1

OOcceeaann CCoonnttaaiinneerrss LLiimmiitteedd

Disclaimer: The contents of this presentation are entirely based on disclosures made by the company. Therefore, DSE does not assume any responsibility on the authenticity of the facts and figures presented thereof.

(If there is any contrary information please communicate with DSE through e-mail: listing@dsebd.org) Brief Overview of the Company 1. Date of Incorporation : 26th April 1986

2. Converted into PLC : 18th January 1992

3. Authorized Capital : Tk.500.00 m

4. Paid up Capital : Tk.238.00 m (as on 15.06.09)

5. Business : Provide Off-Dock Services as Inland

Container Depot with facilities for Empty

Container Storage and Container Freight

Station for handling both import and

export cargo.

6. Offloading of 11,900,000 Ordinary shares of Tk. 10 each Totaling Tk.

119,000,000.00 which is 50% of existing paid-up capital.

History of Paid up Capital :

Year Issued, Subscribed and Paid-up Capital (million

Tk.)

Sources of Capital

2000-2002 20.00 Issued on cash 2003 70.00 Issued on Bonus shares @ 250% in total

Tk.50.00m 2004-2008 70.00

15.06.09 238.00 Issued on Bonus shares @ 240% in total Tk. 168.00 m

Issue Manager: ICB Capital Management Limited. Auditor: Basu Banerjee Nath & Co.

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OOcceeaann CCoonnttaaiinneerrss LLttdd.. At a glance

Ocean Containers Limited (the Company/OCL), initially incorporated as a Private Company on 26th April 1986, was converted into a Public Company on 18th January 1992 in terms of the provisions under section 154 of the Companies Act, 1913. The Company’s Registered Office at Katghar, Chittagong- 4204 with Corporate Office at Summit Centre, 18 Kawran Bazar C/A. Dhaka-1215. The principal activity of the Company is to provide Off-Dock Services as Inland Container Depot (ICD) with facilities for Empty Container Storage and Container Freight Station (CFS) for handling both import and export cargo. OCL is the pioneer for Inland Container Depot (ICD) and Container Freight Stations (CFS) in Bangladesh. It is located at Patenga Industrial Area of Chittagong on the International Airport road, which is only 6 km from the country’s largest seaport, Chittagong Port. OCL owns over 14 acres of Custom bonded free hold land. Its activities, though initially limited to storage of Empty Containers, now comprises of stuffing and unstuffing of 7,000+ Containers on monthly basis and a daily empty storage of 1,800 Containers (TEUs). With the logistic support of its surface transport wing, OCL can deliver containers anywhere in Bangladesh. Its fully computerized system allows it to keep track of all containers. OCL is an ISO 9001: 2000 Quality Management Certified company. It is the first company in Bangladesh to have the ISO certification for Inland Container Depot (ICD) and Container Freight Station (CFS). Services of the company: OCL offers three types of services to its valued clients i.e. Inland Container Depot (ICD), Container Freight Station (CFS) operation and customized services. Besides, during 2008, it got permission for import operation from Chittagong Port Authority. Various services under different operational areas of OCL are delineated in the following table:

ICD CFS Customized Service • container handling • empty container

removal plan wise container stacking at yard

• empty redelivery in various location (i.e. redelivery at CPA\ CY, Shipper premises or direct vessel hock)

• export cargo receiving

• cargo stacking at warehouse

• stuffing of container

• unstuffing of import container

• container repair and maintenance

• fumigation • condition survey • prepare documentation

and arrange stuffing as per shipper\ shipping agent \ NVOCC or MLO’s stuffing plan.

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Name & position of all the Directors of the company: Sl No Name of the directors Position

1 Mr. Muhammed Aziz Khan Chairman 2 Mr. Syed Ali Jowher Rizvi Managing Director 3 Dr. Syed Ali Gowher Rizvi, Director 4 Mrs. Anjuman Aziz Khan, Director 5 Mrs. Sobera Ahmed Rizvi, Director

6 Mr. Latif Khan Director

7 Mrs. Ayesha Aziz Khan, Director

8 Ms. Adeeba Aziz Khan Director

9. Mr. Syed Yasser Haider Rizvi DMD

10. Mr. Syed Nasser Haider Rizvi DMD

11. Mr. Faisal Karim Khan DMD Ownership of the Company’s Securities: Sl No Shareholder's Name No of Shares

1 Mr Muhammed Aziz Khan 7 2 Mrs. Sobera Ahmed Rizvi 8

3 Summit Industrial & Mercantile Corporation (Pvt) Ltd. 4

4 Mr. Syed Ali Jowher Rizvi 5 5 Mrs. Anjuman Aziz Khan 4 6 Cosmopolitan Traders (Pvt) Ltd. 4 7 Ms. Ayesha Aziz Khan 6 8 Alliance Holdings Ltd. 5 9 Ms. Adeeba Aziz Khan 6

10 Ms. Azeeza Aziz Khan 6 11 Summit Alliance Port Limited 23,799,945

Total 23,800,000

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Name and address of the persons owning 5% or more of the securities of the issuer:

Sl No

Name of the Owners of Securities Position

No of Shares

Amount in Taka

Percentage of

Ownership

1 Summit Alliance Port Limited

Holding Company 23,799,945 237,999,450

Almost 100%

23,799,945 237,999,450

Mailing address of owners of Summit Alliance Port Limited is at Summit Centre (12th Floor), 18 Kawran Bazar Commercial Area, Dhaka-1215. Holding position of any director in any company, society, trust, organization or other firms: Sl No

Name of director Name of company where the director is involved

Position in that

company

1 Mr. Muhammed Aziz Khan

Summit Power Limited Khulna Power Company Limited Summit Industrial & Mercantile Corpn. (Pvt) Ltd. Cosmopolitan Traders (Pvt) Ltd. Summit Alliance Port Limited Ocean Containers Limited

Chairman

2 Mr. Syed Ali Jowher Rizvi

Alliance Holdings Limited Summit Alliance Port Limited Ocean Containers Limited Global Beverage Co. Ltd. PEB Steel Alliance Ltd

Managing Director

3 Mrs. Anjuman Aziz Khan

Summit Power Limited Khulna Power Company Limited Summit Industrial & Mercantile Corpn. (Pvt) Ltd. Cosmopolitan Traders (Pvt) Ltd Summit Alliance Port Limited Ocean Containers Limited

Director

4 Mrs. Sobera Ahmed Rizvi

Alliance Holdings Limited Summit Alliance Port Limited Ocean Containers Limited

Director

5 Ms. Ayesha Aziz Khan

Summit Power Limited Khulna Power Company Limited Summit Industrial & Mercantile Corpn. (Pvt) Ltd. Cosmopolitan Traders (Pvt) Ltd Summit Alliance Port Limited

Director

5

Ocean Containers Limited

6 Ms. Adeeba Aziz Khan

Summit Industrial & Mercantile Corpn. (Pvt) Ltd. Cosmopolitan Traders (Pvt) Ltd Summit Alliance Port Limited Ocean Containers Limited

Director

7 Mr. Latif Khan

Summit Power Limited Khulna Power Company Limited Summit Industrial & Mercantile Corpn. (Pvt) Ltd. Cosmopolitan Traders (Pvt) Ltd Summit Alliance Port Limited Ocean Containers Limited

Director

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Mr. Syed Yasser Haider Rizvi

Summit Alliance Port Limited Ocean Containers Limited Alliance Holdings Limited Global Beverage Co. Ltd.

Dy. Managing Director

9

Mr. Syed Nasser Haider Rizvi

Summit Alliance Port Limited Ocean Containers Limited

Dy. Managing Director

10 Mr. Faisal Karim Khan

Summit Alliance Port Limited Ocean Containers Limited Summit Power Limited

Dy. Managing Director

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Dr. Syed Ali Gowher Rizvi

Summit Alliance Port Limited Ocean Containers Limited Alliance Holdings Limited Global Beverage Co. Ltd.

Director

Description of Property: Information in respect of properties, plants and equipments: The company itself owns the entire fixed assets except lease hold assets. The properties, plants and equipments owned by the company and written down value thereof are stated as follows: Sl No

Classes of Property, Plant and Equipment

WDV at 31-12-2008

WDV at 31-12-2007

1 Land and Land Development 852,348,000 417,866,700 2 Building and Other Construction 366,766,887 205,299,537 3 Plant and Machinery 91,936,204 50,314,726 4 Office Equipment 4,702,431 2,544,712 5 Furniture and Fixtures 4,245,691 3,461,944 6 Vehicles 6,650,197 4,778,479

Total 1,326,649,410 684,266,098 Plant and Machinery includes leased equipment having WDV at Tk.2,786,847/- as at 31 December 2008.

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Location of the principal plants and other property and the condition thereof: LANDS:

LOCATION SALE DEED DATED MOUZA R.S. BS AREA IN

CONDITION

No. KHATIAN KHATIAN DECIMAL Katghar,

Patenga, Ctg. 1114 06-03-1991 Uttar Patenga 2286 1390 60.000 Good

Do 1293 16-03-1991 Uttar Patenga 2321 232 20.000 Good

Do 1215 11-03-1991 Uttar Patenga 2321 32.000 Good

Do 1376 19-03-1991 Uttar Patenga 2321,2323,2324 232,1407,625 218.330 Good

Do 2611 08-06-1991 Uttar Patenga 2323 1363 9.500 Good

Do 3540 10-07-1991 Uttar Patenga 2321 232 3.000 Good

Do 1072 10-08-1986 Uttar Patenga 2345,2339 888,777 40.000 Good

Do 2136 31-07-1986 Uttar Patenga 2339,2345 888,777 40.000 Good

Do 5424 10-08-1986 Uttar Patenga 2345,2339 888,777 40.000 Good

Do 5143 31-07-1986 Uttar Patenga 2345,2339 888,777 40.000 Good

Do 6892 25-10-1995 Uttar Patenga 2345,2339 888,777 80.000 Good

Do 6893 25-10-1995 Uttar Patenga 2345,2339 888,777 85.000 Good

Do 6894 25-10-1995 Uttar Patenga 2345,2339 888,777 128.000 Good

Do 6895 25-10-1995 Uttar Patenga 2345,2339 888,777 168.000 Good

Do 2326 09-04-1997 Uttar Patenga 2347 1697 250.000 Good

Do 7075 09-11-1997 Uttar Patenga 2286 1770 88.500 Good

Do 4692 21-07-1998 Uttar Patenga 2339 1050 20.000 Good

Do 1193 02-03-1998 Uttar Patenga 2321 232 13.830 Good

Do 3993 25-06-1998 Uttar Patenga 2294,2991,632 1020,861,291,260 6.000 Good

Do 3994 25-06-1998 Uttar Patenga 2323 226 18.000 Good

Do 4794 20-07-1999 Uttar Patenga 2321 232 5.500 Good

Do 1696 08-04-2001 Uttar Patenga 2339 1050 20.000 Good

Do 2614 10-04-2004 Uttar Patenga 2321 892 24.330 Good

Do 2885 19-04-2004 Uttar Patenga 2321 892 0.590 Good

Do 1369 05-03-2003 Uttar Patenga 2294 380 10.000 Good

Total 1,420.580

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BUILDINGS: SL.No. PARTICULARS AREA (Sft) CONDITION

A. Sheds: 1 Prefabricated Shed-1 with extension 25,745 Good 2 Prefabricated Shed-2 16,900 Good 3 Prefabricated Shed-3 & 3A 24,869 Good 4 Prefabricated Shed-4 8,200 Good 5 Prefabricated Shed-5 9,605 Good 6 Prefabricated Shed-6 60,800 Good 7 Jute Yard 8,439 Good 8 Refrigeration Yard 12,090 Good B. Buildings: 7 ICD-Old (2 Storied) 1,330 Good 8 ICD-New ( 2 Storied) 4,288 Good 9 CFS-Building (4 Storied) 4,368 Good

10 CFS-Extension (4 Storied) 2,600 Good

11 Customs Building 2,300 Good

12 Prayer Room 600 Good

13 Security Room 600 Good Total 16,086

C. Infrastructure Development:

14 Land Filling 586,681 Good

15 Pavement 425,243 Good

16 Boundary Wall 5,526 Good

17 Drain 6,957 Good

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PLANT & MACHINERY:

Sl Items Country Quan- No of Origin tity Condition 1 Second Hand KATO

Hydraulic Crane Japan 1 Good

2 Reconditoned KATO Rough Terrain Crane-KR-25 H-111

Japan 1 Good

3 Reconditoned KATO Rough Terrain Crane-KR-25 H-111

Japan 1 Good

4 Linde Material Handling Equipment Model-H18D

Germany 1 Good

5 Linde Material Handling Equipment Model-H18D

Germany 1 Good

6 Used Linde Material Handling Equipment Model-H25D

Germany 1 Good

7 Daewoo Forklift Model-FD 60 South Korea

1 Good

8 Daewoo Brand Diesel Operated Forklift-Model-D50SC-2

South Korea

1 Good

9 Daewoo Brand Diesel Operated Forklift-Model-D25S-3

South Korea

1 Good

10 Second Hand Container Handler Fantuzzi FDC

Italy 1 Good

11 Used Fantuzzi CS 45 KL Reach Stacker

Italy 1 Good

12 Fantuzzi Reach Staker Serial No-500696

UK 1 Good

13 TCM Brand Diesel Engine Driven Forklift Truck Model-FD100Z

Japan 1 Good

14 Reconditioned TCM Forklift Model-FD25Z2S

Japan 1 Good

Good 15 TCM Brand Diesel Engine Operated Forklift -Model-FD100Z8

Japan 1

16 Reconditioned TCM Forklift Model-FD-30 Z8

Japan 1 Good

17 Refurbished Linde C 80/5 Empty Container Handler

Germany 1 Good

18 PPM Crane-C580 Japan 1 Good

19 Trailer 1 Good

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Performance at a Glance: Tk. In million

Particulars 31.12.04 31.12.05 31.12.06 31.12.07 31.12.08 Turnover 199.46 200.32 218.02 256.32 447.81 Growth 0.43% 8.84% 17.57% 74.71% Operating Expense 150.71 151.58 165.67 172.42 196.43 Growth 0.58% 9.30% 4.07% 13.93% Gross Profit 48.76 48.74 52.35 83.89 251.37 Growth -0.04% 7.41% 60.25% 199.64% Administrative,Selling & Financial Expense

38.54 36.24 38.79 38.22 78.89

Growth -5.97% 7.04% -1.47% 106.41% Net Profit before Income Tax & Tax Holiday Reserve

10.21 12.50 13.56 47.60 175.86

Growth 22.43% 8.48% 251.03% 269.45% Special Reserve for Tax holiday 1.24 1.03 1.32 0.83 -16.94% 28.16% -37.12% Net Profit Before Income Tax 8.97 11.47 12.24 46.77 175.86 27.87% 6.71% 282.11% 276.01% Provision for Income Tax 2.67 3.97 5.16 36.88 65.95 Net Profit after Income Tax 6.30 7.50 7.08 9.89 109.91 Growth 19.05% -5.60% 39.69% 1011.32% Earning Per Share (EPS) 0.90 1.07 1.01 1.41 15.70 Growth 19.05% -5.60% 39.69% 1011.32%

EPS (restated considering paid-up shares as on 15.06.09)

0.26 0.32 0.30 0.42 4.62

Growth 19.05% -5.60% 39.69% 1011.32% Total Assets 793.23 697.57 700.92 876.42 1648.91 Growth -12.06% 0.48% 25.04% 88.14% Net Assets 560.30 565.37 570.67 730.42 1232.56 Growth 0.90% 0.94% 27.99% 68.75% Net Assets excluding Revaluation Surplus

239.18

NAV per share 80.04 80.77 81.52 104.35 176.08 Growth 0.90% 0.94% 27.99% 68.75% NAV per share (restated considering paid-up share as on 16.06.09)

23.54 23.76 23.98 30.69 51.79

Growth 0.90% 0.94% 27.99% 68.75%

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Particulars 31.12.04 31.12.05 31.12.06 31.12.07 31.12.08

Shareholders Equity 560.30 565.37 570.67 730.42 1232.56 No. of Shares 7000000 7000000 7000000 7000000 7000000 No. of shares as on 15.06.09 23800000 ROE 1.12% 1.33% 1.24% 1.35% 8.92% ROA 0.79% 1.08% 1.01% 1.13% 6.67% Net Profit Margin 3.16% 3.74% 3.25% 3.86% 24.54% Gross Profit Margin 24.45% 24.33% 24.01% 32.73% 56.13% Asset Utilization 25.15% 28.72% 31.10% 29.25% 27.16% Equity Multiplier 1.42 1.23 1.23 1.20 1.34 Short-term Debt 100.18 34.84 68.30 119.45 411.36 Long-term Debt 132.75 97.35 61.95 26.55 4.99 Total Debt 232.93 132.19 130.25 146.00 416.35 Capital Employed 693.05 662.72 632.62 756.97 1237.55 Total Debt to Total Asset 29.36% 18.95% 18.58% 16.66% 25.25%

Total Debt to Total Capital 33.61% 19.95% 20.59% 19.29% 33.64%

STD to Total Capital 14.45% 5.26% 10.80% 15.78% 33.24% Total Debt to total Equity 41.57% 23.38% 22.82% 19.99% 33.78% Interest Expense 15.80 12.17 8.27 4.38 19.77

EBIT 26.01 24.67 21.83 51.98 195.63

Time Interest Earned Ratio 1.65 2.03 2.64 11.87 9.90

Current Asset 147.97 39.52 47.13 192.15 322.26 Current Ratio 1.48 1.13 0.69 1.61 0.78 Quick Asset 91.76 20.03 14.90 157.55 270.83

Quick Ratio 0.92 0.57 0.22 1.32 0.66

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Net Tangible Assets per Share: Net Tangible Assets value is based on historical cost accounting (HCA) book value of shareholder’s net tangible assets, as adjusted by revaluation surplus. This is determined on the basis of audited Balance Sheet as at 31 December 2008 as follows:

31.12.2008 31.12.2007

A.1 Property, Plant and Equipment 1,326,649,410

684,266,099

A.2 Current Assets 322,264,905

192,151,868

A.3 Total Assets (A.1+A.2) 1,648,914,315 876,417,967

B.1 Less: Current Liabilities 411,356,958

119,445,211

B.2 Less: Long Term Liabilities 4,992,645

26,550,000

B.3 Total Liabilities (B.1+B.2) 416,349,603 145,995,211

C. Net Assets (A.4-B.3) 1,232,564,712 730,422,756

D. Re-stated Number of Shares 23,800,000

7,000,000

E. Net Tangible Asset Value per

Shares (C/D) 51.79

104.35

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Fixed Assets Schedule:

OCEAN CONTAINERS LIMITED FIXED ASSETS SCHEDULE AS AT DECEMBER 31, 2008

Particulars

Land

Building and other Constructions

Electric Equipment

Container Handling Equipment

Furniture and Fixtures

Office Equipment

Motor Vehicles

Other Assets

Total

Opening Block as on 01.012008 417,866,700 251,357,899 12,321,291 71,642,159 4,989,459 5,637,707 8,020,200 717,580 772,552,995

Additions during the year - 91,428,203 1,400,000 25,517,035 1,273,759 3,048,343 4,078,000 89,635 126,834,975

Gross Block as on 31-12-2008

417,866,700

342,786,102

13,721,291

97,159,194

6,263,218

8,686,050

12,098,200

807,215

899,387,970

Accumulated depreciation as on 01.01.02008 - 46,058,362 3,997,775 29,942,611 1,527,515 3,092,995 3,241,721 425,918 88,286,897

Charged during the year - 8,556,833 972,351 13,490,749 490,012 890,624 2,206,282 76,259 26,683,110

Deprecation as on 31-12-2008

- 54,615,195

4,970,126

43,433,360

2,017,527

3,983,619

5,448,003

502,177

114,970,007

Net Block as on 31-12-2008

417,866,700

288,170,907

8,751,165

53,725,834

4,245,691

4,702,431

6,650,197

305,038

784,417,963

Further revaluation surplus as on 31-12-2008

434,481,300 78,595,980 - 29,154,167 - - - - 542,231,447

WDV at current cost as on 31-12-2008

852,348,000

366,766,887

8,751,165

82,880,001

4,245,691

4,702,431

6,650,197

305,038

1,326,649,410

Depreciation is allocated as below:

2008 2007

Taka Taka

Operating Expenses

22,772,048 15,793,221

Administrative Expenses

3,911,076 6,768,523

26,683,124 22,561,744

S.F. Ahmed & Co. Chartered Accountants and Values, an associate firm of Earnest and Young, have revalued the land, Building and Other Construction and Container Handling Equipment of the Company as of 31-12-2008 following the current cost accounting method. The revaluation resulted into a further revaluation surplus aggregating Tk. 542,231,447 as of 31-12-2008.

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Risk Factors and Management Perception:

Risk is always associated with any kind of investment. So before taking decision on investing in the shares of Ocean Containers Limited, the investors should carefully analyze the following risks in addition to the information contained in the Information Document: (a) Interest rate risk: Interest rate risk is concerned with borrowed funds of short term and long-term maturity. Volatility in money market and increased demand for loans/investment funds raise the rate of interest. High rate of interest enhances the cost of fund of a Company and squeezes the profit.

Management Perception: Since the OCL has not borrowed fund at flexible rate, hence, the interest rate risk does not arise. b) Exchange rate risk: Exchange rate risk relates to transactions in foreign currency. The Company imports equipment from abroad where foreign currency is involved and exchange rate can impact such imports. Management Perception: As foreign currencies are available in money market, OCL can meet its foreign currency outflows. c) Industry risk: Like other companies, OCL also suffers from industry risks arising out of changes in customer choices. Management Perception: OCL continuously carries out research and development (R&D) to keep pace with the customer choices. d) Market & Technology related risk: Technology for a Containers Port is being upgraded in the world. Emergence of new technology may cause obsolescence of existing technology/equipment. So embracing with new technology is essential for ensuring better services at lower costs. Management Perception: OCL is aware of technological changes and has adopted new technology according to its needs. Further routine and proper maintenance of the equipment carried out by the OCL ensures longer service life for the existing equipment and facilities. e) Potential or existing Government regulations: Like other companies, OCL operations are affected by potential or existing Government regulations relating to port, import, foreign exchange, monetary and fiscal regimes. Management Perception: Since OCL is an infrastructure company, the Government regulations are mostly investment-friendly. f) Potential changes in global or national policies: The performance of the Company may be affected due to unavoidable circumstances both in Bangladesh and worldwide, such as war, terrorism, political unrest in the country or customer countries. Changes in global or national policies may also adversely affect the economy in general.

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Management Perception: The risk due to changes in global or national policies is beyond control of any company. Yet OCL has spread its import from various countries of the world to reduce the risk. Further, it adopted policies to meet the challenges from potential changes in global or national policies. g) Non-Operating History: There is no history of non-operation in the case of OCL. Management Perception: To overcome these uncertainties, the Company has its own power backup, scientific inventory management and continuous market promotion systems, which reduce the non-operating risk. h) Operational Risk: Non-availability of materials/equipment/services may affect the smooth operational activities of OCL. On the other hand, the equipment may face operational and mechanical failures due to natural disasters, terrorist attacks, unforeseen events, lack of supervision and negligence, leading to severe accidents and losses. Management Perception: The Company is equipped with power backup system, which reduces operational risk. Besides, the equipment is under insurance coverage in order to get reasonable compensation for any damages. Apart from these, routine check and proper maintenance of the equipment also reduce and eliminate the operational risk.