Company profile investor presentation

Offering Deepwater Floating Production Systems

www.fpsocean.com

Disclaimer forward looking statements

This presentation has been prepared by FPS Ocean AS (FPS Ocean or the Company) solely for the Companys 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 Companys 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.

Company introduction
FPS Ocean was established in 2005 by individuals with substantial experience in founding and running world class oil service contractors
The FPS Ocean vision is to become a significant niche player in the global market for floating production systems in deep to ultra deep waters Our business model is to build, own and operate Floating Production Systems FPSOcean is offering FPSO solutions for expedient development of deepwater reservoirs using cost effective Dynamic Positioning systems with safe, reliable and innovative technology We are currently converting a shuttle tanker to a Dynamic Positioning FPSO for extended well testing, early production and/or deepwater field developments and has acquired vessel number 2 and also long lead items The company has a goal of developing a fleet of 4-5 units over the next 4-6 years Main office in Oslo, sales offices in Rio de Janeiro and Houston

Company management
Substantial experience in founding & running world class oil service contractors
Erland P. Basse (1957), Co-founder & Chairman
25 years offshore experience
Seajacks, Floatel International, Scorpion Offshore, Frontier Drilling, ODS-Petrodata, Bassoe Offshore

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

25 years offshore experience Fred. Olsen Production, Aker, Stolt, Kvrner

Christian Mowinckel (1954), Chief Financial Officer

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

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

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

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

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

Ola Often (1956), Vice President, Technology

25 years offshore engineering Fred. Olsen, PGS, ABB

More details in appendix

Company management
Corporate structure
FPS Ocean AS Norway

FPSO Management AS Norway Management personnel

FPSO Operations Ltd. TBN Operational personnel

FPSOcean do Brazil Ltda. Rio, Brazil Marketing office

DP Producer AS Norway DeeP Producer 1

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DP Offshore AS Norway DeeP Producer 2

DP Floater AS TBN DeeP Producer 3

Projects
FPSO conversion ongoing, deepwater technology being developed
DeeP Producer 1 (DPP1); Panamax shuttle tanker Nordic Laurita, built Tsuneishi Japan 1981, delivered in July 2006, dry-

docked and classed August 2006, entered Dubai Drydocks May

2007 for conversion to Dynamic Positioning FPSO. Ready for First Oil 3Q 2008.

DeeP Producer 2 (DPP2); Double sided Aframax tanker

Semakau Spirit, built Koyo Japan 1988, purchased for delivery

July 2008. Slots secured with Dubai Drydocks for conversion August 2008, ready for First Oil 1Q 2010. Long lead items secured.
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Technology
Key components securing operational versatility in deep waters
Disconnect-able Riser Buoy (proprietary technology jointly owned with Scana Industrier) 2 x 17 MW Dual Fuel Gas Turbines (Siemens SGT-500) 4 x 3.8 MW Azimuth Thrusters (Schottel SRP 4040 LSU) Kongsberg DP system (DP-2)

Technology
Disconnectable Riser Buoy (DRB TM)
The DRBTM (patent pending NO, PCT and US) is developed & owned jointly by FPSOcean & Scana An internal turret with an active turning drive controled by the vessel ICS/heading control.

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

A 5-path fluid toroid swivel + multipath hydraulic swivel and electric swivel. Buoyancy to carry riser weight, self weight and clump weight. (Weight 230 tonnes, maximum buoyancy 500 tonnes) Quick dis-connect for operational safety (< 45 seconds) Controlled dis-connect for Hurricane escape Dis-connected DRBTM stabilised in 40-70 m below surface

Scana has system responsibility and is currently performing full qualification testing
Certification by DnV

Operations
Partnership in place with reputable offshore ship managers
FPSOcean has established operating partnership with highly credible offshore
FPS operators in order to serve oil companies world-wide

Bibby Offshore Limited, Aberdeen Greystar Corporation, Houston

Both companies have long standing operating relationships with key clients

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

Shareholders
20 largest shareholders March 2008
Investor BEAR STEARNS SECURITIES CORP. SUNDT AS BASS INVEST AS Number of shares 1,217,082 820,000 525,193 % of total 16.08% 10.84% 6.94% Type Nom. Comp. Comp. Country USA NOR NOR

GBR

NOR

FAIRBANKS JONATHAN BARCROFT

DEUTSCHE BANK (SUISSE) S.A. TITLIS AS NORTHERN NAVIGATION INT. NEXUS CAPITAL AS

412,792
371,520 271,066 270,666 270,022

5.45%
4.91% 3.58% 3.58% 3.57%

Priv.
Comp. Comp. Comp. Comp.

USA
CHE NOR LBR NOR

USA

MORGAN STANLEY & CO INTL PLC

KLAVENESS INVEST AS BANK OF NEW YORK, BRUSSELS BRANCH GOLDMAN SACHS INT. - EQUITY CANICA AS ODIN OFFSHORE LEHMAN BROTHERS INTERNATL. EUROPE GOLDMAN SACHS & CO - EQUITY BANK OF NEW YORK, BRUSSELS BRANCH KREDIETBANK S.A. LUXEMBOURGEOISE ING.ONSRUD AS R AND S FAIRBANKS IRREVOCABLE TR Total number owned by top 20 Total number of shares

258,200
246,500 244,700 204,000 203,600 201,000 177,316 172,400 107,100 100,000 97,478 88,658 6,259,293 7,567,381

3.41%
3.26% 3.23% 2.70% 2.69% 2.66% 2.34% 2.28% 1.42% 1.32% 1.29% 1.17% 82.71% 100%

Nom.
Comp. Comp. Nom. Comp. Comp. Nom. Nom. Comp. Comp. Comp. Comp.

GBR
NOR GBR GBR NOR NOR GBR USA GBR LUX NOR USA

Board of Directors: Erland Basse, Chairman*

Felix H. Tschudi**
Jan R. Nss*** Tone Wille Gro Baade-Mathiesen

FPS Ocean AS shares quoted at OTC, Oslo under FPSO ticker

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Source: Manamind

Finance funding in place

Total funding raised approx. NOK 1.7 billion (about USD 300 million)
Equity NOKM 560 (approx. USD 90 mill) from equity issues (Feb, Jun, Dec 06)
NOK 332 (approx USD 57 mill allocated to DP Producer AS (DeeP Producer 1)

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

Debt NOKM 210 (approx. USD 33 mill), unsecured 2 year bond w/call option (Jul 07) USDM 75, 2nd priority 5 year bond w/ call option (Dec 06) USDM 50, 1st prirority bank construction loan incl USD 5 mill post completion working capital (Aug 07) NOKM 175 (approx USDM 32), unsecured 3 year convertible bond (Feb 08)
Strike price at NOK 72 per share

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Finance uses and sources

DPP1 fully funded
USD mill

DeeP Producer 1 conversion Overall budget* Vessel FPSO conversion Management/operation Finance Contingency 239 11 181 10 22 15 Funding Equity (NOK) 2 yr bond loan (NOK) 5 yr bond loan (USD) 1 yr bank loan (USD)** Convertible bond 240 57 33 75 45 31

DeeP Producer 2 standby Committed to date Vessel Long lead items Project mgt / engineering
* **

70 23 43 3

Funding Equity (NOK)***

33 33

conversion only - start up, mobilization and hook up cost not included additional USD 5 mill for post completion working capital is available under bank loan

*** additional USD 37 mill equity/loan required to finance full payment of existing commitments
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Q4 preliminaries in appendix

FPSO market drivers

Increased demand for deepwater field development
High level of deepwater drilling activity High ratio of deepwater discoveries

Deepwater production to follow the deepwater drilling surge Traditional mooring systems very expensive in deep water Need for innovative solutions

More details in appendix

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FPSO market drivers

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

The general knowledge about the geology in the new deepwater frontiers are low and there is few references Costs of new deepwater developments are expensive and optimized solutions are therefore required

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

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

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

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FPSO market drivers - the DP FPSO

The Dynamic Positioning FPSO a versatile response to new requirements
Dynamic Positioning (DP) systems have proved very favourable in subsea construction, drilling and shuttle tanker segments 20 years successful experience with Seillean DP FPSO in UK and Brazil DP FPSO requires ability to disconnect risers in case of DP failure/power black-out The same technology is valid for shut down and demobilisation in hurricane areas

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Target markets for FPS Ocean

Deepwater and/or hurricane areas

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DeeP Producer 1 - design specification

DnV class notation 1A1 Ship Shaped Oil Production and Storage Unit, DYNPOS-AUTR (DP-2), PROD 400,000 barrels storage (98% ex. slops); 323,000 with double sides Production capacity 60,000 bpd, 40,000 bopd Prepared for Water Injection and Gas Injection Operational envelope ~ 6.0 meters significant wave height Moon-pool area for Riser inlet; Disconnect-able Riser Buoy 3 off 8 production risers, 5000 psi

1 off 8 water injection riser, 5000 psi

1 off 8 gas lift/service riser, 5000 psi 5 off control/service umbilicals/misc lines 2 x 17 MW Dual Fuel Gas Turbine Power gen 4 x 3.8 MW Azimuth thrusters Bow tunnel thruster CPP propulsion on main engine (existing system) Accommodation 56 pob
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DeeP Producer 1 generic configuration

18

DeeP Producer 1 full field development

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DPP1 project execution main contracts

Power Module (Gas Turbines) Gas Turbines by Siemens, Sweden Electrical Distribution System by Siemens, Norway Power Module Design by Inocean Fabrication and Assembly by Lamprell Offloading System: Hawser Winch and Offloading Reel by Scana Offloading Hose by Trelleborg

Disconnectable Riser Buoy (DRB): Engineering, Procurement and Construction (EPC) by Scana Structural parts sub-contracted to DDD and LEL Process Module: Engineering / Procurement Assistance by Expro/SPS Procurement by FPSOcean Fabrication by Lamprell

Vessel Conversion: Structrual and Marine Systems Engineering by Inocean / Maritec Detailed Deck Arrangement by Icepronav EIT Engineering, Power Distribution and Control System by Siemens, Norway Procurement of equipment by FPSOcean Vessel Conversion by Dubai Drydocks

Thrusters Thrusters by Schottel, Germany Thruster Drives by Siemens, Norway Thruster Control System by Kongsberg Maritime

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Construction hub Dubai

Conversion Dubai Drydocks; Process plant construction Lamprell
Dubai Drydocks, Conversion references: Saipem Golfinho FPSO VITORIA LEL DDD Fred. Olsen Production FPSO Knock Adoon, FSO Knock Nevis BW Offshore (Bergesen) FSO Berge Pioneer SBM FPSO Mystras, FPSO Xikomba Woodside FPSO Cossack Pioneer

Lamprell, Process construction references: Saipem Golfinho FPSO VITORIA process modules BW Offshore KMZ process modules SBM Xikomba FPSO Atlantic process modules SBM Zafiro FPSO Eagle process modules SBM Turret Mooring Buoys

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DeeP Producer 1 - project status

Hull conversion at Dubai Dry Docks

Hull Conversion August 2007

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Hull Conversion January 2008

DPP1 - project status February 2008

Status delivery various equipment & modules
Firewater Pumps, Seawater Cooling Pumps, Bilge Pumps Delta-P, Norway Drdrene Dahl AS, Norway Alfalaval, Norway APV, Denmark Nordsafe, Norway Delivered Partly delivered, procurement ongoing Delivered Delivered Delivered Ordered, fabrication ongoing Draka, Norway Nordtech, Denmark TMC, Norway Jotun & SevenSeas Krohne, Netherlands Lamprell Acta, Denmark 90% delivered Delivered Delivered Frame agreements placed Delivered Delivered Delivered

Valves for the Marine Systems

Diesel Fuel Separators Heat Exchangers

Lifeboats, Workboat
Emergency Generator Module Electrical and Instrument Cables Fresh Water Maker Air Compressors and Dryers Surface Protection (Paint & Anodes) Fiscal Metering System Extension to Accommodation Pedestal Crane Sewage Treatment Marine System Instruments

Hamworthy, UK
Autek, Norway AC Marine, Norway

Delivered
PO placed PO placed

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HVAC for Thruster Rooms, Moon-Pool and Mid-ship Pump Room

DPP1 - project status February 2008

Lifting of Process Module M20 from barge onto DeeP Producer 1

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DPP1 - project status February 2008

Landing/Hooking up Process Module M20

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DPP1 - project status February 2008

Lifting of Power Module M80/90

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DPP1 - project status

M20 and M80/90 modules successfully mounted onto DeeP Producer 1

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Semakau Spirit - DeeP Producer 2 (DPP2)

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DPP2 outline design basis

Double sided CAPI rated Aframax built Japan 1988, delivery July 2008
DnV class notation 1A1 Ship Shaped Oil Production and Storage Unit, PROD, DYNPOS-AUTR Operational envelope > 6.0 meters significant wave height, ULS 10 meters significant Production capacity 90,000 bpd total fluid, 60,000 bopd API 15 to 40 Prepared for Water Injection and Gas Lift/Gas Injection Storage capacity: 600,000 barrels 2 off 17 MW Dual Fuel Gas Turbine Power generation 5 off 3.8 MW Azimuth thrusters Operating water depth 150 to 3000 meters Risers: 5 off 8 production or injection risers Up to 5 service lines

Total riser weight capacity 250 t

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DPP2 - general arrangement

Similar to DeeP Producer 1: Hydrocarbons forward, non-hazardous areas aft

From forward:
Flare tower KO drum M10 future gas export/reinjection/GTL M20 Process and gas fuel module

M30 Field specific subsea/chemical injection module

M40 Inlet manifold M50 Turret area M60 Future water injection M70 Boiler module M80 Power generation module M90 Switchboard module Accommodation with safe area/lifeboats Aft deck with emergency generator and offloading system

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Helideck

DPP2 project status February 2008

Long lead items secured targeting First Oil by 1Q 2010
Semakau Spirit purchased for delivery July/August 2008

Yard slot secured with Dubai Drydocks

2 Dual Fuel Gas Turbines purchased from Siemens 5 azimuth thrusters purchased from Schottel Project definition, engineering and vendor bidding ongoing Dialogue with oil companies, several prospects identified

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Summary
Unique business plan differentiated by deepwater technology DeeP Producer 1 is under conversion and available for First Oil Q3 2008 DeeP Producer 1 conversion project fully funded Vessel for DeeP Producer 2 has been purchased and yard slot and long lead items secured FPS Ocean is in the process of establishing an organisation to ensure safe and

timely operations of two FPSOs

Strong shareholder base

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Appendices

Organization Market drivers Q4 (preliminary) financials

33

Company management
Management structure
CEO G.S. Onsrud

CFO C. Mowinckel

VP. Technology Ola Often

Compliance Manager / QA Manager

HR Manager

VP. Bus Dev L.O. Aaker

VP Projects & Ops K. Bruun-Olsen

Sales & Marketing Oslo

DeeP Producer 1

DeeP Producer 1

Sales Office Rio de Janeiro

DeeP Producer 2

DeeP Producer 2

Sales Office Houston

Project Execution

Operation

Total about 55 staff of which about 30 in Oslo and about 25 in Dubai

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Bibby Offshore Ltd GreyStar Corp.

Company management
Management structure
CEO G.S. Onsrud

CFO C. Mowinckel

VP. Technology Ola Often

Compliance Manager / QA Manager

HR Manager

VP. Bus Dev L.O. Aaker

VP Projects & Ops K. Bruun-Olsen

Sales & Marketing Oslo

DeeP Producer 1

DeeP Producer 1

Sales Office Rio de Janeiro

DeeP Producer 2

DeeP Producer 2

Sales Office Houston

Total about 55 staff of which about 30 in Oslo and about 25 in Dubai

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Company management
Site team organization
PR CONTROL MNGR CONSTRUCTION MNGR Ove Jahnsen Project Engineer

Planner Quantity Surveyor LEL

Quantity Surveyor DDD

Logistics Coordinator

Document Controller

Project Site Secretary

HSE Inspector

SITE MANAGER LEL

SITE MANAGER DDD

MC/COMM. MANAGER

Clerk/ doc controller

Marine Superintendent

Commissioning team

EI&T Lead

Technical Superintendent Surface Treatment Jotun Structural Inspector

EI&T Inspector

Struc/Piping/Mech Surface Treatment Jotun

Structural Inspector

EI&T Lead

9 9

Mechanical/piping Lead

FPSO market drivers

Significant increase in deepwater drilling

37

FPSO market drivers

70% of floating production spend to be in deepwater

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Financials Q4 financial statements

Unaudited preliminary accounts DPP1 and 2 project costs (incl. finance cost) capitalized in balance sheet
Consolidated profit & loss in USD Q4 2007 75 712 1 145 695 107 974 53 966 0 1 029 304 -2 261 227 1 901 224 -1 591 933 309 291 -1 951 936 0 -1 951 936 Year to date 2007 75 712 3 519 377 197 137 126 017 0 2 509 106 -6 275 925 8 359 590 -6 471 904 1 887 686 -4 388 239 0 -4 388 239 Full year 2006 145 279 927 28 42 190 1 635 -2 679 667 838 980 231 406 843

Income Administrative expenses Depreciation and writedown Cost of rent Other losses Other expenses Operating result Financial income Financial expenses Net financial expenses Profit before tax Income tax expenses Net result

757 040 -670 451 86 589 -2 593 254 12 489 -2 605 743

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Financials Q4 financial statements

Unaudited preliminary accounts Robust balance sheet with 28% cash and 35% equity ratio
Consolidated balance sheet in USD ASSETS Non-current assets Property, plant and equipment Intangible assets Deferred taxes Current assets Trade and other accounts receivable Derivatives Cash and cash equivalents Year to date 2007 31. December 2006

165 528 098 170 931 0 165 699 029 2 1 65 70 301 894 845 041 802 498 539 839

34 426 956 55 626 0 34 482 582 594 694 2 964 002 133 412 928 136 971 624 171 454 206

Total assets EQUITY Equity allocated the companies shareholders Issued capital Share premium Other reserves Retained earnings Result LIABILITIES Non-current liabilities Interest-bearing loans and borrowings Current liabilities Trade accounts and other payables Income tax payable Loan

235 740 868

2 101 -14 -2 -4 82

797 122 099 521 388 910

036 742 541 090 239 908

2 87 -2 -2

588 762 518 090 0 84 775 742

419 012 135 521

114 738 194 114 738 194 38 091 766 0 0 38 091 766 152 829 960 235 740 868

76 724 645 76 724 645 5 393 819 0 4 560 000 9 953 819 86 678 464 171 454 206

Total liabilities

40

Total Equity and Liabilities