial Statements Act, asecurites were measured fair value. Unrealised value adjustments were recognised in the income state-

ment. Under IFRS unrealised value adjustments value are recognised directly in equity.

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Notes to the Financial Statements | Annual Report 2009 | 71

Notes to the Financial Statements

(USD ‘000) 2009 2008

Note 4 – Remuneration to the auditor appointed at the general meeting Other assurance service 0 0

Tax consultancy 0 0

Other services 0 5

Total 18 19

Note 5 – Staff costs Salaries and wages 0 0

Pension cost 0 0

Other expenses for social security 0 0

Share-based payments 0 0

0 0 Average number of employees 0 0

Note 6 – Financial income Bank interest receivable 62 191

Total 62 191

Note 7 – Financial expenses Interest on debt and borrowings 134 72

Total 134 72

Note 8 – Tax Current tax on profi t for the year 48 0

Deferred tax on profi t for the year 0 0

Tax on profi t for the year 48 0

Adjustments related to previous years - current tax 36 -30

Adjustments related to previous years - deferred tax -11 14

Tax in the income statement 73 -16

The tax of profi t breaks down as follows:

Calculated 25% tax on profi t for the year before tax 48 0

Adjustment of tax relating to prior years 25 -16

Total tax of profi t for the year 73 -16

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72 | Annual Report 2009 | Notes to the Financial Statements

Notes to the Financial Statements

(USD ‘000) 2009 2008 2007

Note 9 – Investments in subsidiaries Cost:

Cost at 1 January 4,787 4,787 4,787

Additions through merger with Shipholding Holding A/S 80,058 0 0

Additions for the year 0 0 0

Disposals for the year 0 0 0

Cost at 31 December 84,845 4,787 4,787

Impairment at 1 January 0 0 0

Impairment charge for the year 0 0 0

Impairment at 31 December 0 0 0

Carrying amount at 31 December 84,845 4,787 4,787

Ownershipshare Sharecapital

2009 2008 Registred offi ce in DKKm

Eitzen Bulk A/S 100 - Copenhagen, Denmark 1.0

Sibulk A/S 100 - Copenhagen, Denmark 81.8

Eitzen Bulk Shipholding A/S 100 - Copenhagen, Denmark 1.0

P.E.P. Shipping A/S 100 100 Copenhagen, Denmark 1.0

ApS KBUS 8 Nr. 674 100 100 Copenhagen, Denmark 0.3

(USD ‘000) 2009 2008 2007

Note 10 – Other investments

Eitzen Maritime Services ASA 645 437 0

Total 645 437 0

Note 11 – Receivables from Group enterprises and other receivables

Receivables from Group entreprises 0 2,649 2,634

Other receivables 12 6 6

Total 12 2,655 2,640

The carrying amount of the receivables is deemed to correspond to fair value.

Note 12 – EquityThe composition of the share capital and treasury shares is presented in note 21 and 22

to the consolidated fi nancial statements.

The targets for the capital structure of Eitzen Bulk Shipping A/S is determined and assessed for the

Group as a whole, for which reason no operational goals or policies is set for the parent company.

Please refer to note 27 to the consolidated fi nancial statements.

Note 13 – Payables to Group enterprises and other payables

Payables to Group entreprises 17,900 0 0

Other payables 31 1,065 60

Total 17,931 1,065 60

The fair value of payables to Group enterprises and other payables equals the carrying amount.

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Notes to the Financial Statements | Annual Report 2009 | 73

Notes to the Financial Statements

Note 14 – Mortgages and securityFor information on mortgages and security, please refer to the consolidated fi nancial statements, note 33.

Note 15 – Contingent assets and liabilitiesFor information regarding contingent assets and liabilities, please refer to the consolidated fi nancial statements, note 30.

Note 16 – Related party transactionsFor information on transaction with related parties, please refer to the consolidated fi nancial statements, note 34.

Note 17 – Subsequent eventsFor subsequent events, please refer to the consolidated fi nancial statements, note 37.

Note 18 – New fi nancial reporting regulationFor new fi nancial reporting regulation, please refer to the consolidated fi nancial statements, note 38. The new fi nancial reporting

regulation is not expected to be of any importance for the fi nancial statements of the Parent.

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74 | Annual Report 2009 | Group structure

Group structure

Eitzen BulkShipping A/S

Sibulk A/S

Sibulk SingaporePte. Ltd.

ApS KBUS 8Nr. 674

Eitzen Bulk A/S

Eitzen Bulk(Hong Kong) Ltd.

Eitzen Bulk doBrazil Ltda.

CedrelaTransport

Eitzen Logistic Services (India)

(51%)

P.E.P.Shipping A/S

Eitzen Bulk(Singapore)

Pte. Ltd.

Eitzen Bulk(USA) Ltd.

Perola SA(20.41%)

Eitzen BulkShipholding A/S

Operator activities

Ship holding activities

Previous subsidiaries of D/S Orion

100% owned unless specifi ed otherwise

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Defi nitions of key fi gures and fi nancial ratios | Annual Report 2009 | 75

Defi nitions of key fi gures and fi nancial ratios

The fi nancial ratios were computed in accordance with “Recommendations and Ratios 2005” issued by the Danish Society of Financial Analysts.

The ratios listed in the key fi gures and ratios section were calculated as follows:

Gross profi t margin = Gross profi t x 100

Revenue

EBITDA = EBITDA x 100

Revenue

Return of equity in % (ROE) = Profi t or loss for the year x 100

Average equity, excluding minority interests

Payout ratio = Dividend x 100

Profi t or loss for the year, excluding minority interests

Equity ratio = Equity at year-end, excluding minority interest x 100

Total assets

USD exchange rate at year-end = The USD exchange rate quoted on the NASDAQ OMX Copenhagen at the balance sheet date

Average USD exchange rate = The average USD exchange rate quoted on the NASDAQ OMX Copenhagen for the year

Net interest-bearing debt = Interest-bearing debt less cash and cash equivalents at year-end

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76 | Annual Report 2009 | Defi nitions of key fi gures and fi nancial ratios

Eitzen Bulk Shipping A/SAmerika Plads 382100 Copenhagen

Denmark

www.eitzen-bulk.com

Financial year: 1 January – 31 DecemberCompany registration no. (CVR): 20702419