111

Offering Deepwater Floating Production Systems

FPSOcean Company Presentation

Pareto Oil & Offshore Conference, Holmenkollen Park Hotel, Oslo

11th September, 2008

Building on solid industry track records

22

Disclaimer – forward looking statements

This presentation has been prepared by FPS Ocean AS (“FPS Ocean” or the “Company”) solely for the Company’s use in presenting its business or

marketing its services to prospective business partners, clients, investors or any other party.

The Company will not be making any representation or warranty, expressed or implied, or assurance of any kind as to the accuracy, reliability or

completeness of the Presentation. Neither the Company nor any of their respective directors, officers or employees will thus have any liability or

responsibility to the recipients of the Presentation or any other persons resulting from their use of the Presentation.

The content of this Presentation includes and is based, inter alia, upon forward-looking information and statements that are subject to risks and

uncertainties. These statements are based on current expectations, estimates and projections about global economic conditions and the economic

conditions of the regions and industries that represent major markets for the Company. Important factors that could cause actual results to differ

materially from those expectations include, among others, macro economic fluctuations, interest rates, oil prices and such other factors as may be

discussed from time to time in the Presentation. No assurance can be given that those expectations will be achieved or that future results will be as

set out in the Presentation. This Presentation represents our initial views and we reserve the right (but shall not be obliged) to revise, update or

replace any statement herein.

By relying on this Presentation you acknowledge that you will be solely responsible for your own assessment of the information contained herein and

that you will conduct your own analysis and be solely responsible for forming your own view of the potential future performance of the Company’s

business.

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

or businesses of the Company.

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

Norwegian courts.

2

333

Business statement

The business model is to build, own ,lease, and operate FloatingProduction Systems

Our focus is on deep water extended well testing (EWT), early production (EP) and marginal fields production for benign deep water reservoirs and hurricane areas

FPSOcean market differentiators is production using cost effective dynamic positioning systems and dis-connectable buoys with safe, reliable and innovative technology

The company strategy has been solidified through organizational development, know-how and experiences gained from the near to be completed DeeP Producer 1 project

We have a goal of developing a fleet of 4-6 units over the next 5 - 8 years

44

Execution capability with competent staff of app. 60 people

Company management

CEOE Saunes

VP Bus DevL O Aaker

CFOC Mowinckel

Project DirectorE Saunes

DPP2 Project development

VP TechnologyO Often

VP Projects & OperationsK Bruun-Olsen

HSE QAM Magnussen

Contracts AdminO Paulsen

HR ManagerH Strand

DPP1Conversion project

DPP1FPSO Operations

Bibby Offshore Ltd.Aberdeen

GreyStar CorporationHouston

SemakauLay up

FleetManagement Limited

Hong Kong

J L PhillipsRio

S HillHouston

Management Team

4

Management team with relevant offshore experience from Fred. Olsen Energy / Production, Boa Offshore, Kværner, Ocean Rig, GPS, DnBNOR

New CEO with 25 years extensive management experience from offshore, energy and construction industries incl Aibel, Alstom and ABB

Site teamApprox 35 staff

55

Shareholders

5

Norwegian shipping/offshore cluster well represented among largest shareholders/ Board of Directors

Board of Directors:• Erland P. Bassøe, Chairman*

• Jan R. Næss, Director**

• Tone Wille, Director

• Felix H. Tschudi, Director***

• Gro Baade-Mathiesen, Director

Investor Number of shares

% of total Type Count

rySUNDT AS 1,027,550 13.58% Comp. NOR

JPMORGAN CHASE BANK 974,000 12.87% Nom. GBR

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

MORGAN STANLEY & CO INTL PLC 458,200 6.05% Nom. GBRFAIRBANKS JONATHAN BARCROFT 412,792 5.45% Priv. USASEBASTIAN HOLDING INC 371,520 4.91% Comp. TCA

NORTHERN NAVIGATION INT.** 324,666 4.29% Comp. LBR

TITLIS AS*** 271,066 3.58% Comp. NOR

NEXUS CAPITAL AS 270,022 3.57% Comp. NOR

KLAVENESS INVEST AS 246,500 3.26% Comp. NOR

BANK OF NEW YORK, BRUSSELS BRANCH 244,700 3.23% Comp. GBR

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

CANICA AS 203,600 2.69% Comp. NOR

ODIN OFFSHORE 201,000 2.66% Comp. NOR

LEHMAN BROTHERS INTERNATL. EUROPE 177,316 2.34% Nom. GBR

GOLDMAN SACHS & CO - EQUITY 172,400 2.28% Nom. USA

BANK OF NEW YORK, BRUSSELS BRANCH 107,100 1.42% Comp. GBR

KBL EUROPEAN PRIVATE BANKERS S.A. 100,000 1.32% Comp. LUX

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

R AND S FAIRBANKS IRREVOCABLE TR 88,658 1.17% Comp. USA

Total number owned by top 20 6,477,761 85.60%

Total number of shares 7,567,381 100%

Shares quoted at OTC under“FPSO” ticker

666

Current projects

FPSO conversion ongoing, deepwater technology being developed

“DeeP Producer 1” (DPP1); Panamax shuttle tanker “Laurita”,

built Tsuneishi Japan 1981, entered Drydocks World Dubai

May 2007 for conversion to Dynamic Positioning FPSO with

Disconnectable Riser Buoy (DRB™).

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

“Semakau”, built Koyo Japan 1988, acquired July 2008.

Conversion design prepared for Dynamic Positioning FPSO.

Applications including flexible risers using own DRB™ system

or rigid riser in work-over configuration. Long lead items and

yard slot secured.

777

Target market areas

FPSOcean head officeFPSOcean sales officePartner offices

Extended well testing and early production

Deepwater marginal field developments

Field developments in hurricane areas

FPSOcean head officeFPSOcean sales officesPartner offices

888

FPSOcean has agreements in place with two highly credible offshore operators in order to serve

oil companies world-wide with priority to HSE and uptime

Both companies have long standing operating relationships with key clients and excellent HSE

record

FPSOcean in house operations management, systems and resources under development

Partnership with reputable offshore ship manager & process operator

FPSO technical management & operations

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

99

DeeP Producer 1

Purpose built for ultra deep water extended well testing, early production and marginal field development

Riser systems developed for single well and multiwell appplications ranging from 250 to 2500 m.w.d.

Proven technology and components applied to meet deepwater field development challenges

Generic conversion nearing completion

1010

Deepwater technology applications

Disconnectable Riser Buoy (DRBTM )

DNV approvals

Extensive swivel qualification testing and FAT testing completed

All shipboard equipment installed on vessel

Technology jointly developed and owned by FPSOcean and Scana, patent pending

Multiriser (5 x 8” + 5 x umbilical) disconnectable buoy for ultra deep water

5-path high pressure swivel with improved sealing redundancy for higher availability and qualified for gas service

1111

Deepwater technology applications

DNV DYNPOS-AUTR (IMO DP Class 2)

Reliable and experienced suppliers, Schottel and Kongsberg

Fully redundant power supply and utilities

Thruster rooms complete, receptacles and drives installed in ship, underwater units delivered for installation during commisioning phase

Dynamic Positioning (DP)

1212

DeeP Producer 1 - status Sept 2008

Swivel-stack with QC/DC lifted in moon-pool 11th July

Major milestones reached

Upper DRB Gantry

From the bridge – turbines, moon pool/gantry, process

1313

DeeP Producer 1 - status Sept 2008

Generic Process plant for 40.000 bopd @35 API

Lifted on ship February 2008

Module mech.complete September 2008

Power plant, 2 x17 MW dual fuel Siemens Gas Turbines

Lifted on ship February 2008

Module mech.complete in October 2008

M 20 and 80/90 modules

1414

DeeP Producer 1 – status Sept 2008

DeeP Producer 1 Project 100 91,9

Preliminaries 14 89,1Engineering 95 %

Topside Modules 26 99,7

Dis-connectable Riser Buoy 12 94,9

Vessel Conversion 44 87,9Material deliveries 98 %

Commissioning/ sea trials 4 0,0

Overall progress - baseline March 2008

Actual progress

”sail away”under reviewOverall cost under review

% of total conversion

1515

DeeP Producer 1 - way forward

Overall Objective:Validate the final cost and date for completion of DPP1Structure Cash-flow and manage payments Qualify plan and activities to achieve the agreed targets

Focus Areas:Suppliers

Ensure that main critical suppliers are providing FPSOcean with continued services as per contract and to FPSOcean’s satisfactionSave on costs and optimize cash-flow

Construction work and site activitiesFinal definition of the remaining work and costs associatedImprove contract and secure completion by DWD on agreed final costs and schedule

OrganizationReview performance and implement required changes in organization and processes to make sure we have drive and focus to meet targets

Completion plan to de-risk cost and schedule

161616

DeeP Producer 1 - way forward

Major future milestones completion dates

Dis-connectable Buoy delivery: end September 08

Swivel stack installed and mechanical complete: mid October 08

DPP1 overall mechanical complete: Under review

Commissioning complete: Under review

Critical activities

Electrical cable pulling and terminations

Piping installations

Completing the Living Quarter and Central Control Room

Activities to secure schedule

Define schedule milestones and negotiate Construction completion

Strengthen site team

Ensure availability of construction crew

Negotiate critical suppliers commitment to Schedule

Remaining work / scope

171717

DeeP Producer 2 - status Sept 2008

1818

DeeP Producer 2 - status Sept 2008

Semakau delivered on July 28, 2008Resold to investorgroup with bareboat charter and repurchase optionLaid up in Fujairah awaiting commencement of FPSO conversion

Siemens gas turbines completed Sale and repurchase arrangement in preparationTo be stored at Siemens Finspong – SwedenDelivery extended to June 2009

Schottel thrusters near completionFabrication completion expected by Dec 2008To be stored in Hamburg – GermanyDelivery extended to June 2009

Conversion slot agreed with Dubai World Drydocks

Preparations ongoing for client reimbursable FEED study to define FPSO specific configuration, cost and schedule

Vessel and long lead items secured and financed until mid 2009

18

19

Market fundamentals remain strong

Increased need for Extended Well TestingTo increase understanding of more complex reservoirs including sub salt, heavy oil and HPHT challengesOptimize development solutions for high cost deepwater developments

Increased need for Early ProductionBenefit from early cash flow

Improve financial viability of high capex deepwater developments

Gain additional reservoir knowledge during development phase for field life optimization

Meet challenging deadlines for “first oil” often required by governments

Marginal and hurricane field developmentAllow marginal fields with short life span to be developed

Improve financial feasability for marginal field development

Increased cost and delivery times for installations and mooringsVessel dynamic positioning can be amortized over life of vessel, not life of field

19

Market drivers for DP FPSOs in the deepwater segment

20

Market fundamentals remain strong

High near term demand for FPSOs resulting from a number of deepwater fields being developed

high oil prices and lower reserves driving client schedule

Few FPSO’s available for deepwater prospectsmany new FPSO conversions delayed

few FPSOs designed specifically for multiple deepwater fields

Higher capex and increasing operating costs pushing day rates upwardsEBITDA contribution and capital return multiples likely to remain intact

20

Overall financial viability remains intact

2121

FPSOcean value propositions

Attractive schedule for “first oil”The DeeP Producer 1 is nearing completion DeeP Producer 2 is well positioned for fast track conversion/early delivery

Minimum installation cost

No mooring cost makes our DP based FPSOs cost efficient and competitive in the deepwater segment and/or for shorter assignments

Faster relocation

No mooring allow for simpler and faster hook up and decommissioning, reducing non productive time between locations

Flexible process facility

Allowing a wide spectra of well fluids to be processed, facilitating relocation of FPSO without major process plant modifications

Experienced and capable organization

Broad experience and know-how in marine and oil & gas project development and operations

21

22

Major contract prospects in progress

Field 1 Field 2 Field 3 Field 4

Type EWT Marginal EWT/EP EP

Water Depth meters

1000-2500 350 1550 1450

Wells 1-2 3-6 1-6 2-3

Oil Prod. bbl/day

15-25.000 40.000 30.000 40.000

Mobilization 3Q 2009 3Q 2009- 1Q 2010

3Q 2011 4Q 2009

Contract terms years

4-6 4-6 and options

3-5 and options

2 and options

Customer driver

Need EWT soon

Schedule and disconnect

Schedule Schedule

232323

Financial situation – funding raised

Total funding raised approx. NOK 1.9 billion (about USD 330 million)

EquityNOKM 560 (approx. USD 95 mill) from equity issues (Feb, Jun, Dec 06)

NOK 332 mill (approx USD 60 mill) allocated to DP Producer AS (DeeP Producer 1)

NOK 200 mill (approx USD 35 mill) allocated to DP Offshore AS (DeeP Producer 2)

Debt financing (DPP1)USDM 75, 2nd priority 5 year bond w/ call options (Dec 06)

NOKM 210 (approx. USD 37 mill), unsecured 2 year bond w/call option (Jul 07)

USDM 50, 1st priority bank constr. loan incl USD 5 mill post completion w/c (Aug 07)

NOKM 175 (approx USDM 33), unsecured 3 year convertible bond (Feb 08)

Strike price at NOK 72 per share

Debt derivates (DPP2)USDM 20 vessel financing (Jul 08)

Sale/leaseback (bareboat) over 18 months with investor group including existing shareholders

USDM 17 turbine financing (to be completed)

Sale/repurchase transaction over 10 months with bank

USDM 10 thruster financing (Aug 08)

Seller’s credit – extended delivery to June 2009

2424

New funding

Completion plan being executed to de-risk schedule and cost

Discussions with lenders and equity investors are ongoing

Pareto mandated as financial advisor to assist in structuring

financial transaction(s) to raise required capital

DPP2 funding requirement significantly reduced through several

recent dept derivates transactions for core assets

Additional funding is required to complete vessel

2525

Summary

Deep Producer 1 near completionManageable remaining execution risk

Attractive availability for schedule driven prospects

Technical risk has been reduced substantially and is being managed

Financial viability intact as day rates are likely to reflect overall higher capex and operating cost in the market

A good completion definition of Deep Producer 1 will facilitate funding to complete the FPSO conversion

Further growth secured through ”Semakau” being well positioned for conversion to DeeP Producer 2

Strong portfolio of market leads and discussions ongoing with oil majors

25

2626

Appendices

Value statement

Financials

Corporate structure

Management and Director summaries

26

272727

Value statement

Respect for Health, Safety, Security and Environment shall always have first priority

in all operations

All company activities shall be founded on critical corporate culture drivers

including:

Appreciation of our place in the oil field development value chain

Promote engagement in company and customer objectives

Co-operation across organisational hierarchy and professional background

Ethical behaviour in all business dealings

Deliver prime return to shareholders by developing novel technical solutions for

growth areas within global oil & gas offshore field developments

“Offshore vs. Shipping”; nurturing an organisational culture of team spirit,

inspiration by sharing success, clarity in command lines and delivery expectations,

yet keeping the entrepreneurial approach to challenges

Enjoy career development and have fun at work

282828

2008 Q2 financials

Consolidated profit & loss in USD Q2 30. June 31. December2008 2007

Income 0 0 0

Salary and staff costs 1 640 060 3 187 374 3 520 251Depreciation and write-downs 87 878 170 810 197 139Other operating costs 1 819 188 2 961 877 3 544 604Operating result -3 547 126 -6 320 061 -7 261 994

Financial income 2 396 066 5 143 937 8 238 075Financial costs -1 521 213 -5 245 870 -5 417 469Net financial items 874 853 -101 933 2 820 606

Result before tax -2 672 273 -6 421 994 -4 441 388Tax 43 918 43 918 0Net result -2 716 191 -6 465 912 -4 441 388

292929

2008 Q2 financials

Consolidated balance sheet in USD 30. June 31. December2008 2007

ASSETSFixed assetsTangible fixed assets 201 944 620 149 679 996Intangible fixed assets 245 803 287 577Pensions 268 845 0Prepaid investments 36 681 705 16 256 514Total fixed assets 239 140 973 166 224 087Current assetsReceivables 1 326 876 1 729 142Derivative contracts 1 359 746 1 894 498Cash and cash equivalents 30 656 945 65 845 546Total current assets 33 343 567 69 469 186

Total assets 272 484 540 235 693 273

303030

2008 Q2 financialsConsolidated balance sheet in USD 30. June 31. December

2008 2007EQUITY AND LIABILITESShareholders equityShare capital 2 978 932 2 797 036Share premium account 107 127 806 100 586 497Other paid-up capital 3 893 950 536 246Other reserves -21 974 922 -14 097 929Retained earnings (accumulated losses) -13 428 391 -6 962 479Total equity 78 597 375 82 859 371

Long-term liabilitiesBond issue 148 777 425 114 738 194Pensions and similar commitments 0 26 864Total long-term liabilities 148 777 425 114 765 058Short-term liabilitiesSupplier and other short-term liabilities 45 065 822 38 068 844Tax payable 29 524 0Deferred tax 14 394 0Total short-term liabilities 45 109 740 38 068 844

Total liabilities 193 887 165 152 833 902

Total equity and liabilities 272 484 540 235 693 273

313131

Corporate structureFPS Ocean AS shares quoted at OTC, Oslo under “FPSO” ticker

FPSOcean AS

DP Producer AS DP Offshore AS SPC No. 3

FPSO Management ASOslo, Rio, Houston, Dubai

MT ” Laurita””DeeP Producer 1”

MT ”Semakau””DeeP Producer 2”

323232

Einar Saunes (1955), acting CEO and Project Director25 years extensive management experience from offshore, energy and construction industries Aibel, Alstom, ABB

Christian Mowinckel (1954), Chief Financial Officer25 years senior management experience from offshore, energy and finance industriesOcean Rig, Kværner, Elkem, DnB NOR

Kjetil Bruun-Olsen (1956), Vice President, Projects & Operations12 years offshore and 12 years shipping experience Fred. Olsen, Star Refer, Neptun

Leif O. Aaker (1951), Vice President, Business Development30 years offshore experience Boa Offshore, Fred. Olsen Energy, Golar-Nor Offshore (Petrojarl)

Ola Often (1956), Vice President, Technology25 years offshore engineering experienceFred. Olsen, PGS, ABB

Extensive management, offshore, shipping and oil service experience from senior individuals

Company management

333333

Erland P. Bassøe, Co-founder & Chairman25 years offshore experienceSeajacks, Floatel International, Scorpion Offshore, Frontier Drilling, ODS-Petrodata, Bassoe Offshore

Jan R. Næss, Director25 years of shipping and offshore market research and investment experienceNorthern Navigation Intl, NFC Shipping Funds, R.S.Platou Asset Management, R.S. Platou Research

Tone Wille, Director20 years experience from industrial companiesPosten, Norfund, Elkem, Kværner

Felix H. Tschudi, Director20 years experience in shipping and offshoreTschudi & Eitzen, Tschudi Shipping Company, International Transport Contractors, Estonian Shipping Company

Gro Baade-Mathiesen, Director26 years offshore experienceAibel, ABB, Aker, Kværner

Substantial experience in founding offshore ventures, running world class shipping and oil service contractors and financial management

Board of Directors