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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE IN ANY DOUBT AS TO HOW TO DEAL WITH IT, YOU SHOULD CONSULT YOUR LEGAL, FINANCIAL OR OTHER PROFESSIONAL ADVISER AS SOON AS POSSIBLE.

RECOMMENDED CASH OFFER Bidder’s Statement for the recommended cash offer by:

SvitzerWijsmuller A/S (Company CVR No 43 26 60 12)

through its wholly owned subsidiary SvitzerWijsmuller Marine Pty Ltd (ACN 120 555 375)

To purchase all of your ordinary shares in:

Adsteam Marine Limited (ABN 87 065 888 440)

Consideration of A$2.54 cash per Adsteam Share Adsteam Directors unanimously recommend you ACCEPT the Offer (in the absence of a higher offer once the regulatory conditions to the Offer have been satisfied or waived). SvitzerWijsmuller Offer Information Line: 1300 650 907 from within Australia or +613 9415 4265 from outside Australia, between 9am and 5pm (AEST) Monday to Friday. Adsteam Offer Information Line: 1800 24 23 00 from within Australia or +612 9207 3622 from outside Australia, between 8am and 6pm (AEST) Monday to Friday. The Offer is dated 26 July 2006 and will close at 7pm (AEST) on 29 September 2006, unless extended.


Bidder’s Statement Important Notices This Bidder’s Statement is given by SvitzerWijsmuller Marine Pty Ltd (ACN 120 555 375) (“SvitzerWijsmuller”) (a wholly owned Subsidiary of SvitzerWijsmuller A/S (Company CVR No 43 26 60 12), a Danish incorporated company) to Adsteam Marine Limited (ABN 87 065 888 440) (“Adsteam”) under Part 6.5 of the Corporations Act and sets out certain disclosures required by the Corporations Act together with the terms of the Offer to acquire your Adsteam Shares. This Bidder’s Statement is dated 7 July 2006. It includes an Offer dated 26 July 2006 on the terms set out in Appendices 1 and 2 to this Bidder’s Statement.

indicated, suggested, proposed or implied by the forward looking statements. None of SvitzerWijsmuller or its related bodies corporate, any of their officers, or any person named in this Bidder’s Statement with their consent or any person involved in the preparation of this Bidder’s Statement makes any representation or warranty (either express or implied) as to the accuracy or likelihood of fulfilment of any forward looking statement, or any events or results expressed or implied in any forward looking statement. You are cautioned not to place undue reliance on those statements.

DEFINED TERMS

Except as may be required by applicable law, none of SvitzerWijsmuller or its related bodies corporate undertake any obligation to update publicly or release any revisions to these forward looking statements to reflect events or circumstances after the date of this Bidder’s Statement, or to reflect the occurrence of unanticipated events.

Terms used in this Bidder’s Statement are defined in the Glossary (see section 9 of this Bidder’s Statement).

NOTICE TO FOREIGN SHAREHOLDERS

A copy of this Bidder’s Statement was lodged with ASIC on 7 July 2006. ASIC takes no responsibility for the content of this Bidder’s Statement.

INVESTMENT DECISIONS This Bidder’s Statement does not take into account the individual investment objectives, financial situation or particular needs of each Adsteam Shareholder. You should consider seeking independent financial and taxation advice before making a decision as to whether or not to accept the Offer.

DISCLOSURE ABOUT FORWARD LOOKING STATEMENTS Statements in these materials that are not historical facts are “forward looking statements”. This Bidder’s Statement may contain forward looking statements with respect to Adsteam’s financial condition, results of operations, business strategies, operating efficiencies, competitive position, growth opportunities for existing services, plans and objectives of management, markets for stock and other matters. You should be aware that such statements including, among others, those relating to the future business prospects, revenues and income of Adsteam are only predictions and are subject to inherent risks and uncertainties. Forward looking statements, wherever they may occur in this Bidder’s Statement, are necessarily estimates reflecting the best judgment of the senior management of the SvitzerWijsmuller Group. Actual results or events may differ materially from those

The distribution of this Bidder’s Statement may, in some countries, be restricted by law or regulation. Accordingly, persons who come into possession of this Bidder’s Statement should inform themselves of and observe these restrictions.

INTERNET SITES Both SvitzerWijsmuller A/S and Adsteam maintain internet sites. The SvitzerWijsmuller A/S internet site is at the URL (http://www.svitzerwijsmuller.com). The Adsteam site is at the URL (http://www.adsteam.com.au). Information contained in or otherwise accessible through these internet sites is not a part of this Bidder’s Statement. All references in this Bidder’s Statement to these internet sites are inactive textual references to these URLs and are for your information only.

QUERIES If you have any questions about this Bidder’s Statement, please contact the SvitzerWijsmuller Offer Information Line on 1300 650 907 (within Australia) or +61 3 9415 4265 (outside Australia), which is available Monday to Friday between 9am and 5pm (AEST). As required by the Corporations Act, calls to the SvitzerWijsmuller Offer Information Line will be recorded. Further information relating to the Offer can be obtained on SvitzerWijsmuller A/S’ website (http://www.svitzerwijsmuller.com).


Contents Letter from SvitzerWijsmuller A/S

ii

Why you should accept the Offer

iv

1

Overview of the Offer

1

2

Information on SvitzerWijsmuller A/S and the Bidder

5

3

Information on Adsteam

8

4

SvitzerWijsmuller’s intentions

10

5

Share capital information

14

6

Funding

15

7

Taxation considerations

16

8

Additional information

18

9

Glossary

23

10 Approval of Bidder’s Statement

26

Appendix 1 – Formal terms of the Offer

27

Appendix 2 – Conditions of the Offer

33

i


7 July 2006

Dear Adsteam Shareholder, We have the pleasure of enclosing an Offer by SvitzerWijsmuller Marine Pty Ltd (“SvitzerWijsmuller”), a wholly owned subsidiary of SvitzerWijsmuller A/S (“SvitzerWijsmuller A/S”), to acquire all of your shares in Adsteam Marine Limited (“Adsteam”). Under the terms of the Offer, Adsteam Shareholders will receive A$2.54 cash per share (inclusive of any dividend, if one is declared or paid). The Adsteam Board has resolved to defer the decision to pay a dividend while it awaits the outcome of SvitzerWijsmuller’s Offer. Recommendation from the Adsteam Board The Adsteam Board has welcomed SvitzerWijsmuller’s Offer and unanimously recommends the bid by SvitzerWijsmuller in the absence of a higher offer. All Adsteam Directors who own Adsteam Shares have confirmed that they will accept SvitzerWijsmuller’s Offer in respect of their personal shareholdings in the absence of a higher offer once the regulatory conditions to the Offer have been satisfied or waived. Benefits of SvitzerWijsmuller’s Offer SvitzerWijsmuller’s Offer provides Adsteam Shareholders with a number of significant benefits: • Certainty of cash; • Immediate value; • A highly attractive premium:

− 25.8% to the volume weighted average price (“VWAP”) of A$2.02 per share on 30 June 2006;

− 30.6% to the one month VWAP of A$1.94 to the close of trading on 30 June 2006; and

− 32.0% to the twelve month VWAP of A$1.92 per share to the close of trading on 30 June 2006;

• Adsteam Shareholders will not incur any brokerage charges (or GST on those charges) on the sale of their Adsteam Shares to SvitzerWijsmuller. Full details of these benefits can be found in this Bidder’s Statement. Adsteam and SvitzerWijsmuller A/S both have strong maritime traditions, similar businesses and share a similar set of values. The Adsteam Group network in Australia, Oceania and the United Kingdom complements the SvitzerWijsmuller Group’s global network, meaning that the businesses have a good strategic fit. The Offer provides compelling value to Adsteam Shareholders and SvitzerWijsmuller believes that there is every reason for Adsteam Shareholders to follow the recommendation of the Adsteam Board and accept SvitzerWijsmuller’s Offer.

ii


Details about SvitzerWijsmuller A/S SvitzerWijsmuller A/S has a history spanning more than 170 years and over this time has developed a market leadership position in a broad range of marine towage, salvage and offshore services. The SvitzerWijsmuller Group operates approximately 305 vessels in 35 countries and employs approximately 2,500 staff. SvitzerWijsmuller A/S is wholly owned by A.P. Moller - Maersk A/S, a worldwide organisation with more than 110,000 employees and offices in over 125 countries. A.P. Moller - Maersk A/S is headquartered in Denmark and is listed on the Copenhagen Stock Exchange. Other information about SvitzerWijsmuller’s Offer The Offer is subject to certain conditions which are set out in this Bidder’s Statement, including SvitzerWijsmuller having received competition approvals in Australia and the United Kingdom, obtaining the necessary Foreign Investment Review Board approval in Australia and SvitzerWijsmuller acquiring a relevant interest in at least 90% of the total number of Adsteam Shares on issue. The Offer is scheduled to close at 7pm (AEST) on 29 September 2006, unless extended. To accept the Offer please follow the instructions set out in this Bidder’s Statement and in the enclosed Acceptance Form. Further details of SvitzerWijsmuller’s Offer can be found in this Bidder’s Statement. If you have any questions about the Offer, please contact the SvitzerWijsmuller Offer Information Line on 1300 650 907 (within Australia) or +61 3 9415 4265 (outside Australia), which is available Monday to Friday between 9am and 5pm (AEST). Yours sincerely, SvitzerWijsmuller A/S

Jesper T. Lok Chief Executive Officer

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WHY YOU SHOULD ACCEPT THE OFFER

1

2

YOUR ADSTEAM DIRECTORS UNANIMOUSLY RECOMMEND THE OFFER

THE OFFER REPRESENTS AN ATTRACTIVE PREMIUM The Offer of A$2.54 cash per Adsteam Share represents a highly attractive premium to a range of Adsteam trading prices prior to the Announcement as well as Adsteam’s Average Broker Price Target.

The Adsteam Board has welcomed the Offer and unanimously recommends the Offer in the absence of a higher offer. All Adsteam Directors, who own Adsteam Shares, have confirmed that they will accept the Offer in respect of their personal shareholdings in the absence of a higher offer once the regulatory conditions to the Offer have been satisfied or waived.

The graph below illustrates the premium reflected in the Offer.

PREMIUM REFLECTED IN SVITZERWIJSMULLER’S A$2.54 CASH OFFER 2.75

SvitzerWijsmuller Cash Offer: A$2.54

2.50

Share Price (A$)

2.25 2.00

25.8% Premium

$2.02

1.75

30.6% Premium

32.0% Premium

$1.94

$1.92

1 Month VWAP to 30 June 2006

12 Month VWAP to 30 June 2006

28.2% Premium

$1.98

1.50

0.00 1 Day VWAP on 30 June 2006

Average Broker Price Target

Note: “VWAP” refers to Volume Weighted Average Price over the indicated period. All premiums and VWAPs have been calculated up until the close of trade on Friday 30 June 2006 (the last trading day prior to the Announcement). Note: “Average Broker Price Target” refers to the average price target of five independent brokers (being all the brokers who SvitzerWijsmuller could reasonably identify as at 30 June 2006 to have prepared price targets for Adsteam in 2006) as detailed in reports published between 23 February 2006 and 26 May 2006 (range: A$1.81 – 2.15). These reports were published, prior to Adsteam’s announcement on 28 June 2006 that it had been awarded a five year emergency services contract by the Australian government. Included in the Average Broker Price Target is the price target of Citigroup Investment Research, the independent research division of Citigroup Global Markets Australia Pty Limited. The price target from Citigroup Investment Research was independently produced by the report’s author(s) and reflects the author(s) own independent opinion as at the date of that report and is subject to change without notice. Such reports by Citigroup Investment Research are made available in Australia to wholesale clients through Citigroup Global Markets Australia Pty Limited (ABN 64 003 114 832 and AFSL No. 240992) and to retail clients through Citigroup Wealth Advisors Pty Limited (ABN 19 009 145 555 and AFSL No. 240813), participants of the ASX group and regulated by ASIC. Citigroup Global Markets Australia Pty Limited is acting as financial adviser to SvitzerWijsmuller in relation to the Offer.

iv


WHY YOU SHOULD ACCEPT THE OFFER

3

4

THE OFFER PRICE IS AT A SIGNIFICANT PREMIUM TO THE HIGHEST DAILY CLOSING PRICE OF ADSTEAM SHARES IN THE THREE YEARS PRIOR TO THE ANNOUNCEMENT

YOU WILL RECEIVE CERTAIN, IMMEDIATE VALUE FOR YOUR ADSTEAM SHARES The Offer of A$2.54 cash per Adsteam Share provides certainty of cash and immediate value to Adsteam Shareholders (subject to the conditions of the Offer being satisfied or waived).

The graph below benchmarks the daily closing share price of Adsteam Shares over the three-year period to 30 June 2006 (being the last date that Adsteam Shares traded prior to the Announcement) against the Offer price of A$2.54 per Adsteam Share.

CLOSING SHARE PRICE HISTORY VERSUS SVITZERWIJSMULLER’S A$2.54 CASH OFFER

2.60

SvitzerWijsmuller Cash Offer: A$2.54

2.40

Closing Share Price (A$)

2.20 2.00 1.80 1.60 1.40 1.20 1.00 Jul 03

Jan 04

Jul 04

Dec 04

v

Jun 05

Dec 05

Jun 06


WHY YOU SHOULD ACCEPT THE OFFER

5

6

YOU WILL NOT INCUR ANY BROKERAGE CHARGES You will not incur any brokerage charges by accepting the Offer. You may incur brokerage costs and GST on those costs if you choose to sell your Adsteam Shares on the Australian Stock Exchange.

7

ADSTEAM’S SHARE PRICE IS LIKELY TO FALL IN THE ABSENCE OF THE OFFER If the Offer does not proceed and no other takeover offers are made for Adsteam Shares, it is likely that Adsteam’s share price will fall. Adsteam has informed SvitzerWijsmuller that as at the date of this Bidder’s Statement, the Offer was the only takeover offer that had been made for Adsteam Shares and that Adsteam had not received an alternative approach from any party interested in making a higher offer.

THE OFFER REPRESENTS FULL AND FAIR VALUE AND IS IN THE INTERESTS OF ADSTEAM SHAREHOLDERS Having regard to the operations, expected future earnings, growth prospects, and synergies that may result from the merger, SvitzerWijsmuller believes that the Offer represents full and fair value for Adsteam Shares and is in the interests of all Adsteam Shareholders.

ADSTEAM DIRECTORS UNANIMOUSLY RECOMMEND YOU ACCEPT THE OFFER (IN THE ABSENCE OF A HIGHER OFFER ONCE THE REGULATORY CONDITIONS TO THE OFFER HAVE BEEN SATISFIED OR WAIVED).

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1 OVERVIEW OF THE OFFER

1.1 SUMMARY OF THE OFFER TERMS Offer SvitzerWijsmuller is offering to acquire all of your Adsteam Shares for A$2.54 cash1 per share on the Offer Terms set out in Appendices 1 and 2 to this Bidder’s Statement. The Adsteam Board has resolved to defer the decision to pay a dividend while it waits upon the outcome of the Offer. The Offer relates to Adsteam Shares that exist or will exist as at 19 July 2006. The Offer also extends to all Adsteam Shares that are issued during the Offer Period as a result of the conversion of Share Acquisition Rights. However, SvitzerWijsmuller is not offering to acquire Share Acquisition Rights.

Offer Period The Offer is scheduled to close at 7pm (AEST) on 29 September 2006 (but it may be extended).

Payment Date If you accept the Offer, you will be paid within one month after the later of receipt of your acceptance and the date on which the Offer becomes unconditional, and in any event before 21 days after the end of the Offer Period.

Conditions The Offer is subject to a number of conditions as set out in Appendix 2 to this Bidder’s Statement, including: (a) 90% minimum acceptance; (b) FIRB Approval; (c) approval by the ACCC; and (d) approval by the OFT. This is only a summary of the conditions to the Offer. These conditions (and the other conditions to the Offer) are set out in full in Appendix 2.

1.2 HOW TO ACCEPT THIS OFFER The Offer may only be accepted for all of your Adsteam Shares. How you accept this Offer depends on whether your Adsteam Shares are in an Issuer Sponsored Holding or a CHESS Holding: • If you hold your Adsteam Shares in an Issuer Sponsored Holding, complete, sign and return the accompanying Acceptance Form in accordance with the instructions on it and return it to the address indicated on the Acceptance Form (as set out below) before the end of the Offer Period. • If you hold your Adsteam Shares in a CHESS Holding, either: (a) instruct your Controlling Participant (for example, your broker) to initiate acceptance of this Offer; or (b) complete, sign and return the Acceptance Form in accordance with the instructions on it and return it to the address indicated on the Acceptance Form (as set out below), before the end of the Offer Period. 1 Under clause 5.4 of Appendix 1, SvitzerWijsmuller has the right to reduce this amount in certain circumstances, including if Adsteam pays a dividend before SvitzerWijsmuller becomes the registered holder of your Adsteam Shares.

1


1 Overview of the offer (continued)

• If you are a Broker or a Non-Broker Participant, initiate acceptance in accordance with the requirements of the ASTC Settlement Rules before the end of the Offer Period.

Mailing and delivery addresses for completed Acceptance Forms The mailing and delivery addresses for completed Acceptance Forms are as follows. The mailing address is: Registries Limited Adsteam Marine Limited Offer Reply Paid 67 Royal Exchange NSW 1224 Alternatively you may deliver the Acceptance Form and any associated documents in person to: Registries Limited Adsteam Marine Limited Offer Level 2, 28 Margaret Street Sydney NSW 2000 A reply paid envelope (not able to be used by Adsteam Shareholders outside Australia) is enclosed for your convenience.




1.3 Frequently asked questions The table below answers some key questions that you may have about the Offer and should be read in conjunction with the remainder of this Bidder’s Statement. You are encouraged to read the entire Bidder’s Statement before deciding how to deal with your Adsteam Shares. 1 What is the Offer?

SvitzerWijsmuller is offering to buy all of your Adsteam Shares, by way of an off-market takeover bid. The Offer consideration is A$2.54 cash for each Adsteam Share.

2 Who is SvitzerWijsmuller?

SvitzerWijsmuller is a wholly owned Subsidiary of SvitzerWijsmuller A/S, a large marine towage company headquartered in Copenhagen, Denmark with operations in more than 35 countries around the world. SvitzerWijsmuller A/S is a wholly owned Subsidiary of A.P. Moller - Maersk A/S. The A.P. Moller - Maersk Group is a worldwide organisation with more than 110,000 employees and offices in over 125 countries. A.P. Moller - Maersk A/S is headquartered in Copenhagen, Denmark and is listed on the Copenhagen Stock Exchange. See section 2 for further information.

3 How do I accept the Offer?

To accept the Offer you should follow the instructions set out in section 1.2. Your acceptance must be received before the Offer Period ends.

4 W  hat choices do I have as an Adsteam Shareholder?

As an Adsteam Shareholder, you have the following choices in respect of your Adsteam Shares: • accept the Offer; • sell your Adsteam Shares on the Australian Stock Exchange (unless you have previously accepted the Offer for your Adsteam Shares); or • do nothing. There are several implications in relation to each of the above choices.

5 Can I accept the Offer for part of my holding?

No. You cannot accept the Offer for part of your holding. You may only accept the Offer for ALL of your Adsteam Shares.

6 C  an I withdraw my acceptance?

Under the terms of the Offer, you cannot withdraw your acceptance unless a withdrawal right arises under the Corporations Act. Such a withdrawal right will arise if, after you have accepted the Offer, SvitzerWijsmuller varies the Offer in a way that postpones, for more than one month, the time when SvitzerWijsmuller has to meet its obligations under the Offer (for example, if SvitzerWijsmuller extends the Offer for more than one month while the Offer remains conditional).




1 Overview of the offer (continued)

7 W  hat happens if I do not accept the Offer?

If you do not accept the Offer and SvitzerWijsmuller acquires a relevant interest in at least 90% of Adsteam and the other conditions of the Offer are satisfied or waived, SvitzerWijsmuller intends to proceed to compulsorily acquire your Adsteam Shares. If this occurs, you will be paid the Offer consideration of A$2.54 cash for each Adsteam Share at the conclusion of this process. You will receive the Offer consideration sooner if you accept the Offer. See sections 4.3 and 8.4 for further information.

8 When does the Offer close?

The Offer is currently scheduled to close at 7pm (AEST) on 29 September 2006, unless extended.

9 Can SvitzerWijsmuller extend the Offer Period?

Yes, the Offer Period can be extended at SvitzerWijsmuller’s election or otherwise in accordance with the Corporations Act. SvitzerWijsmuller will give written notice of any extension of the Offer Period in accordance with the Corporations Act.

10 Will I need to pay brokerage or stamp duty if I accept the Offer?

You will not incur any brokerage charges by accepting the Offer. You may incur brokerage costs and GST on those costs, if you choose to sell your Adsteam Shares on the Australian Stock Exchange.

11 What is the Bidder’s Statement?

This Bidder’s Statement was prepared by SvitzerWijsmuller for distribution to Adsteam Shareholders. It sets out the terms of the Offer and information relating to the Offer and the Offer consideration you will receive. This Bidder’s Statement is an important document. If you are in any doubt as to how to deal with this document, you should consult your broker or your legal, financial or other professional adviser as soon as possible.

12 Is there a number that I can call if I have further queries in relation to the Offer?

If you have any further queries in relation to the Offer, you can call the SvitzerWijsmuller Offer Information Line on 1300 650 907 (within Australia) or +61 3 9415 4265 (outside Australia), Monday to Friday between 9am and 5pm (AEST). For legal reasons, all calls will be recorded.




2 Information on SvitzerWijsmuller A/S and THe Bidder 2.1 Overview of SvitzerWijsmuller A/S SvitzerWijsmuller A/S is a large marine towage company headquartered in Copenhagen, Denmark which operates in more than 35 countries around the world. SvitzerWijsmuller A/S is a wholly owned Subsidiary of A.P. Moller Maersk A/S. The A.P. Moller - Maersk Group is a worldwide organisation with more than 110,000 employees and offices in over 125 countries. A.P. Moller - Maersk A/S is headquartered in Copenhagen, Denmark and is listed on the Copenhagen Stock Exchange. Globally, the SvitzerWijsmuller Group employs approximately 2,500 staff in its various segments in 35 countries. It has a fleet consisting of over 300 vessels, of which approximately 200 are tugs. The operations of the SvitzerWijsmuller Group can be categorised into four core areas: (a) Harbour Towage: Services range from tug design to turnkey contracting - conducted with a fleet of approximately 100 tugs. (b) Terminal Towage: Operations involve the provision of safety and marine support at LNG (liquefied natural gas) and oil terminals worldwide, with a fleet of approximately 60 vessels. Services include berthing support, pilotage, escorting, mooring, and safety and environmental services, including fire fighting and pollution control in emergency situations. (c) Offshore: Through the joint ventures Esvagt, SmitWijs and Express Offshore Transport, operations include stand-by services, supply services, oil recovery/clean-up, the towage of large objects and crew transfer. (d) Salvage Operations: Operations include saving sinking ships, preventing ships from foundering, refloating grounded vessels and resolving internal emergencies such as fires, leaks and technical problems. Operations are conducted worldwide. In Australia, the SvitzerWijsmuller Group has a joint venture interest in RiverWijs Offshore Marine Pty Limited, RiverWijs-Dampier Pty Ltd and RiverWijs Pty Ltd. The RiverWijs joint ventures currently conduct one harbour towage operation in Bunbury and two terminal towage operations in Dampier and Bayu Undan. SvitzerWijsmuller is a wholly owned Subsidiary of SvitzerWijsmuller A/S and was incorporated for the purpose of making the Offer. Refer to section 2.3 for further details. Information about SvitzerWijsmuller A/S is available on SvitzerWijsmuller A/S’ website (http://www.svitzerwijsmuller.com). Information about the A.P. Moller - Maersk Group is available on the A.P. Moller - Maersk Group’s website (http://www.maersk.com/en).

2.2 Directors of SvitzerWijsmuller A/S The following are the directors of SvitzerWijsmuller A/S: (a) Bent Erik Carlsen Bent was elected chairman of the board of SvitzerWijsmuller A/S in 2004, and has served as a board member since 2002. In 2002 he was also appointed executive vice president at Maersk Industries. Bent holds a number of key board positions within, and outside, the A.P. Moller - Maersk Group. Prior to his employment with A.P. Moller Maersk A/S, Bent held a number of leading positions with several major European companies. Bent is a Danish national, born in 1945.




2 INFORMATION ON SVITZERWIJSMULLER A/S AND THE BIDDER (CONTINUED)

(b) Lars-Erik Brenoe Lars-Erik became a member of the board of SvitzerWijsmuller A/S in 2001. He also serves as executive vice president of the M.M. Moller Secretariat. Among his qualifications, Lars-Erik is an attorney at law and holds a master of laws degree. He was born in Denmark in 1961. (c) Vagn Lehd Moller Vagn became a member of the board of SvitzerWijsmuller A/S in 2001. He also holds the position of executive vice president with A.P. Moller - Maersk A/S. Vagn is a Danish national, born in 1946. (d) Soren Skou Soren became a member of the board of SvitzerWijsmuller A/S in 2004. He also serves as executive vice president with the A.P. Moller - Maersk Group. Soren’s qualifications consist of a bachelor of commerce and an MBA (honours) degree. He was born in Denmark in 1964. (e) Jens Neergaard Eggert Jens was elected as a member of the board of SvitzerWijsmuller A/S in 1993. He serves as a worker-director at SvitzerWijsmuller A/S.

Jens holds a shipmaster degree and was employed as a master in 1979. He is a Danish national, born in 1953.

(f) Niels Hauge Niels was elected as a member of the board of SvitzerWijsmuller A/S in 2006. He serves as a worker-director at SvitzerWijsmuller A/S. Niels holds a shipmaster degree and was employed as a master in 1979. Niels is a Danish national, born in 1951.

2.3 Overview of the Bidder The Bidder, SvitzerWijsmuller, is a wholly owned Subsidiary of SvitzerWijsmuller A/S and is incorporated in Victoria, Australia. The Bidder was incorporated for the purpose of making the Offer.

2.4 Directors of the Bidder The following are the directors of the Bidder: (a) Jesper Teddy Lok Jesper was elected as chief executive officer of SvitzerWijsmuller A/S in 2004. Prior to this appointment, Jesper held a number of key leadership positions within the A.P. Moller - Maersk Group in the Far East, Africa and the Middle East. He has also served as personal assistant to the chief executive officer (Jess Soderberg). Jesper holds an MBA. Jesper is a Danish national, born in 1968. (b) Bo Vestbirk Laub Bo is the senior vice president of business development/corporate affairs at SvitzerWijsmuller A/S. He was appointed to this position in 2006. Prior to that, Bo held the position of director, corporate secretary, within the A.P. Moller Maersk Group and was corporate secretary to Maersk Inc. in the United States of America. Bo is a qualified attorney at law and holds a master of laws degree from the University of Copenhagen. He was born in Denmark in 1963. (c) Søren Houman Søren is the chief executive officer of A.P. Moller – Maersk Group Oceania. He was appointed to this role in May 2003. Prior to that, Søren held a number of leadership positions at the A.P. Moller - Maersk Group, including the role of vice president, Singapore. Søren is a Danish national, born in 1962.




2.5 Financial information regarding SvitzerWijsmuller A/S For the year to 31 December 2005, SvitzerWijsmuller A/S reported net assets of A$223.4 million and after-tax profit (and minority interests) of A$42.3 million. Australian dollar equivalents are based on an exchange rate of A$1 = DKK4.346 as at 6 July 2006. Additional information about SvitzerWijsmuller A/S is available on SvitzerWijsmuller A/S’ website (http://www.svitzerwijsmuller.com).

2.6 Financial information regarding A.P. Moller - Maersk A/S For the year to 31 December 2005, A.P. Moller - Maersk A/S reported net assets of A$18.8 billion and after-tax profit (and minority interests) of A$4.4 billion. Australian dollar equivalents are based on an exchange rate of A$1 = DKK4.346 as at 6 July 2006. Additional information about the A.P. Moller - Maersk Group is available on the A.P. Moller - Maersk Group’s website (http://www.maersk.com/en).




3 Information on Adsteam

3.1 Disclaimer The following information on Adsteam has been prepared by SvitzerWijsmuller using publicly available information, and has not been independently verified. Accordingly, SvitzerWijsmuller does not, subject to the Corporations Act, make any representation or warranty, express or implied, as to the accuracy or completeness of this information. The information on Adsteam in this Bidder’s Statement should not be considered comprehensive. You should refer to Adsteam’s website (http://www.adsteam.com.au) and the Target’s Statement for more details in relation to Adsteam.

3.2 Overview of Adsteam and its principal activities Adsteam is a major international provider of harbour towage, terminal towage, salvage and agency services and is listed on the Australian Stock Exchange. It has a global fleet of approximately 200 vessels including tugboats, barges, workboats and launches. Adsteam employs approximately 1,600 people.

3.3 Directors As at the date of this Bidder’s Statement, there are six Adsteam Directors, namely: (a) Robert Bruce Corlett, chairman; (b) Peter Dexter, non-executive director; (c) Achim Drescher, non-executive director; (d) John Moller, managing director and chief executive officer; (e) David Allen Mortimer, non-executive director; and (f) Kenneth John Moss, non-executive director.

3.4 Recent financial position and performance of Adsteam The last recorded sale price of Adsteam Shares on the Australian Stock Exchange before the Announcement was A$2.03. The latest recorded sale price of Adsteam Shares on the Australian Stock Exchange before the date on which this Bidder’s Statement was lodged with ASIC was A$2.58. Adsteam Shares have not traded above the Offer Price at any time in the 12 months before the Announcement. A copy of the most recent financial statements for Adsteam is available on Adsteam’s website (http://www.adsteam.com.au).

3.5 Substantial shareholders Adsteam’s substantial shareholders as at 6 July 2006 were: (a) Commonwealth Bank Group; (b) Investors Mutual Limited; (c) Maple Brown Abbott Limited; (d) Perennial Value Management Limited; (e) Promina Group Limited; and (f) Schroder Investment Management Australia Limited.




3.6 ASX disclosures by Adsteam since 30 June 2005 Adsteam is a company listed on the Australian Stock Exchange and is subject to the periodic and continuous disclosure requirements of the Corporations Act and ASX Listing Rules. Since 30 June 2005, Adsteam has made a number of announcements to ASX that may be relevant to its financial position. A copy of each of these announcements may be obtained from ASX. Copies of major announcements by Adsteam can also be obtained from Adsteam’s website (http://www.adsteam.com.au).




4 SvitzerWijsmuller’s intentions

4.1 Introduction This section sets out SvitzerWijsmuller’s intentions, on the basis of the facts and information concerning Adsteam which are known to it and the existing circumstances affecting the business of Adsteam, in relation to the following: (a) the continuation of the business of Adsteam; (b) any major changes to be made to the business of Adsteam, including any redeployment of the fixed assets of Adsteam; and (c) the future employment of the present employees of Adsteam. The intentions of SvitzerWijsmuller A/S are the same as the intentions of SvitzerWijsmuller, and both are collectively referred to as “SvitzerWijsmuller” in this section.

4.2 Review Following the close of the Offer, SvitzerWijsmuller will, to the extent that information is available to it, conduct a general review of the operations, assets, structure and employees of Adsteam having regard to that information. This review may identify opportunities for consolidating existing supply arrangements and other cost savings, improving the efficiency of management structures and other measures. However, final decisions will only be reached after that review and in light of all material facts, information and circumstances at that time. As such, statements set out in this section 4 are statements of current intention only which may change as new information becomes available or circumstances change. The general review may or may not lead to changes in the business of Adsteam. The statements in this section 4 should be read in this context.

4.3 Intentions upon acquisition of 90% or more of Adsteam Shares This section sets out SvitzerWijsmuller’s current intentions if it acquires 90% or more of Adsteam Shares and is entitled to proceed to compulsory acquisition of the outstanding Adsteam Shares. (a) Compulsory acquisition

If it becomes entitled to do so under the Corporations Act, SvitzerWijsmuller will:

(i) give notices to compulsorily acquire any outstanding Adsteam Shares in accordance with section 661B of the Corporations Act; and

(ii) if necessary, give notices to compulsorily acquire any outstanding Adsteam Shares and Share Acquisition Rights in accordance with section 664C of the Corporations Act.

If it is required to do so under section 662A and section 663A of the Corporations Act, SvitzerWijsmuller intends to give notices to Adsteam Shareholders and holders of Share Acquisition Rights offering to acquire their Adsteam Shares and Share Acquisition Rights respectively in accordance with section 662B and section 663C of the Corporations Act.

Refer to section 5.1 for further details on Share Acquisition Rights and section 8.4 for further details on compulsory acquisition.

(b) Adsteam Board

SvitzerWijsmuller will replace all of the members of the Adsteam Board, and of the board of directors of any company in respect of which any members of the Adsteam Group have nominee directors, with its own nominees. No decision has been made as to who those nominees would be, although SvitzerWijsmuller expects that a majority of its nominees would be drawn from the senior management team of SvitzerWijsmuller A/S.

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(c) ASX Listing

As part of the compulsory acquisition process, SvitzerWijsmuller will arrange for Adsteam to be removed from the official list of the Australian Stock Exchange in accordance with the requirements of ASX.

(d) Head office and regional offices

SvitzerWijsmuller intends to explore potential efficiencies across the Merged Group by seeking to eliminate any duplication of functions where it is economically efficient to do so. SvitzerWijsmuller anticipates that duplication of functions, duties and responsibilities is most likely to be identified in respect of Adsteam’s head office in Sydney, Australia and Adsteam’s and SvitzerWijsmuller A/S’ respective regional offices in the United Kingdom. SvitzerWijsmuller intends to seek synergies in these areas to ensure that the Merged Group has an efficient operating structure.

Accordingly, subject to the comments above, SvitzerWijsmuller has the following intentions:

• Global operations - the Merged Group’s headquarters will be located in Copenhagen, Denmark.

• Australia - SvitzerWijsmuller intends to streamline Adsteam’s current head office in Sydney, Australia to become a regional head office in Australia for the Merged Group in Oceania.

• United Kingdom - SvitzerWijsmuller anticipates that the regional offices of the Merged Group in the United Kingdom will be combined and located in Tees, United Kingdom.

Changes to personnel that may result from these changes are discussed in section 4.3(h) below.

(e) Australasian activities

Subject to the comments above and below, in Australasia SvitzerWijsmuller has a very minor presence in the markets in which Adsteam operates. Accordingly, it is SvitzerWijsmuller’s present intention to continue Adsteam’s Australasian activities in substantially the same manner.

(f) UK activities

Subject to the comments above and below, to the extent permissible by the competition regulator, SvitzerWijsmuller intends to continue Adsteam’s United Kingdom operations and crewing arrangements in substantially the same manner. SvitzerWijsmuller will, however, transfer the Adsteam entity which holds Adsteam’s United Kingdom assets to be part of SvitzerWijsmuller A/S’ United Kingdom structure.

(g) Competition regulatory matters

SvitzerWijsmuller is in discussions with the Australian and United Kingdom competition regulators in relation to obtaining regulatory clearances for the Offer. The respective regulators will conduct market inquiries in Australia and the United Kingdom as is usual in these transactions and, while SvitzerWijsmuller is confident of obtaining those regulatory clearances, it has indicated that it will work closely with the regulators in both countries to address any competition issues that may arise as a result of those market inquiries. Further details are set out in section 8.3.

(h) Employees

The rationalisation of Adsteam’s corporate head office and regional office functions described in section 4.3(d) above will result in some Adsteam employees being made redundant, in compliance with all applicable regulatory requirements and contractual rights.

SvitzerWijsmuller is not in a position at this time to determine how many employees may be affected, nor the full nature and timing of any redundancies. SvitzerWijsmuller will not be in such a position until it has completed its general review described in section 4.2. 11


4 SvitzerWijsmuller’s intentions (continued)

Other than as described above, SvitzerWijsmuller does not expect that the proposed acquisition will result in a significant number of redundancies at Adsteam’s operations.

4.4 Intentions upon acquisition of less than 90% of Adsteam Shares SvitzerWijsmuller’s ability to fully integrate Adsteam’s business with its own business will be restricted if it acquires less than 100% of Adsteam Shares. For this reason, the Offer has been made conditional on SvitzerWijsmuller acquiring a relevant interest in at least 90% of Adsteam Shares (“90% Minimum Acceptance Condition”), so as to allow SvitzerWijsmuller to proceed to compulsory acquisition of the remaining Adsteam Shares and thereby acquire 100% of those shares. Because of the importance to SvitzerWijsmuller of having full flexibility in integrating its business with that of Adsteam, it is SvitzerWijsmuller’s current intention not to waive the 90% Minimum Acceptance Condition. SvitzerWijsmuller does, however, reserve the right to do so in accordance with the Corporations Act. Where a bidder reserves the right to waive a 90% Minimum Acceptance Condition, the law requires that bidder to set out its intentions in regard to the target for the circumstance where it obtains control of the target but less than 100% ownership of the target. Accordingly, set out below are SvitzerWijsmuller’s intentions if it were to declare the Offer free from the 90% Minimum Acceptance Condition and close the Offer without becoming entitled to compulsorily acquire the outstanding Adsteam Shares, but, by virtue of acceptance of the Offer, SvitzerWijsmuller was to gain effective control (but not 100%) of Adsteam Shares. (a) ASX Listing

Subject to maintaining a sufficient spread of Adsteam Shareholders, SvitzerWijsmuller will retain the listing of Adsteam on the Australian Stock Exchange.

(b) Adsteam Board

SvitzerWijsmuller will replace some of the members of the Adsteam Board, including the Chairman, with nominees of SvitzerWijsmuller so that the number of SvitzerWijsmuller’s nominees will be approximately proportionate to SvitzerWijsmuller’s holding of Adsteam Shares. As noted above, no decision has been made as to who those nominees would be, although SvitzerWijsmuller expects that a majority of its nominees would be drawn from the senior management team of SvitzerWijsmuller A/S.

(c) Review and general intentions

SvitzerWijsmuller, through its nominees on the Adsteam Board, is likely to propose that Adsteam implement a general review of the nature referred to in section 4.2, with the aim of pursuing, to the maximum extent possible and appropriate, the types of opportunities which might have been available to SvitzerWijsmuller if SvitzerWijsmuller had acquired 100% of Adsteam Shares (subject to an assessment of the relevant benefit to each of SvitzerWijsmuller and Adsteam).

(d) Dividend policy

SvitzerWijsmuller has no current intention to procure Adsteam to continue to pay dividends.

(e) Limitations on intentions

To the extent that Adsteam is not a wholly owned Subsidiary of SvitzerWijsmuller and there are minority Adsteam Shareholders, SvitzerWijsmuller intends that the directors of Adsteam appointed by it will act at all times in accordance with their fiduciary duties and that all requisite Adsteam Shareholder approvals and other legal requirements are complied with in pursuing any of the intentions outlined above.

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Those requirements may need the approval of minority Adsteam Shareholders in order to effect the implementation of any particular objective.

The requirement to have regard to those fiduciary duties in the context of a partly owned company and the possible requirements of obtaining minority Adsteam Shareholder approval may prevent the particular objective being achieved.

Any transactions between members of the SvitzerWijsmuller Group and the Adsteam Group required to effect those steps will be entered into on arm’s length terms.

It should be noted that SvitzerWijsmuller has not currently identified any particular initiative where these considerations may be relevant.

4.5 Intentions generally Except for the changes and intentions set out in this section 4 and subject to the general review described in section 4.2, SvitzerWijsmuller intends, based on the information presently known to it: (a) to continue the business of Adsteam; (b) not to make any major changes to the business of Adsteam or the deployment of Adsteam’s assets; and (c) to continue the employment of Adsteam’s employees.

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5 Share capital information

5.1 Capital structure According to documents lodged by Adsteam with ASX, the total number of Adsteam Shares on issue as at the date of this Bidder’s Statement is 272,776,738 Adsteam Shares. SvitzerWijsmuller understands that Adsteam currently has on issue 1,890,669 Share Acquisition Rights under Adsteam’s Executive Share Incentive Plan for the year ended 30 June 2006. Each Share Acquisition Right provides the holder with the right to one Adsteam Share upon the satisfaction of certain performance criteria. Based on SvitzerWijsmuller’s understanding of the terms of Adsteam’s Executive Share Incentive Plan, upon the Offer becoming unconditional and SvitzerWijsmuller obtaining 30% of the voting rights attached to Adsteam Shares (“Change of Control Event”), all Share Acquisition Rights that have been granted under Adsteam’s Executive Share Incentive Plan in the preceding three years that have not already vested and have not otherwise lapsed at that time, will immediately vest. Under Adsteam’s Executive Share Incentive Plan, Adsteam will then have 7 days after such time to arrange for the relevant number of Adsteam Shares to be issued or transferred to the relevant holders of those vested Share Acquisition Rights. SvitzerWijsmuller understands that it is the current intention of the Adsteam Board to cancel any Share Acquisition Right that vests pursuant to the Change of Control Event arising from the Offer in accordance with Adsteam’s Executive Share Incentive Plan in consideration for the payment of a cash amount, or to procure the transfer of one Adsteam Share to the relevant holder of that vested Share Acquisition Right. For those Share Acquisition Rights that vest (that is, are assessed against, and satisfy, the applicable performance criteria) under Adsteam’s Executive Share Incentive Plan prior to any Change of Control Event as part of Adsteam’s usual assessment process, SvitzerWijsmuller understands that Adsteam may either issue new Adsteam Shares or procure the transfer of Adsteam Shares to the relevant holders of those vested Share Acquisition Rights, or cancel those vested Share Acquisition Rights in consideration for the payment of a cash amount.

5.2 Details of relevant interests in Adsteam securities and voting power As at the date of this Bidder’s Statement, SvitzerWijsmuller does not have a relevant interest in any securities of Adsteam, nor any voting power in Adsteam.

5.3 Consideration provided for Adsteam securities during previous four months SvitzerWijsmuller and its associates have not acquired or disposed of Adsteam Shares during the period of four months ending on the day immediately before the date of the Offer.

5.4 Inducing benefits given during previous four months Neither SvitzerWijsmuller nor any of its associates has, during the period of four months ending on the day immediately before the date of the Offer, given, offered or agreed to give, a benefit to another person where the benefit was likely to induce the other person, or an associate, to: (a) accept an Offer; or (b) dispose of Adsteam Shares, which benefit was not offered to all holders of Adsteam Shares under the Offer.

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6 Funding

The consideration for the acquisition of Adsteam Shares to which the Offer relates will be satisfied wholly in cash and, if the Offer is accepted for all Adsteam Shares, will be approximately A$693 million (excluding the impact of Adsteam Shares issued under Adsteam’s Executive Share Incentive Plan before the end of the Offer Period). SvitzerWijsmuller understands that it is the current intention of the Adsteam Board to cancel any Share Acquisition Right that vests pursuant to the Change of Control Event in accordance with Adsteam’s Executive Share Incentive Plan in consideration for the payment of a cash amount. Refer to section 5.1 for further details on Adsteam’s capital structure and the Share Acquisition Rights. A.P. Moller - Maersk A/S has entered into letter agreements with SvitzerWijsmuller Australia Holdings Pty Ltd (ACN 120 555 302) and SvitzerWijsmuller under which it has unconditionally and irrevocably agreed to ensure that SvitzerWijsmuller is provided with all amounts that SvitzerWijsmuller requires to make payment pursuant to the Offer as and when those payments are due to be made. A.P. Moller - Maersk A/S is a company listed on the Copenhagen Stock Exchange with net assets as shown in its financial statements for the period to 31 December 2005 of A$18.8 billion (based on an exchange rate of A$1 = DKK4.346 as at 6 July 2006). Information about the A.P. Moller - Maersk Group can be found on the A.P. Moller - Maersk Group’s website (http://www.maersk.com/en). The total amount required to be paid to Adsteam Shareholders under the Offer will be funded out of cash or cash equivalent funds held by the A.P. Moller - Maersk Group, which are readily available to pay the consideration for the acquisition of all Adsteam Shares under the Offer. As at 31 December 2005, the cash or cash equivalent funds held by the A.P. Moller - Maersk Group amounted to approximately A$4.6 billion (based on an exchange rate of A$1 = DKK4.346 as at 6 July 2006) which is more than the amount required to fund the maximum consideration payable pursuant to the Offer. SvitzerWijsmuller is not aware of any reason why it would not be able to access such cash and cash equivalent funds to pay for the consideration under the Offer as and when required under the Offer.

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7 Taxation considerations

Introduction The following is an outline of the principal Australian capital gains tax consequences generally applicable to a shareholder who disposes of Adsteam Shares under the Offer. This outline reflects the current provisions of the Income Tax Assessment Act 1936 and the Income Tax Assessment Act 1997 and the regulations made under those Acts, taking into account proposed amendments and SvitzerWijsmuller’s understanding of the current administrative practices of the Australian Taxation Office. Unless otherwise indicated below, this outline does not otherwise take into account or anticipate changes in the law, whether by way of judicial decision or legislative action, nor does it take into account tax legislation of countries apart from Australia. The outline is not exhaustive of all possible Australian income tax considerations that could apply to particular Adsteam Shareholders. In particular, the summary does not address the tax considerations applicable to Adsteam Shareholders that may be subject to special tax rules, such as banks, insurance companies, tax exempt organisations, superannuation funds or dealers in securities. It is assumed that Adsteam Shares are not held as an asset of a permanent establishment which a non-resident Adsteam Shareholder has in Australia. The comments below do not apply to you if you buy and sell shares in the ordinary course of business, or if you acquired the shares for resale at a profit. In those cases, any gain will generally be taxed as ordinary income. You should seek your own independent tax advice. The tax consequences set out below do not apply in relation to holders of Share Acquisition Rights under Adsteam’s Executive Share Incentive Plan. Holders of these rights should seek independent tax advice. Each Adsteam Shareholder should consult with their own tax adviser regarding the consequence of acquiring, holding or disposing of Adsteam Shares in light of current tax laws and their particular investment circumstances.

Taxation on the disposal of Adsteam Shares If you accept the Offer, you will be treated as having disposed of your Adsteam Shares for tax purposes. The timing of the disposal for Australian capital gains tax purposes will be the latter of the time that you accept the Offer, and the time that the pre-condition to the formation of the contract (being the FIRB approval condition set out in paragraph (2) of Appendix 2) has either been satisfied or waived.

Australian resident Adsteam Shareholders An Australian resident Adsteam Shareholder may make either a capital gain or capital loss in connection with the disposal of its Adsteam Shares in the tax year in which the Offer is accepted. If you make a capital gain, it will form part of your assessable income and will be taxable in your hands. If you make a capital loss, you may be able to offset the capital loss against other capital gains you make in the same tax year or carry forward the net capital loss for use in future tax years. The capital gain or loss is calculated as the difference between the amount you receive and the cost base (or reduced cost base) of your Adsteam Shares. Ordinarily for any shares you purchase, the cost base is the total of the amount you paid for the shares plus your acquisition and disposal costs. Adsteam Shareholders who are individuals, trustees of trusts or complying superannuation funds would normally be able to discount their capital gain if they have held the Adsteam Shares for at least 12 months prior to the date the Adsteam Shareholder is taken to have disposed of their Adsteam Shares under the Offer. If so, the amount of the taxable capital gain would be reduced by 50% for individuals or trustees, or by 331/3% for complying superannuation funds.

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For individuals, trustees, complying superannuation funds or listed investment companies who acquired their Adsteam Shares before 11.45am on 21 September 1999, you may elect to calculate the amount of any capital gain by taking into account the indexed cost base. If you elect to index the cost base of your Adsteam Shares, it will be increased to reflect changes to the Consumer Price Index from the calendar quarter in which the Adsteam Shares were acquired until the quarter ended 30 September 1999. However, if you make such an election, you will not be able to discount your capital gain referred to above. For other Adsteam Shareholders (eg, companies which are not listed investment companies) who acquired their Adsteam Shares before 11.45am on 21 September 1999, the amount of the capital gain (if any) would be determined by indexing the cost base of your shares to take into account changes in the Consumer Price Index from the calendar quarter in which the Adsteam Shares were acquired until the quarter ended 30 September 1999. As the Offer is entirely a cash offer, no part of the capital gain made in respect of your Adsteam Shares may be rolled over under Australia’s tax laws.

Non-resident Adsteam Shareholders If you are a non-resident of Australia for tax purposes, you will generally not have to pay Australian tax on any capital gain you make when you dispose of your Adsteam Shares unless you own, have owned or have the right to own (together with associates) 10% or more of the issued capital of Adsteam at any time during the five year period before the disposal of Adsteam Shares. The Tax Laws Amendment (2006 Measures No. 4) Bill 2006, which was recently introduced to Parliament, contains proposed amendments which are intended to limit the circumstances in which Australian capital gains tax is imposed on non-residents. The following comments are made on the assumption that the Bill will be enacted in its current form. In broad terms, if the Bill is enacted before the date the Adsteam Shareholder is taken to have disposed of their Adsteam Shares under the Offer, a non-resident Adsteam Shareholder should not be subject to Australian capital gains tax on the disposal of their Adsteam Shares unless both of these conditions are satisfied: • that Adsteam Shareholder holds 10% or more of the issued shares in Adsteam (taking into account the holdings of associates) either:

– at the time that the Offer is accepted; or

– during the whole of any continuous period of 12 months within the 24 months prior to the acceptance of the Offer; and

• 50% or more of the value of Adsteam’s assets at the time the Offer is accepted are attributable to real property (and limited other assets) in Australia. If you buy and sell shares in the ordinary course of business, or acquired the shares for resale at a profit, any gain could be taxed in Australia as normal income and not as a capital gain. In those cases, you should seek your own advice. You should seek advice from your tax adviser as to the taxation implications of accepting the Offer in your country of residence.

Stamp duty Any stamp duty payable on the transfer of Adsteam Shares to SvitzerWijsmuller pursuant to the Offer will be paid by SvitzerWijsmuller.

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8 Additional information

8.1 Arrangements with Adsteam Adsteam has agreed to a break fee and non-solicitation undertakings as set out below. (a) Break fee

(i) A break fee will be paid to SvitzerWijsmuller A/S only in the event that any director of Adsteam changes his recommendation in relation to the Offer because Adsteam or a third party announces or proposes a takeover bid, scheme of arrangement, capital reconstruction, sale of main undertaking or other similar reorganisation for or in relation to Adsteam before the end of the Offer Period of the Offer.

(ii) The break fee will be an amount equal to A$6.9 million. Adsteam and SvitzerWijsmuller A/S have confirmed that this break fee is based on an estimate of, and in reimbursement for, SvitzerWijsmuller A/S’ reasonable costs, including opportunity costs, associated with the Offer if a break fee becomes payable in accordance with sub-paragraph (i) above.

(iii) The break fee must be paid by Adsteam to SvitzerWijsmuller A/S by bank cheque within 3 days of the occurrence of an event set out in sub-paragraph (i) above.

(b) Non-solicitation undertakings

Adsteam has undertaken to ensure that neither it nor any of its related bodies corporate or representatives approaches or solicits enquiries from, or initiates discussions with, any person in relation to a proposal for a takeover bid, scheme of arrangement, capital reduction, purchase of a main undertaking or similar reorganisation in relation to Adsteam involving anyone other than SvitzerWijsmuller A/S until the later of:

(i) 31 July 2006; or

(ii) the end of the initial Offer Period (that is, by 7pm (AEST) on 29 September 2006); and

(iii) such later date agreed to in writing by SvitzerWijsmuller A/S and Adsteam,

unless the Confidentiality and Exclusivity Agreement is terminated earlier in accordance with its terms.

8.2 Due diligence For the purpose of confirming its assessment of whether or not to offer to acquire all of the Adsteam Shares, SvitzerWijsmuller was given access by Adsteam to certain historical financial and operational information concerning Adsteam and its Subsidiaries which has not been disclosed generally to Adsteam Shareholders. This information allowed SvitzerWijsmuller to confirm information which has been publicly disclosed by Adsteam. None of the information to which SvitzerWijsmuller was given access is, in the opinion of SvitzerWijsmuller, of such a nature and quality which, if the information were generally available, a reasonable person would expect to have a material effect on the price or value of Adsteam Shares or, in the opinion of SvitzerWijsmuller and except as disclosed in this Bidder’s Statement, would otherwise be material to a decision by an Adsteam Shareholder to decide whether or not to accept an Offer. However, the fact that SvitzerWijsmuller’s proposal to make the Offer was confirmed by its review of the information to which it had access may of itself be regarded as information material to an Adsteam Shareholder as to whether or not to accept an Offer.

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8.3 Additional disclosure regarding certain conditions The Offer Terms set out details relating to the conditions of the Offer. In particular, the full terms of the conditions of the Offer are set out in Appendix 2. Set out below is additional disclosure regarding some of those conditions: (a) 90% minimum acceptance

The Offer is subject to the 90% Minimum Acceptance Condition.

As discussed in section 4.4, because of the importance to SvitzerWijsmuller of obtaining full ownership of Adsteam, SvitzerWijsmuller does not currently intend to waive this condition. SvitzerWijsmuller does, however, reserve the right to waive this condition. Refer to section 4.4 for further details.

(b) FIRB Approval

SvitzerWijsmuller is a “foreign person” for the purposes of the FATA as a result of being a member of the SvitzerWijsmuller Group.

The Offer is subject to receipt by SvitzerWijsmuller of unconditional FIRB Approval. FIRB Approval will not be given to the acquisition of Adsteam Shares under the Offer if the Treasurer considers the Offer to be contrary to the national interest.

SvitzerWijsmuller has provided notice under FATA to the Treasurer (through FIRB) seeking FIRB Approval. SvitzerWijsmuller is confident that the Offer is consistent with the Australian government’s foreign investment policy and expects FIRB Approval to be given in due course.

SvitzerWijsmuller will keep Adsteam Shareholders informed of any material developments.

(c) ACCC approval

The Trade Practices Act prohibits acquisitions of shares that have the effect or are likely to have the effect of substantially lessening competition in an Australian market.

The Offer is subject to the approval or non objection of the ACCC.

SvitzerWijsmuller has approached the ACCC seeking informal clearance in relation to the Offer and has provided the ACCC with a detailed submission. SvitzerWijsmuller does not expect that the Offer will raise any substantive competition concerns in Australia.

SvitzerWijsmuller will keep Adsteam Shareholders informed of any material developments.

(d) UK competition approval

Both SvitzerWijsmuller A/S and Adsteam have operations in the United Kingdom. The Offer is, therefore, subject to obtaining the relevant competition approvals in the United Kingdom.

Parties seeking competition approval in the United Kingdom apply to the OFT. The OFT considers whether the proposal may be expected to result in a substantial lessening of competition in the United Kingdom. If the OFT considers that there is more than a 50% chance that the proposal will result in a substantial lessening of competition it will refer the matter to the Competition Commission for a more detailed investigation. If the likelihood is less than 50% but more than minimal, the OFT has discretion over whether to make this reference. The OFT’s decision over whether to refer the matter typically takes 8 weeks from filing, although this is not a fixed period. If a referral occurs, the Competition Commission will then consider the matter in more detail over a period of six further months.

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8 Additional information (continued)

SvitzerWijsmuller will endeavour to obtain the approval of the OFT and a decision not to refer the matter to the Competition Commission.

It is SvitzerWijsmuller’s current intention to allow the Offer to lapse if the OFT decides to refer the matter to the Competition Commission. However, if it considers that it is in its best interests to do so, SvitzerWijsmuller reserves the right to waive the United Kingdom competition approval condition and proceed with a review by the Competition Commission (if a referral occurs) and accordingly to extend the Offer Period as it sees fit in compliance with the Corporations Act.

On 5 July 2006, SvitzerWijsmuller filed with the OFT an informal notice regarding the Offer. SvitzerWijsmuller will keep Adsteam Shareholders informed of any material developments.

8.4 Compulsory acquisition of Adsteam Shares and other securities (a) Post bid compulsory acquisition provisions

If SvitzerWijsmuller becomes entitled to compulsorily acquire any Adsteam Shares under section 661A of the Corporations Act, SvitzerWijsmuller will give notices to compulsorily acquire any outstanding Adsteam Shares in the relevant class in accordance with section 661B of the Corporations Act. SvitzerWijsmuller may compulsorily acquire all outstanding Adsteam Shares in any class at the Offer price under these provisions if, during or at the end of the Offer Period:

(i) SvitzerWijsmuller has a relevant interest in at least 90% of the relevant class of Adsteam Shares; and

(ii) SvitzerWijsmuller has acquired at least 75% (by number) of the class of Adsteam Shares that it offered to acquire under the Offer.

Holders of the class of Adsteam Shares covered by a compulsory acquisition notice under Part 6A.1 of the Corporations Act may apply to the court for an order that their shares not be compulsorily acquired. The court may only make such an order if it is satisfied that the consideration is not fair value of the securities.

(b) General compulsory acquisition provisions

If SvitzerWijsmuller becomes entitled to compulsorily acquire Adsteam Shares under section 664A of the Corporations Act, SvitzerWijsmuller will give notices to Adsteam Shareholders to compulsorily acquire any outstanding Adsteam Shares in accordance with section 664C of the Corporations Act.

SvitzerWijsmuller will be able to compulsorily acquire all outstanding Adsteam Shares under Part 6A.2 of the Corporations Act if SvitzerWijsmuller holds (either alone or with a related body corporate) full beneficial interests in at least 90% of the Adsteam Shares (by number) or if SvitzerWijsmuller’s voting power in Adsteam Shares is at least 90% and SvitzerWijsmuller (either in its own right or through related bodies corporate) acquires full beneficial interests in at least 90% (by value) of the aggregate of all the securities of Adsteam that are Adsteam Shares or convertible into Adsteam Shares and:

(i) lodges a compulsory acquisition notice with ASIC in accordance with section 664C(2) within six months of achieving that 90% holding (and despatches the notice to Adsteam Shareholders by the following Business Day); and

(ii) obtains the report of an expert stating whether, in the expert’s opinion, the terms proposed in the notice give fair value for the shares covered.

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Adsteam Shareholders whose Adsteam Shares are covered by the compulsory acquisition notice are entitled to object to the acquisition by signing an objection form and returning it to SvitzerWijsmuller. If Adsteam Shareholders holding 10% or more by value of the Adsteam Shares covered by the notice object, SvitzerWijsmuller will need court approval before the acquisition can proceed.

(c) Compulsory buy-out of Adsteam Shares

If SvitzerWijsmuller is required to compulsorily acquire any Adsteam Shares under section 662A of the Corporations Act, SvitzerWijsmuller will give notices to the relevant Adsteam Shareholders offering to acquire their Adsteam Shares in accordance with section 662B of the Corporations Act.

SvitzerWijsmuller must serve a notice offering to buy out all Adsteam Shareholders if, at the end of the Offer Period, SvitzerWijsmuller has relevant interests in at least 90% (by number) of the relevant class of Adsteam Shares. Adsteam Shareholders who hold shares covered by the notice may, but need not, accept the Offer in the notice. The notices must be lodged with ASIC within one month after the end of the Offer Period (and must be despatched to Adsteam Shareholders on the same day or the next Business Day). Adsteam Shareholders who wish to accept the Offer must do so within one month after the notice is lodged with ASIC.

(d) Compulsory buy-out of Share Acquisition Rights

If SvitzerWijsmuller is required to compulsorily acquire any Share Acquisition Rights under section 663A of the Corporations Act, SvitzerWijsmuller will give notices to the relevant holders of Share Acquisition Rights offering to acquire their rights in accordance with section 663B of the Corporations Act.

SvitzerWijsmuller must serve a notice offering to buy out all holders of Share Acquisition Rights if, at the end of the Offer Period, SvitzerWijsmuller has relevant interests in at least 90% (by number) of the relevant class of Adsteam Shares. The notice will need to be accompanied by a report of an expert stating whether, in the expert’s opinion, the terms proposed in the notice give fair value for the rights covered. Holders of Share Acquisition Rights who hold rights covered by the notice may, but need not, accept the offer in the notice. The notices must be lodged with ASIC within one month after the end of the Offer Period (and must be despatched to holders of Share Acquisition Rights on the same day or the next Business Day). Holders of Share Acquisition Rights who wish to accept the offer must do so within one month after the notice is lodged with ASIC.

Based on SvitzerWijsmuller’s understanding of the terms of Adsteam’s Executive Share Incentive Plan and the intention of the Adsteam Board in relation to Share Acquisition Rights issued under Adsteam’s Executive Share Incentive Plan, SvitzerWijsmuller does not expect that it will need to compulsorily acquire any Share Acquisition Rights under section 663A of the Corporations Act.

8.5 Approvals for payment of consideration SvitzerWijsmuller is not aware of any Adsteam Shareholder who requires any approval referred to in clause 5.6 of Appendix 1 in order to be entitled to receive any consideration under the Offer. So far as SvitzerWijsmuller is aware, unless the Reserve Bank of Australia has given specific approval under the Banking (Foreign Exchange) Regulations 1959 (Cth), payments or transfers to or for the order of prescribed governments (and their statutory authorities, agencies and entities) and, in certain cases, nationals of prescribed countries are subject to certain limited exceptions, restrictions or prohibitions. Based on SvitzerWijsmuller’s searches, the prescribed governments, countries and entities are as follows:

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8 Additional information (continued)

(a) supporters of the former government of the Federal Republic of Yugoslavia; and (b) Ministers and senior officials of the Government of Zimbabwe. The places to which and persons to whom the Charter of the United Nations (Terrorism and Dealing with Assets) Regulations 2002 (Cth) currently apply include the Taliban, Osama bin Laden (also known as Usama bin Laden), a member of the Al-Qaida organisation (also known as the Al-Qaeda organisation), and any person named on the list maintained pursuant to paragraph 2 of Resolution 1390 of the Security Council of the United Nations. The places to which and persons to whom the Charter of the United Nations (Sanctions - Afghanistan) Regulations 2001 (Cth) currently apply include a bin Laden Entity and a Taliban Entity (as those terms are defined in those regulations). The Iraq (Reconstruction and Repeal of Sanctions) Regulations 2003 (Cth) apply in respect of the following persons: (a) members of the previous government of Iraq; (b) senior officials of the previous government of Iraq and their immediate families; and (c) any entity owned or controlled, directly or indirectly, by one of the parties in (a) or (b) above, or by any person acting at the direction of one of those parties.

8.6 Consents Citigroup Global Markets Australia Pty Limited has given, and has not before the date of lodgment of this Bidder’s Statement with ASIC withdrawn, its consent to being named in this Bidder’s Statement as financial adviser to SvitzerWijsmuller. Mallesons Stephen Jaques has given, and has not before the date of lodgment of this Bidder’s Statement with ASIC withdrawn, its consent to being named in this Bidder’s Statement as legal adviser to SvitzerWijsmuller. None of the parties referred to above has made any statement that is included in this Bidder’s Statement or any statement on which a statement in this Bidder’s Statement is based. Each of these parties to the maximum extent permitted by law, expressly disclaims and takes no responsibility for any statements in or omissions from this Bidder’s Statement.

8.7 Statements based on publicly available information This Bidder’s Statement includes or is accompanied by statements which are made in, or based on statements made in, documents lodged with ASIC or on the company announcement platform of ASX. These documents include certain Adsteam Annual Reports. Under the terms of ASIC Class Order 01/1543, the parties making those statements are not required to consent to, and have not consented to, the inclusion of those statements in this Bidder’s Statement. If you would like to receive a copy of any of these documents please contact the SvitzerWijsmuller Offer Information Line on 1300 650 907 (within Australia) or +61 3 9415 4265 (outside Australia) Monday to Friday between 9am and 5pm (AEST) and you will be sent copies free of charge.

8.8 Other material information Except as set out elsewhere in this Bidder’s Statement, there is no other information that is: (a) material to the making of a decision by an Adsteam Shareholder whether or not to accept an Offer; and (b) known to SvitzerWijsmuller, and has not previously been disclosed to Adsteam Shareholders.

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9 Glossary

9.1 Definitions The following defined terms are used throughout this Bidder’s Statement unless the contrary intention appears or the context requires otherwise: 90% Minimum Acceptance Condition means the Offer requirement that SvitzerWijsmuller obtain a relevant interest in at least 90% of Adsteam Shares before the conclusion of the Offer Period. ACCC means Australian Competition and Consumer Commission. Acceptance Form means the form of acceptance and transfer accompanying this Offer. Adsteam means Adsteam Marine Limited (ABN 87 065 888 440), a company incorporated in Victoria, Australia. Adsteam Board means the board of directors of Adsteam. Adsteam Directors means the directors of Adsteam referred to in section 3.3 of this Bidder’s Statement. Adsteam’s Executive Share Incentive Plan means the plan under which senior executives of Adsteam are entitled to receive awards of shares in Adsteam, subject to satisfying certain performance and vesting conditions. Adsteam Group means Adsteam and each of its Subsidiaries. Adsteam Shareholder means a shareholder of Adsteam. Adsteam Shares means fully paid ordinary shares in the capital of Adsteam. AEST means Australian Eastern Standard Time. Announcement means the joint statement by Adsteam and SvitzerWijsmuller A/S announcing the Offer to ASX on 3 July 2006. Announcement Date means 3 July 2006, being the date of announcement by Adsteam and SvitzerWijsmuller A/S of the Offer. A.P. Moller - Maersk A/S means A.P. Moller - Maersk A/S (Company CVR No 22 756 214), a company incorporated in Denmark. A.P. Moller - Maersk Group means A.P. Moller - Maersk A/S and each of its Subsidiaries. ASIC means the Australian Securities and Investments Commission. ASTC means ASX Settlement and Transfer Corporation Pty Limited (ABN 49 008 504 532), the body which administers the CHESS system in Australia. ASTC Settlement Rules means the settlement rules of ASTC. ASX means Australian Stock Exchange Limited. ASX Listing Rules means the rules promulgated by ASX, which govern publicly listed companies. Average Broker Price Target means the average price target of five independent brokers (being all the brokers who SvitzerWijsmuller could reasonably identify as at 30 June 2006 to have prepared price targets for Adsteam in 2006) as detailed in reports published between 23 February 2006 and 26 May 2006 (range: A$1.81 – 2.15). Bidder or SvitzerWijsmuller means SvitzerWijsmuller Marine Pty Ltd (ACN 120 555 375), a company incorporated in Victoria, Australia, being a wholly-owned Subsidiary of SvitzerWijsmuller A/S. Bidder’s Statement means this document, being the statement of SvitzerWijsmuller under Part 6.5 Division 2 of the Corporations Act relating to the Offer.

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9 Glossary (continued)

Broker means a person who is a share broker and a participant in CHESS. Business Day means a day on which banks are open for general banking business in Sydney (not being a Saturday, Sunday or public holiday in that place). CHESS means the Clearing House Electronic Subregister System, which provides for electronic share transfer in Australia. CHESS Holding means a holding of Adsteam Shares on the CHESS subregister of Adsteam. Competition Commission means the United Kingdom Competition Commission. Confidentiality and Exclusivity Agreement means the agreement between Adsteam and SvitzerWijsmuller A/S (as amended), in which it was agreed to keep certain information confidential in relation to the proposed takeover by SvitzerWijsmuller of Adsteam. Consumer Price Index means an index of prices used to measure the change in the cost of basic goods and services in comparison with a fixed base period. Controlling Participant means the Broker or Non-Broker Participant who is designated as the controlling participant for shares in a CHESS Holding in accordance with the ASTC Settlement Rules. Corporations Act means the Corporations Act 2001 (Cwlth). FATA means the Foreign Acquisitions and Takeovers Act 1975 (Cwlth). FIRB means the Foreign Investment Review Board. FIRB Approval means a written notice issued by or on behalf of the Treasurer stating that there are no objections under the Australian government’s foreign investment policy. GST has the same meaning as in A New Tax System (Goods and Services Tax) Act 1999 (Cwlth). Issuer Sponsored Holding means a holding of Adsteam Shares on Adsteam’s issuer sponsored subregister. Merged Group means the SvitzerWijsmuller Group and the Adsteam Group, following SvitzerWijsmuller’s acquisition of 100% of Adsteam Shares. Non-Broker Participant means a non-broker participant under the ASTC Settlement Rules. Offer means the offer by SvitzerWijsmuller on the Offer Terms to acquire Adsteam Shares referred to in section 1 of this Bidder’s Statement. Offer Period means the period commencing on 26 July 2006 and ending at 7pm (AEST) on 29 September 2006, or such later date to which the Offer has been extended. Offer Terms means the terms and conditions of the Offer set out in Appendices 1 and 2 to this Bidder’s Statement. OFT means United Kingdom Office of Fair Trading. Rights means all accretions, rights or benefits of whatever kind attaching to or arising from Adsteam Shares directly or indirectly after the Announcement Date, including, without limitation, all dividends or other distributions and all rights to receive any dividends or other distributions, or to receive or subscribe for shares, stock units, notes, bonds, options or other securities, declared, paid or made by Adsteam or any of its Subsidiaries. Share Acquisition Rights means the share acquisition rights held by Adsteam employees under Adsteam’s Executive Share Incentive Plan. Subsidiary has the meaning given in the Corporations Act.

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SvitzerWijsmuller or Bidder means SvitzerWijsmuller Marine Pty Ltd (ACN 120 555 375), a company incorporated in Victoria, Australia, being a wholly-owned Subsidiary of SvitzerWijsmuller A/S. SvitzerWijsmuller A/S means SvitzerWijsmuller A/S (Company CVR No 43 26 60 12), a company incorporated in Denmark, being a wholly-owned Subsidiary of A.P. Moller - Maersk A/S. SvitzerWijsmuller Group means SvitzerWijsmuller A/S and each of its Subsidiaries. SvitzerWijsmuller’s Takeover Transferee Holding means the holding of Adsteam Shares on the CHESS subregister of SvitzerWijsmuller established for the purposes of this Offer. Takeovers Panel means the peer review body established under section 171 of the Australian Securities and Investments Commission Act (the ASIC Act). The Takeovers Panel is given various powers under Part 6.10 of the Corporations Act (the Act) and is the primary forum for resolving disputes during the bid period of a takeover. Target’s Statement means the document lodged at ASIC on 21 July 2006, being the statement of Adsteam Marine Limited under Part 6.5 Division 3 of the Corporations Act relating to the Offer. Trade Practices Act means Trade Practices Act 1974 (Cwlth). Treasurer means the Treasurer of the Commonwealth of Australia or his delegate. VWAP means the volume weighted average price.

9.2 General Interpretation The following rules of interpretation apply unless the contrary intention appears or the context requires otherwise: (a) A reference to time is a reference to AEST. (b) Headings are for convenience only and do not affect interpretation. (c) The singular includes the plural and conversely. (d) A reference to a section is to a section of this Bidder’s Statement. (e) A gender includes all genders. (f) Where a word or phrase is defined, its other grammatical forms have a corresponding meaning. (g) $, A$ or cents is a reference to the lawful currency in Australia, unless otherwise stated. (h) DKK is a reference to the lawful currency in Denmark. (i) A reference to a person includes a body corporate, an unincorporated body or other entity and conversely. (j) A reference to a person includes a reference to the person’s executors, administrators, successors, substitutes (including, but not limited to, persons taking by novation) and assigns. (k) A reference to any legislation or to any provision of any legislation includes any modification or re-enactment of it, any legislative provision substituted for it and all regulations and statutory instruments issued under it. (l) A reference to any instrument or document includes any variation or replacement of it. (m) A term not specifically defined in this Bidder’s Statement has the meaning given to it (if any) in the Corporations Act or the ASTC Settlement Rules, as the case may be. (n) A reference to a right or obligation of any two or more persons confers that right, or imposes that obligation, as the case may be, jointly and individually. (o) A reference to you is to a person to whom the Offer is made under Appendix 1 to this Bidder’s Statement. 25


10 Approval of Bidder’s Statement

The copy of this Bidder’s Statement that is to be lodged with ASIC has been approved by a resolution passed by the directors of SvitzerWijsmuller on 6 July 2006. Signed by Jesper T. Lok of SvitzerWijsmuller in accordance with section 351 of the Corporations Act.

Jesper T. Lok Director Date: 7 July 2006

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Appendix 1 Formal terms of the Offer

1 Offer

If you are a sponsored CHESS Holder of Adsteam Shares, you may:

SvitzerWijsmuller offers to acquire all of your Adsteam Shares together with all Rights attaching to them on the following terms and conditions. The Offer extends to any Adsteam Shares that are issued during the Offer Period as a result of any conversion of Share Acquisition Rights.

(a) instruct your Controlling Participant to initiate acceptance of the Offer on your behalf in accordance with Rule 14.14 of the ASTC Settlement Rules; or (b) send the completed Acceptance Form directly to your stockbroker or Controlling Participant; or

You may only accept this Offer for all of your Adsteam Shares.

(c) complete the Acceptance Form and mail or deliver it to the address below and authorise SvitzerWijsmuller to instruct your Controlling Participant to initiate acceptance of the Offer on your behalf,

By accepting this Offer, you undertake to transfer to SvitzerWijsmuller not only Adsteam Shares to which the Offer relates but also all Rights attached to your Adsteam Shares.

before the end of the Offer Period.

2 Consideration

If you hold your Adsteam Shares in an Issuer Sponsored Holding

The consideration offered for each Adsteam Share is A$2.54 cash.

If your Adsteam Shares are in an Issuer Sponsored Holding, then to accept this Offer you must complete, sign and return the accompanying Acceptance Form in accordance with the instructions on it and deliver it or send it by post together with all other documents required by those instructions so that they are received before the expiry of the Offer Period.

3 Offer Period The Offer will, unless withdrawn, remain open for acceptance during the period commencing on the date of this Offer, being 26 July 2006, and ending at 7pm (AEST) on: (a) 29 September 2006; or

Mailing and delivery addresses

(b) any date to which the Offer Period is extended in accordance with the Corporations Act,

The mailing and delivery addresses for completed Acceptance Forms are as follows.

whichever is the later.

The mailing address is:

4 How to accept this Offer

Registries Limited Adsteam Marine Limited Offer Reply Paid 67 Royal Exchange NSW 1224

4.1 All of your holding This Offer is for all of your Adsteam Shares.

4.2 Acceptance procedure for Adsteam Shareholders

Alternatively you may deliver the Acceptance Form and any associated documents in person to:

The acceptance procedure will depend on whether your Adsteam Shares are in an Issuer Sponsored Holding or a CHESS Holding.

Registries Limited Adsteam Marine Limited Offer Level 2, 28 Margaret Street Sydney NSW 2000

If you hold your Adsteam Shares in a CHESS Holding You must comply with the ASTC Settlement Rules.

A reply paid envelope (not able to be used by Adsteam Shareholders outside Australia) is enclosed for your convenience.

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Appendix 1 - Formal terms of the Offer (continued)

Acceptance Form

(b) SvitzerWijsmuller will pay to you the consideration for your Adsteam Shares by cheque.

The Acceptance Form which accompanies this Offer forms part of it. The requirements on the Acceptance Form must be observed in accepting this Offer in respect of your Adsteam Shares.

5.2 When consideration is paid Subject to clause 5.3 below, if the contract resulting from your acceptance of this Offer becomes unconditional, SvitzerWijsmuller will provide the consideration to which you are entitled on acceptance of this Offer on or before the earlier of:

4.3 Power of attorney, deceased estate When accepting this Offer, you should also forward for inspection:

(a) one month after the date this Offer is validly accepted by you or, if the Offer is subject to a defeating condition when accepted, within one month after this Offer or the contract resulting from your acceptance of this Offer becomes unconditional; and

(a) if the Acceptance Form is executed by an attorney, the power of attorney; and (b) if the Acceptance Form is executed by the executor of a will or the administrator of the estate of a deceased Adsteam Shareholder, the relevant grant of probate or letters of administration.

(b) 21 days after the end of the Offer Period.

4.4 When acceptance is complete

5.3 Where additional documents are required

Acceptance of this Offer will not be complete until the completed Acceptance Form has been received at one of the addresses set out in clause 4.2 above and the requirements of this clause have been met, provided that:

Where the Acceptance Form requires additional documents to be given with your acceptance (such as a power of attorney): (a) if the documents are given with your acceptance, SvitzerWijsmuller will provide the consideration in accordance with clause 5.2 above;

(a) SvitzerWijsmuller may in its sole discretion waive any or all of those requirements at any time; and

(b) if the documents are given after acceptance and before the end of the Offer Period and the Offer is subject to a defeating condition at the time that SvitzerWijsmuller is given the documents, SvitzerWijsmuller will provide the consideration by the end of whichever period ends earlier:

(b) where such requirements have been complied with in respect of some but not all of your Adsteam Shares, SvitzerWijsmuller may, in its sole discretion, deem your acceptance of this Offer complete in respect of those Adsteam Shares for which the requirements have been complied with but not in respect of the remainder.

(i) within one month after the contract resulting from your acceptance of the Offer becomes unconditional; and

5.1 How consideration is paid

(ii) 21 days after the end of the Offer Period;

The consideration payable by SvitzerWijsmuller to you in respect of your Adsteam Shares may be paid at the sole discretion of SvitzerWijsmuller as follows:

(c) if the documents are given after acceptance and before the end of the Offer Period and the Offer is unconditional at the time that SvitzerWijsmuller is given the documents, SvitzerWijsmuller will provide the consideration by the end of whichever period ends earlier:

5 Payment of consideration

(a) SvitzerWijsmuller may pay so much of the consideration as is required to discharge any debt owed by you to Adsteam, under the terms of any employee incentive scheme and SvitzerWijsmuller will pay to you the remaining consideration by cheque; or

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(i) one month after SvitzerWijsmuller is given the document; and


(ii) 21 days after the end of the Offer Period; or

Regulations or otherwise), or of the Australian Taxation Office, have been obtained.

(d) if the documents are given after the end of the Offer Period, SvitzerWijsmuller will provide the consideration within 21 days after the documents are given; but if at the time SvitzerWijsmuller is given the documents, the contract resulting from your acceptance of the Offer is still subject to one or more of the conditions in Appendix 2, SvitzerWijsmuller will provide the consideration within 21 days after that contract becomes unconditional.

6 Conditions of the Offer 6.1 Conditions This Offer and the contract that results from acceptance of this Offer are subject to fulfilment of the conditions set out in Appendix 2.

6.2 Nature of conditions Each of the conditions set out in each paragraph and subparagraph of Appendix 2:

If you do not provide SvitzerWijsmuller the required additional documents within one month after the end of the Offer Period, SvitzerWijsmuller may, in its sole discretion, rescind the contract resulting from your acceptance of the Offer.

(a) constitutes and will be construed as a separate, several and distinct condition; (b) is a condition subsequent with the exception of the condition specified in paragraph (2) of Appendix 2, which is a condition precedent; and

5.4 Where SvitzerWijsmuller is entitled to any Rights If SvitzerWijsmuller becomes entitled to any Rights on acceptance of this Offer, you must give SvitzerWijsmuller all documents that SvitzerWijsmuller needs in order to give SvitzerWijsmuller title to those Rights. If you do not give those documents to SvitzerWijsmuller, or if you have received the benefit of those Rights, SvitzerWijsmuller will deduct from the consideration otherwise due to you the amount (or value, as reasonably assessed by SvitzerWijsmuller) of those Rights. If SvitzerWijsmuller does not, or cannot, make such a deduction, you must pay that amount to SvitzerWijsmuller.

(c) until the expiration of the Offer Period (or in the case of the conditions referred to in paragraph (7) of Appendix 2, until three Business Days after the end of the Offer Period) will be for the benefit of SvitzerWijsmuller alone and may be relied upon only by SvitzerWijsmuller.

6.3 Foreign Acquisitions and Takeovers Act The condition specified in paragraph (2) of Appendix 2 is a condition precedent. Any contract resulting from acceptance of this Offer will not become binding unless and until the condition in paragraph (2) of Appendix 2 is fulfilled. SvitzerWijsmuller does not intend to waive this condition.

5.5 Payment to be mailed by cheque Payment of the cash amount to which you are entitled will be mailed at your risk by cheque (or otherwise as agreed by SvitzerWijsmuller) in Australian currency. Cheques will be sent to the address on the Acceptance Form by pre-paid ordinary mail or, if you have an overseas address, by pre-paid airmail.

6.4 Effect of breach or non-fulfilment The breach or non-fulfilment of any of the conditions subsequent set out in Appendix 2 does not, until the end of the Offer Period, prevent a contract arising to acquire your Adsteam Shares resulting from your acceptance of this Offer but, if at the end of the Offer Period (or, in the case of the conditions in paragraph (7) of Appendix 2, at the end of three Business Days after the end of the Offer Period), in respect of any condition in Appendix 2:

5.6 Clearances for offshore residents If, at the time of acceptance of this Offer, you are resident in or of a place outside Australia, you will not be entitled to receive any consideration under this Offer until all requisite authorities or clearances of the Reserve Bank of Australia (whether under the Banking (Foreign Exchange)

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Appendix 1 - Formal terms of the Offer (continued)

(a) SvitzerWijsmuller has not declared the Offer (and it has not become) free from that condition; and

(iii) rectifying any errors in, and omissions from, the Acceptance Form,

(b) that condition has not been fulfilled,

as may be necessary to make the Acceptance Form a valid acceptance of this Offer and to enable registration of the transfer of your Adsteam Shares to SvitzerWijsmuller; and

all contracts resulting from the acceptance of the Offer and all acceptances that have not resulted in binding contracts are void. In such a case, SvitzerWijsmuller will return the Acceptance Form together with all documents to the address shown in the Acceptance Form and notify ASTC of the lapse of the Offer in accordance with Rule 14.19 of the ASTC Settlement Rules.

(b) if any of your Adsteam Shares are in a CHESS Holding, irrevocably authorised SvitzerWijsmuller to:

(i) instruct your Controlling Participant to initiate acceptance of this Offer in respect of all such Adsteam Shares in accordance with the ASTC Settlement Rules; and

SvitzerWijsmuller may at any time at its sole discretion but in compliance with section 650F and section 630(1) of the Corporations Act, declare the Offer free from all or any of the conditions set out in each paragraph and subparagraph of Appendix 2 by notice in writing to Adsteam:

(ii) give any other instructions in relation to those Adsteam Shares to your Controlling Participant on your behalf under the sponsorship agreement between you and the Controlling Participant; and

(a) in the case of the conditions referred to in paragraph (7) of Appendix 2 - not later than three Business Days after the end of the Offer Period; or

(i) irrevocably accepted this Offer in respect of all your Adsteam Shares despite any difference between that number and the number of Adsteam Shares shown in the Acceptance Form;

(ii) represented and warranted to SvitzerWijsmuller, as a condition of the contract resulting from your acceptance of the Offer, that at the time of acceptance and at the time of transfer to SvitzerWijsmuller:

6.5 SvitzerWijsmuller may decide Offer is free from all or any of the conditions

(c) (including where the Offer is caused to be accepted in accordance with the ASTC Settlement Rules):

(b) in any other case - not later than seven days before the end of the Offer Period.

6.6 Date for giving notice on status of conditions The date for giving a notice on the status of the conditions as required by section 630(1) of the Corporations Act is 21 September 2006, subject to variation in accordance with section 630(2) of the Corporations Act in the event that the Offer Period is extended.

(A) you have paid to Adsteam all amounts which are due for payment in respect of your Adsteam Shares (other than shares held by Adsteam employees under Adsteam’s employee share plans); and

(B) all of your Adsteam Shares are fully paid and free from all mortgages, charges, liens and other encumbrances of any nature; and

(C) you have full power and capacity to sell and transfer those Adsteam Shares;

7 Effect of Acceptance By signing and returning the Acceptance Form, you will be deemed to have: (a) irrevocably authorised SvitzerWijsmuller to alter the Acceptance Form on your behalf by:

(i) inserting correct details of your Adsteam Shares;

(ii) filling in any blanks remaining on the Acceptance Form; and

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(iii) on this Offer or any takeover contract becoming unconditional, irrevocably appointed


SvitzerWijsmuller and each of its directors from time to time severally as your agent and attorney on your behalf to:

(A) attend and vote in respect of your Adsteam Shares at all general meetings of Adsteam;

(B) at SvitzerWijsmuller’s discretion, pay Adsteam, or any other party, all or part of any amounts contemplated by clause 5.1 of these terms;

(C) receive from Adsteam or any other party, and retain, any share certificates which were held by Adsteam, or any other party, whether pursuant to the terms of any employee incentive scheme (including, without limitation, any employee share scheme) or otherwise; and

Settlement Rules so as to transfer your Adsteam Shares to SvitzerWijsmuller’s Takeover Transferee Holding. SvitzerWijsmuller will be so authorised even though at the time of such transfer it has not paid the consideration due to you under this Offer. Except in relation to Adsteam Shares in a CHESS Holding, SvitzerWijsmuller may at any time deem the receipt of a signed Acceptance Form to be a valid acceptance of this Offer even though you omit to include your share certificate(s) (if any) or there is not compliance with any one or more of the other requirements for acceptance but, if SvitzerWijsmuller does so, SvitzerWijsmuller is not obliged to make the consideration available to you until all of the requirements for acceptance have been met.

8 Withdrawal SvitzerWijsmuller may withdraw unaccepted Offers at any time with the written consent of ASIC and subject to the conditions (if any) specified in such consent.

(D) sign all documents (including an instrument appointing one of SvitzerWijsmuller’s directors as a proxy in respect of any or all of your Adsteam Shares and any application to Adsteam for a replacement certificate in respect of any share certificate which has been lost or destroyed) and resolutions relating to your Adsteam Shares, and generally to exercise all powers and rights which you may have as an Adsteam Shareholder and perform such actions as may be appropriate in order to vest good title in your Adsteam Shares in SvitzerWijsmuller, and to have agreed that, in exercising such powers, any such director is entitled to act in SvitzerWijsmuller’s interests as the beneficial owner and intended registered holder of your Adsteam Shares; and

9 Variation SvitzerWijsmuller may vary this Offer in accordance with the Corporations Act.

10 Acceptances by transferees and nominees 10.1 Who may accept the Offer During the Offer Period: (a) any person who is able to give good title to a parcel of your Adsteam Shares may accept (if they have not already accepted an offer in the form of this Offer) as if an offer on terms identical with this Offer has been made to them; and (b) any person who holds one or more parcels of Adsteam Shares as trustee, nominee, or otherwise on account of another person, may accept as if a separate offer had been made in relation to:

(iv) if at the time of acceptance of this Offer your Adsteam Shares are in a CHESS Holding, authorised, with effect from the date that this Offer or any contract resulting from acceptance of this Offer is declared free from all its conditions or those conditions are satisfied, SvitzerWijsmuller to cause a message to be transmitted to ASTC in accordance with Rule 14.17.1 of the ASTC

31

(i) each of those parcels; and

(ii) any parcel they hold in their own right.


Appendix 1 - Formal terms of the Offer (continued)

10.2 Holding shares

11 Other matters

A person is taken to hold Adsteam Shares if the person is, or is entitled to be registered as, the holder of those Adsteam Shares.

11.1 Notices and other communications Subject to the Corporations Act, a notice or other communication given by SvitzerWijsmuller to you in connection with this Offer shall be deemed to be duly given if it is in writing and:

10.3 Holding shares on trust or as a nominee A person is taken to hold Adsteam Shares on trust for, as nominee for, or on account of, another person if they:

(a) is delivered at your address as recorded on the register of members of Adsteam or the address shown in the Acceptance Form; or

(a) are entitled to be registered as the holder of particular Adsteam Shares; and

(b) is sent by pre-paid ordinary mail, or in the case of an address outside Australia by pre-paid airmail, to you at either of those addresses.

(b) hold their interest in Adsteam Shares on trust for, as nominee for, or on account of, that other person.

10.4 Effective acceptance

11.2 Return of documents

An acceptance of an offer under clause 10.1(b) of these terms is ineffective unless:

If:

(a) the person who holds on account of another person, gives that other person a notice stating that Adsteam Shares consist of a separate parcel; and

(a) this Offer is withdrawn after your Acceptance Form has been sent to SvitzerWijsmuller, but before it has been received; or

(b) the acceptance specifies the number of Adsteam Shares in that parcel.

(b) for any other reason SvitzerWijsmuller does not acquire Adsteam Shares to which your Acceptance Form relates,

10.5 Notice of acceptance

SvitzerWijsmuller will despatch at your risk your Acceptance Form together with all other documents forwarded by you, to your address as shown on the Acceptance Form or such other address as you may notify in writing to SvitzerWijsmuller by, where such address is inside Australia, pre-paid ordinary post, or, where such address is outside Australia, pre-paid airmail.

A notice under clause 10.4(a) of these terms must be made: (a) if it relates to Adsteam Shares entered on an ASTC subregister - in an electronic form approved by the ASTC Settlement Rules; or (b) otherwise - in writing.

11.3 Costs and expenses

A person may, at the one time, accept for two or more parcels under this clause as if there had been a single offer for a separate parcel consisting of those parcels.

All costs and expenses of the preparation, despatch and circulation of the Bidder’s Statement and all stamp duty payable in respect of a transfer of Adsteam Shares in respect of which Offers are accepted, will be paid by SvitzerWijsmuller.

11.4 Governing Law This Offer and any contract resulting from acceptance of it is governed by the law in force in New South Wales.

32


Appendix 2 Conditions of the Offer

This Offer and the contract resulting from acceptance of this Offer are subject to the fulfilment of the following conditions:

(b) SvitzerWijsmuller is granted clearance or authorisation from the ACCC or the Australian Competition Tribunal under Part VII of the Trade Practices Act to acquire the Adsteam Shares and no application for review of any such clearance or authorisation is made within the period prescribed by that Act.

1 90% minimum acceptance During, or at the end of, the Offer Period the number of Adsteam Shares in which SvitzerWijsmuller and its associates together have relevant interests (disregarding any relevant interest that SvitzerWijsmuller has merely because of the operation of section 608(3) of the Corporations Act) is at least 90% of all the Adsteam Shares (even if that number later becomes less than 90% of all the Adsteam Shares as a result of the issue of further Adsteam Shares).

4 UK competition approval That before the end of the Offer Period the OFT makes a decision not to refer the acquisition of Adsteam Shares under the Offer or any matter arising from it to the Competition Commission and the period during which an application may be made to the Competition Appeal Tribunal under section 120 of the Enterprise Act 2002 (UK) for review of the said decision has expired without any such application having been made.

2 FIRB Approval One of the following occurs before the end of the Offer Period:

5 No material adverse change

(a) SvitzerWijsmuller receives written notice issued by or on behalf of the Treasurer stating that there are no objections under the Australian government’s foreign investment policy to the acquisition by SvitzerWijsmuller of all of the Adsteam Shares under the Offer, such notice being unconditional;

That there are no events or occurrences (including, without limitation, any liability for stamp duty or tax, liability resulting from a change of control of Adsteam or a change in the law) which, individually or when aggregated with all such events, occurrences or matters, could reasonably be expected to:

(b) the expiry of the period provided under the FATA (including where the notice to the Treasurer under FATA has been withdrawn and relodged) during which the Treasurer may make an order or an interim order under the FATA prohibiting the acquisition of Adsteam Shares under the Offer, without such an order being made; or

(a) have an adverse effect on the consolidated assets or liabilities (including contingent liabilities as recognised in the preparation of financial statements) of the Adsteam Group exceeding A$20 million; or (b) have an adverse effect on the consolidated net profits after tax of the Adsteam Group that exceeds A$5 million per annum (after taking into account any matters which offset the impact of the event or occurrence giving rise to the adverse effect),

(c) if an interim order is made to prohibit for a period of time the acquisition of Adsteam Shares under the Offer, that subsequent period for making a final order has elapsed, without any such final order being made.

and which occur, are discovered, are announced, are disclosed or otherwise become known to SvitzerWijsmuller between the Announcement Date and the end of the Offer Period other than matters that are already known by SvitzerWijsmuller before the Announcement Date.

3 ACCC approval That before the end of the Offer Period: (a) SvitzerWijsmuller receives notice in writing from the ACCC to the effect that the ACCC does not propose to intervene or seek to prevent SvitzerWijsmuller’s acquisition of Adsteam Shares under the Offer pursuant to section 50 of the Trade Practices Act; or

33


Appendix 2 - Conditions of the Offer (continued)

6 No major acquisitions or disposals

(e) Adsteam or a Subsidiary of Adsteam issues, or agrees to issue, convertible notes;

That outside the ordinary course of business or as otherwise agreed in writing between SvitzerWijsmuller and Adsteam there is no:

(f) Adsteam or a Subsidiary of Adsteam disposes, or agrees to dispose, of the whole, or a substantial part, of its business or property;

(a) purchase or other acquisition, sale or other disposal of, or offer or agreement to purchase, acquire, sell or dispose of, any property or assets (or any right, title or interest in them) the total consideration for which, or value of which, exceeds or would exceed A$20 million in aggregate;

(g) Adsteam or a Subsidiary of Adsteam charges, or agrees to charge, the whole, or a substantial part, of its business or property; (h) Adsteam or a Subsidiary of Adsteam resolves to be wound up;

(b) entry into, or offer or agreement to enter into, any other agreement arrangement, joint venture, partnership or other commitment of any kind which would require expenditure, or the foregoing of revenue of any amount which exceeds or would exceed in aggregate A$20 million; or

(i) a liquidator or provisional liquidator of Adsteam or of a Subsidiary of Adsteam is appointed; (j) a court makes an order for the winding up of Adsteam or of a Subsidiary of Adsteam; (k) an administrator of Adsteam, or of a Subsidiary of Adsteam, is appointed under section 436A, 436B or 436C of the Corporations Act;

(c) declaration of a dividend, by Adsteam or any Subsidiary which occurs, is discovered, announced, disclosed or otherwise becomes known to SvitzerWijsmuller between the Announcement Date and the end of the Offer Period.

(l) Adsteam, or a Subsidiary of Adsteam, executes a deed of company arrangement; or (m) a receiver, or a receiver and manager, is appointed in relation to the whole, or substantial part, of the property of Adsteam or of a Subsidiary of Adsteam.

7 No prescribed occurrences None of the following events happens during the period beginning on the date the Bidder’s Statement is given to Adsteam and ending at the end of the Offer Period: (a) Adsteam converts all or any of its shares into a larger or smaller number of shares; (b) Adsteam or a Subsidiary of Adsteam resolves to reduce its share capital in any way; (c) Adsteam or a Subsidiary of Adsteam:

(i) enters into a buy-back agreement; or

(ii) resolves to approve the terms of a buy-back agreement under section 257C(1) or 257D(1) of the Corporations Act;

(d) Adsteam or a Subsidiary of Adsteam issues shares (other than Adsteam Shares issued as a result of exercise of Share Acquisition Rights) or grants an option over its shares, or agrees to make such an issue or grant such an option;

34


Corporate directory

Registered office of SvitzerWijsmuller C/- Mallesons Stephen Jaques Level 53, Governor Phillip Tower 1 Farrer Place Sydney NSW 2000 Registered office of SvitzerWijsmuller A/S Pakhus 48 Sundkaj 9 2100 Copenhagen O Denmark Financial adviser Citigroup Global Markets Australia Pty Limited Citigroup Centre 2 Park Street Sydney NSW 2000 Legal adviser Mallesons Stephen Jaques Level 60 Governor Phillip Tower 1 Farrer Place Sydney NSW 2000


www.svitzerwijsmuller.com

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