B+H
OCEAN CARRIERS LTD.
 3rd
Floor, Par La Ville Place
 14
Par-La-Ville Road
 Hamilton
HM JX
 Bermuda
   NOTICE
OF ANNUAL MEETING OF SHAREHOLDERS
 July
16, 2008
 To the
Shareholders:
  The
Annual Meeting of Shareholders of B+H Ocean Carriers Ltd., a Liberian
corporation (the “Company”), will be held at the offices of the Company, 3rd
floor, Par La Ville Place, 14 Par-La-Ville Road, Hamilton, Bermuda on July 16,
2008 at 9:00 a.m. local time, and at any adjournment thereof, to consider and
act upon:
  (1)
              The
      election of four Class B directors of the Company, each of whom is to
      hold office until the 2010 Annual Meeting of Shareholders and until the
      due election and qualification of his
successor;
 (2)
              A
      proposal to apply for de-listing from the secondary listing of the
      Company’s shares on the Oslo Stock Exchange;
and
 (3)
              Such
      other business as may properly come before the meeting and any adjournment
      or adjournments thereof.
  Only
shareholders of record at the close of business on June 16, 2008 will be
entitled to notice of, and to vote at, the meeting or any adjournment
thereof.  The presence in person or by proxy of shareholders entitled
to cast a majority of the total number of votes which may be cast shall
constitute a quorum for the transaction of business at the Annual
Meeting.
  If you
cannot personally attend the Annual Meeting, it is requested that you promptly
fill out, sign, and return the enclosed proxy.
  By Order
of the Board of Directors
 DEBORAH
L.  PATERSON
 Secretary
 
 
 
 
 
 
 B+H
OCEAN CARRIERS LTD.
  PROXY
STATEMENT
  The
enclosed proxy is solicited by the Board of Directors of B+H Ocean Carriers
Ltd., a Liberian corporation (the “Company”, “we” or “us”), in connection with
the Annual Meeting of Shareholders (the “Annual Meeting”) to be held at the
offices of the Company, 3rd floor, Par La Ville Place, 14 Par-La-Ville Road,
Hamilton, Bermuda, on July 16, 2008 at 9:00 a.m., local time, and at any
adjournments thereof.
  Only
shareholders of record as of the close of business on June 16, 2008 are entitled
to notice of and to vote at the Annual Meeting or any adjournments
thereof.  On such date, the Company had outstanding 6,857,844 shares
of Common Stock, par value $.01 per share (the “Common Stock”).  Each
share of Common Stock is entitled to one vote.  The presence in person
or by proxy of shareholders entitled to cast a majority of the total number of
votes which may be cast shall constitute a quorum for the transaction of
business at the Annual Meeting.
  The
shares represented by each properly signed and returned proxy will be voted in
accordance with the instructions marked thereon or, if no instructions are
marked, will be voted for the election as directors of the nominees proposed
herein.  Any shareholder giving a proxy may revoke it at any time
before it is exercised.  Such revocation may be effected by written
notice addressed to the Secretary of the Company at its principal office at the
above address (if received by her prior to the Annual Meeting), by submission of
another signed proxy bearing a later date, or by voting in person at the Annual
Meeting.  The Company’s telephone number is (441)
295-6875.
  The costs
of soliciting proxies will be borne by the Company.  In addition to
the use of the mails, proxies may be solicited, personally or by telephone,
telegraph or facsimile, by directors, officers and other employees of the
Company, who will not be specifically compensated therefor.  The
Company will also request securities brokers, custodians, nominees and
fiduciaries to forward soliciting material to the beneficial owners of stock
held of record and will reimburse them for their reasonable out-of-pocket
expenses in forwarding soliciting material.
  This
Proxy Statement and the enclosed proxy are first being distributed to the
shareholders of the Company on or about June 18, 2008.
  The
Company is a “foreign private issuer” as defined in Rule 3b-4 under the United
States Securities Exchange Act of 1934.  Accordingly, this Proxy
Statement and the solicitation of proxies hereunder are not subject to Section
14(a) of the said Act and Regulation 14A thereunder.
   
 QUESTIONS
AND ANSWERS ABOUT THE PROXY STATEMENT
  Why
am I receiving this proxy statement and proxy card?
  You are
receiving a proxy statement and proxy card because you own shares of our Common
Stock.  This proxy statement describes the issues on which we would
like you, as a stockholder, to vote.  It also gives you information on
these issues so that you can make an informed decision.
  Who
can vote at the Annual Meeting?
  Only
stockholders of record at the close of business on June 16, 2008 will be
entitled to vote at the Annual Meeting.  On this record date, there
were 6,857,844 shares of our common stock outstanding and entitled to
vote.
  Stockholder
of Record: Shares Registered in Your Name
  If on
June 16, 2008 your shares were registered directly in your name with our
transfer agent, American Stock Transfer & Trust, then you are a stockholder
of record.  As a stockholder of record, you may vote in person at the
Annual Meeting or vote by proxy.  Whether or not you plan to attend
the Annual Meeting, we urge you to fill out and return the enclosed proxy card
to ensure your vote is counted.
  Beneficial
Owner: Shares Registered in the Name of a Broker or Bank
  If on
June 16, 2008 your shares were held, not in your name, but rather in an account
at a brokerage firm, bank, dealer, or other similar organization, then you are
the beneficial owner of shares held in “street name” and these proxy materials
are being forwarded to you by that organization.  The organization
holding your account is considered to be the stockholder of record for purposes
of voting at the Annual Meeting.  As a beneficial owner, you have the
right to direct your broker or other agent on how to vote the shares in your
account.  You are also invited to attend the Annual
Meeting.  However, since you are not the stockholder of record, you
may not vote your shares in person at the Annual Meeting unless you request and
obtain a valid proxy from your broker or other agent.
  What
is being voted on?
  You are
being asked to vote on the following proposals:
 Proposal 1 — To elect four
directors to hold office until the 2010 Annual Meeting of Stockholders;
and
 Proposal 2—A proposal to
apply for de-listing from the secondary listing of the Company’s shares on the
Oslo Stock Exchange.
  How
do I vote?
  For each
of the matters to be voted on, you may vote “For” or “Against” or abstain from
voting.  The procedures for voting are fairly simple:
  Stockholder
of Record: Shares Registered in Your Name
  If you
are a stockholder of record, you may vote in person at the Annual Meeting or
vote by proxy using the enclosed proxy card.  To vote using the proxy
card, simply complete, sign and date the enclosed proxy card and return it
promptly in the envelope provided.  If you return your signed proxy
card to us before the Annual Meeting, we will vote your shares as you
direct.  Whether or not you plan to attend the Annual Meeting, we urge
you to vote by proxy to ensure your vote is counted.  You may still
attend the Annual Meeting and vote in person if you have already voted by
proxy.  If you would like to vote in person, come to the Annual
Meeting and we will give you a ballot when you arrive.
 
 Beneficial
Owner: Shares Registered in the Name of Broker or Bank
  If you
are a beneficial owner of shares registered in the name of your broker, bank, or
other agent, you should have received a proxy card and voting instructions with
these proxy materials from that organization rather than from
us.  Simply complete and mail the proxy card to ensure that your vote
is counted.  To vote in person at the Annual Meeting, you must obtain
a valid proxy from your broker, bank, or other agent.  Follow the
instructions from your broker or bank included with these proxy materials, or
contact your broker or bank to request a proxy form.
  How
many votes do I have?
  On each
matter to be voted upon, you have one vote for each share of common stock you
own as of June 16, 2008.
  How
are votes counted?
  Votes
will be counted by the inspector of election appointed for the Annual Meeting,
who will separately count “For” and “Against” votes, abstentions and broker
non-votes.  Abstentions and broker non-votes will be counted towards
the vote total for Proposal 1 with the same effect as “For” votes, and will have
the same effect as votes “Against” Proposal 2.
  If your
shares are held by your broker as your nominee (that is, in “street name”), you
will need to obtain a proxy form from the institution that holds your shares and
follow the instructions included on that form regarding how to instruct your
broker to vote your shares.  If you do not give instructions to your
broker, the shares will be treated as “broker non-votes”.
  How
many votes are needed to approve each proposal?
  To be
approved, Proposal 1 (the director election proposal) and Proposal 2 (the Oslo
de-listing proposal) must receive the affirmative vote of the holders of a
majority of the outstanding shares represented in person or by proxy and
entitled to vote at the Annual Meeting.  If you do not vote or abstain
from voting on Proposal 1, it will have the same effect as a “For”
vote.  Broker non-votes will have the same effect as “Against” votes
only for Proposal 2.  If those present do not vote, or abstain from
voting, it will have the same effect as an “Against” vote.  Broker
non-votes will have no effect.
  What
is the quorum requirement?
  A quorum
is necessary to hold a valid meeting.  A quorum will be present if a
majority of the outstanding shares are represented in person or by proxy at the
Annual Meeting.  On the record date, there were 6,857,844 shares of
Neonode common stock outstanding and entitled to vote.  Thus, at least
3,428,923 shares must be represented in person or by proxy at the Annual Meeting
in order to have a quorum.
  Your
shares will be counted towards the quorum only if you submit a valid proxy (or
one is submitted on your behalf by your broker, bank or other nominee) or if you
vote in person at the Annual Meeting.  Abstentions and broker
non-votes will be counted towards the quorum requirement.  If there is
no quorum, a majority of the votes present at the Annual Meeting may adjourn the
Annual Meeting to another date.
  What
if I return a proxy card but do not make specific choices?
  If you
return a signed and dated proxy card without marking any voting selections, your
shares will be treated as broker non-votes and will have the same effect as
“Against” votes.
  Who
is paying for this proxy solicitation?
  We will
pay for the entire cost of soliciting proxies.  In addition to these
mailed proxy materials, our directors and employees may also solicit proxies in
person, by telephone or by other means of communication.  Directors
and employees will not be paid any additional compensation for soliciting
proxies.  We may also reimburse brokerage firms, banks and other
agents for the cost of forwarding proxy materials to beneficial
owners.
  What
does it mean if I receive more than one proxy card?
  If you
receive more than one proxy card, it means that your shares are registered in
more than one name or are registered in different accounts.  Please
complete, sign and return each
proxy card to ensure that all of your shares are voted.
  Can
I change my vote after submitting my proxy?
  Yes.  You
can revoke your proxy at any time before the final vote at the Annual
Meeting.  If you are the record holder of your shares, you may revoke
your proxy in any one of three ways:
  ·
              You
      may submit another properly completed proxy card with a later
      date;
  ·
              You
      may send a written notice that you are revoking your proxy to our
      Secretary at 3rd
      Floor, Par La Ville Place, 14 Par-La-Ville Road, Hamilton, Bermuda;
      or
  ·
              You
      may attend the Annual Meeting and vote in person.  However,
      simply attending the Annual Meeting will not, by itself, revoke your
      proxy.
  If your
shares are held by your broker or bank as a nominee or agent, you should follow
the instructions provided by your broker or bank.
  Does
the board of directors recommend approval of the proposals at the Annual
Meeting?
  Yes.  After
careful consideration, our Board of Directors recommends that our stockholders
vote FOR each of the proposals.
  Who
can help answer my questions about the proposals?
  If you
have additional questions about these proposals, you should contact Deborah
Paterson, our Secretary, at (441) 295-6875.
  How
can I find out the results of the voting at the Annual Meeting?
  Preliminary
voting results may be announced at the Annual Meeting.  Final voting
results will be published in our next report on Form 6-F.
  
 PROPOSAL
1:  ELECTION OF DIRECTORS
  The Board
of Directors recommends the election of the four nominees for Class B directors
named below.  All shares represented by each properly signed and
returned proxy will be voted in accordance with the instructions marked by the
shareholder executing it or, if no instructions are marked, will be voted for
the election of the nominees below.
  As
provided in the Company’s Articles of Incorporation, the Board of Directors is
divided into two classes, each of which serves for a two-year
term.  The Class B directors elected at the Annual Meeting will hold
office until the 2010 Annual Meeting of Shareholders and until their respective
successors are elected and shall have been qualified.  Directors of
the Company are elected by a plurality of the votes cast at a meeting of
shareholders.  Therefore, a shareholder who fails to vote, or who
withholds his or her vote from one or more nominees, will not affect the outcome
of the election, provided that a quorum is present at the Annual
Meeting.  A broker who is the record owner of Common Stock
beneficially owned by a customer will have discretionary authority to vote such
shares if the broker has not received voting instructions from the beneficial
owner by the tenth day before the Annual Meeting, provided that this Proxy
Statement is transmitted to the beneficial owner at least 15 days before the
Annual Meeting.
  Under the
terms of the Company’s Articles of Incorporation, a vote cast at the Annual
Meeting for any person other than the nominees below (or any substitute nominee
proposed by the Board of Directors) will not be valid.  See “Other Matters.”
  If for
any reason any of the nominees below shall become unavailable for election, it
is intended that all properly executed and returned proxies will be voted for a
substitute nominee designated by the Board, but the Board has no reason to
believe that this will occur.  Information concerning the four Class A
directors, whose current terms of office will continue until the 2009 Annual
Meeting, is also set forth below.
  Nominees
for Class B Directors
  Charles
L. Brock, age 65, is a member of Brock Capital Group LLC, an advisory and
investment firm.  He was a partner in the law firm of Brock Partners
which acted as United States counsel for the Company from 1995 to
1999.
 R.
Anthony Dalzell, age 63, has been affiliated since October 1995 with B+H
Management Ltd. (“BHM”).  He was appointed Treasurer and Chief
Financial Officer of the Company in March 1997.  Mr. Dalzell was
Managing Director of Ugland Brothers Ltd., a U.K.-based shipowner and
shipmanager from March 1982 until March 1988.  From April 1988 until
December 1992, he was Secretary and a Vice President of the
Company.  From June 1993 until October 1995, Mr. Dalzell was
affiliated with B+H Bulk Carriers Ltd.
  Per
Ditlev-Simonsen, age 75, is Chairman of the Board of Eidsiva Rederi ASA, an Oslo
Stock Exchange-listed shipping company with its main interests in bulk, car and
ro-ro carriers.  Mr. Ditlev-Simonsen has more than 35 years experience
in international shipping and offshore drilling.  In the years
1991-1996, he was Chairman of the Board of Christiania Bank og Kreditkasse,
Norway’s second largest commercial bank and one of the world’s largest shipping
banks.  Mr. Ditlev-Simonsen, the former Mayor of Oslo, has served as a
member of the Norwegian Parliament and the Oslo City Council, and as Chairman of
the Conservative Party in Oslo.  He was also Minister of Defense in
the Norwegian Government from October 1989 to November 1990.
  O.
Michael Lewis, age 58, was the Senior Partner of London law firm Peachey &
Co. from 1997 to 2005, having been a partner since 1979.  Mr. Lewis
specialized in advising international shipping groups.  Mr. Lewis is a
trustee of the Boris Karloff Charitable Foundation.
  Class
A Directors Continuing in Office
  Michael
S. Hudner, age 61, has been President and Chief Executive Officer and a director
of the Company since 1988 and Chairman of the Board of the Company since October
1993.  He is also President and a director of BHM.  Since
1978, Mr. Hudner in his capacity as a partner in B+H Company (“BHC”) and its
predecessor, was primarily responsible for the acquisition and financing of over
100 bulk carriers, product tankers and crude oil tankers for BHC and its
affiliates and joint ventures (including all of the vessels owned by the
Company).  Mr. Hudner is a member of the New York Bar, and is a member
of the Council of the American Bureau of Shipping.
  Trevor J.
Williams, age 65, has been principally engaged as President and Director of
Consolidated Services Limited, a Bermuda-based firm providing management
services to the shipping industry since 1985.  He has been a director
and a Vice President of the Company since 1988 and BHM since 1987.
  John M.
LeFrere, age 63, has been a private investor in and financial consultant to
several major corporations since March 1996.  From February 1993 to
March 1996, he was a Managing Director of Bankers Trust Company of New York in
charge of Research for the Equity Capital Markets Division.  Mr.
LeFrere is President of J.V. Equities Corp., an investment banking firm, and
partner in several research and investment banking firms.
  Anthony
J. Hardy, age 69, has been Chairman since 1986 of A. J. Hardy Limited of Hong
Kong, a consulting firm to the shipping industry and from 1997-2005 was Chairman
of Heath Lambert Brothers Ltd. of Hong Kong, worldwide insurance brokers and
risk consultants.  He was Chairman (1972-1986) and Managing Director
(1965-1981) of the Wallem Group of Companies, a major international shipping
group headquartered in Hong Kong.  He was Chairman of the Hong Kong
Shipowners Association from 1970 to 1973.  Mr. Hardy has devoted 45
years to many aspects of the shipping industry, such as shipbroking, ship
management, offshore oil rigs, and marine insurance.
  Audit
Committee
  The
By-Laws of the Company provide for an Audit Committee of the Board of Directors
consisting of two or more directors of the Company designated by a majority vote
of the entire Board.  The Audit Committee consists of directors who
are not officers of the Company and who are not and have not been employed by
BHM or by any person or entity under the control of, controlled by, or under
common control with, BHM.  The Audit Committee is currently comprised
of Messrs.  Brock (Chairman), Ditlev-Simonsen and Lewis and is
currently charged under the By-Laws with reviewing the following matters and
advising and consulting with the entire Board of Directors with respect thereto:
(a) the preparation of the Company’s annual financial statements in
collaboration with the Company’s independent certified accountants; (b) the
performance by the Manager of its obligations under the Management Services
Agreement with the Company; and (c) all agreements between the Company and the
Manager, any officer of the Company, or affiliates of the Manager or any such
officer.  The Audit Committee, like most independent Board committees
of public companies, does not have the explicit authority to veto any actions of
the entire Board of Directors relating to the foregoing or other matters;
however, the Company’s senior management, recognizing their own fiduciary duty
to the Company and its shareholders, is committed not to take any action
contrary to the recommendation of the Audit Committee in any matter within the
scope of its review.
  Miscellaneous
  No family
relationships exist between any of the executive officers and directors of the
Company.  The Board of Directors has no standing Nominating,
Compensation or Stock Option Committees.
  INTEREST
OF MANAGEMENT IN CERTAIN TRANSACTIONS
  The
shipowning activities of the Company are managed by B+H Management Ltd. (“BHM”)
under a Management Services Agreement (the “Management Agreement”) dated June
27, 1988 and amended on October 10, 1995, subject to the oversight and direction
of the Company’s Board of Directors.  Mr. Hudner is President of
BHM.
  The
shipowning activities of the Company entail three separate functions, all under
the overall control and responsibility of BHM: (1) the shipowning function,
which is that of an investment manager and includes the purchase and sale of
vessels and other shipping interests; (2) the marketing and operations function
which involves the deployment and operation of the vessels; and (3) the vessel
technical management function, which encompasses the day-to-day physical
maintenance, operation and crewing of the vessels.
  The
Management Agreement may be terminated by the Company in the following
circumstances: (i) certain events involving the bankruptcy or insolvency of BHM;
(ii) an act of fraud, embezzlement or other serious criminal activity by Michael
S. Hudner, Chief Executive Officer, President, Chairman of the Board and
significant shareholder of the Company, with respect to the Company; (iii) gross
negligence or willful misconduct by BHM; or (iv) a change in control of
BHM.
  BHM
employs Navinvest Marine Services (USA) Inc.  (“NMS”), a Connecticut
corporation, under an agency agreement, to assist with the performance of
certain of its financial reporting and administrative duties under the
Management Agreement.  Mr. Hudner is the sole shareholder of
NMS.
  Currently,
the Company pays BHM a monthly rate of $6,476 per vessel for general,
administrative and accounting services, which may be adjusted annually for any
increases in the Consumer Price Index.  During the year ended December
31, 2007, the Company paid BHM fees of approximately $1,126,000 for these
services.
  The
Company also pays BHM a monthly rate of $13,296 per medium range (MR) product
tanker and $16,099 per Panamax product tanker or ore/bulk/oil combination
carrier (OBO) for technical management services, which may be adjusted annually
for any increases in the Consumer Price Index.  Vessel technical
managers coordinate all technical aspects of day to day vessel operations
including physical maintenance, provisioning and crewing of the
vessels.  During the year ended December 31, 2007, Company paid BHM
fees of approximately $2,539,000 for these services.
  The
Company engages BHM to provide commercial management services at a monthly rate
of $10,545 per vessel, which may be adjusted annually for any increases in the
Consumer Price Index.  BHM obtains support services from Protrans
(Singapore) Pte. Ltd., which is owned by BHM.  Commercial managers
provide marketing and operations services.  During the year ended
December 31, 2007, the Company paid BHM fees of approximately $1,835,000 for
these services.
  The
Company engaged Centennial Maritime Services Corp. (“Centennial”), a company
affiliated with the Company through common ownership, to provide manning
services at a monthly rate of $1,995 per vessel and agency services at variable
rates, based on the number of crew members placed on board.  During
the year ended December 31, 2007, the Company paid Centennial manning fees of
approximately $662,000.
  BHM
received arrangement fees of $196,000 in connection with the financing of the
M/T CAPT. THOMAS J HUDNER in October 2007, $340,000 in connection with the
financing of the four MR conversions in December 2007 and $270,000 in connection
with the financing of the OBO SAKONNET in January 2007.  The Company
also paid BHM standard industry chartering commissions of $717,000 in 2007, in
respect of certain time charters in effect during those
periods.  Clearwater Chartering Corporation, a company affiliated
through common ownership, was paid $1,362,000 in 2007 for standard industry
chartering commissions.
  During
2007, the Company paid fees of $501,000 to J.V. Equities, Inc.  for
consulting services rendered.  J.V. Equities is controlled by John
LeFrere, a director of the Company.
  During
2007, the Company paid fees aggregating $186,000 to R. Anthony Dalzell and Dean
Investments for consulting services rendered.  Dean Investments is
deemed to be controlled by R. Anthony Dalzell, the Chief Financial Officer, Vice
President and a director of the Company.
  During
1998, the Company’s Board of Directors approved an agreement with BHM whereby up
to 110,022 shares of common stock of the Company will be issued to BHM for
distribution to individual members of management, contingent upon certain
performance criteria.  The Company will issue the shares of common
stock to BHM at such time as the specific requirements of the agreement are
met.  During 2007, 2,275 shares, bringing the total to 64,522 shares,
have been issued from treasury stock where these shares were held for this
purpose.  The Company recorded compensation cost of $34,000, based on
the market price of the shares at the date of issue.
  As a
result of BHM’s possible future management of other shipowning companies and
BHM’s possible future involvement for its own account in other shipping
ventures, BHM may be subject to conflicts of interest in connection with its
management of the Company.  To avoid any potential conflict of
interest, the management agreement between BHM and the Company provides that BHM
must provide the Company with full disclosure of any disposition of handysize
bulk carriers by BHM or any of its affiliates on behalf of persons other than
the Company.
  For the
policy year ending February 20, 2008, the Company placed the following insurance
with Northampton Assurance Ltd. (“NAL”):
  ·
              65%
      of its Hull & Machinery (“H&M”) insurance for claims in excess of
      minimum $120/125,000 each incident, which insurance NAL fully
      reinsured.
  ·
              70%
      of its H&M insurance on 6 vessels of up to $50,000 in excess of
      $120/125,000 each incident; and
  ·
              70%
      of its H&M insurance on 1 vessel up to $100,000 in excess of
      $120/125,000 each incident.
  The
Company paid insurance premiums of $896,000 to NAL (of which $813,000 was ceded
to reinsurers) and approximately $188,000 of brokerage
commissions.  The Company had accounts payable to NAL of $135,000 at
December 31, 2007.  NAL paid consulting fees of $174,000 during 2007
to a company deemed to be controlled by Mr. Dalzell.
  The
Company believes that the terms of all transactions between the Company and the
existing officers, directors, shareholders and any of their affiliates described
above are no less favorable to the Company than terms that could have been
obtained from third parties.
 
 
 PROPOSAL
2:  DELISTING FROM OSLO STOCK EXCHANGE
  Background
and reasoning for the proposal to apply for de-listing of the Company’s shares
from the secondary listing on the Oslo Stock Exchange
  The Board
of Directors proposes to the shareholders to resolve to apply for delisting from
the secondary listing of the Company’s shares on the Oslo Stock Exchange (the
“OSE”).
  In April
2006, the Company obtained a secondary listing for its shares of Common Stock
(the “Shares”) on the OSE.  The Shares are traded under the ticker
code BHOC.  The purpose of the secondary listing was to improve the
trading and liquidity of the Company's shares through a listing in a market
which was known to have special experience in the shipping
industry.  At the time of listing approximately 1.8 million shares
were registered with the VPS, the custodian/registrar for Shares trading on the
OSE.  The number of round lot holders was around 100, which at the
time fulfilled the required number for a secondary listing.
  Over the
last two years, there has been a very low level of trading on the
OSE.  As of June 5, 2008, the Shares have been traded on 7 of 107
trading days in 2008, while the Shares in 2007 were traded only on 40 of the 250
trading days.  Currently approximately 2.3 million Shares are held
through the VPS.  However, the number of round lot holders has
decreased to 63 (as of June 5, 2008), while the current OSE requirement for
secondary listed companies has been increased to 200.  The Company
notes that as of June 5, 2008, 38 of these shareholders hold 600 shares or less
and two of these shareholders hold between 601 and 1,000 shares and that these
40 shareholders holding 1,000 shares or less hold a total of 8,558
shares.
  Maintaining
a secondary listing on the OSE imposes expenses on the Company, including
expenses payable to the OSE, attorneys, advisors, the VPS,
etc.  Furthermore the administrative burden of maintaining the listing
is substantial.
  The
Company has since 1988 held a primary listing on the American Stock Exchange
(AMEX) and is traded under the symbol BHO.  Currently 6,857,844 Shares
are registered for trade on the AMEX, held by a total of 188
shareholders.  The liquidity of trading on the AMEX is significantly
better than on the OSE.  As of June 5, 2008, the shares have been
traded on 84 of the 107 trading days on the AMEX in 2008.  Further
information concerning AMEX and the Company’s listing on AMEX can be found on
www.amex.com.
  If the
Shares are de-listed from the OSE, the sub-register in the VPS will be
terminated and shares may thereafter only be traded on the AMEX.  The
current VPS registered shareholders will be able to move their shares for
continued trading on the AMEX.  Shareholders may transfer, own and
trade on the AMEX through a US broker or a Norwegian
custodian.  Transfer of the shares to the AMEX may be completed by
contacting a US broker or, for shareholders who wish to maintain a Norwegian
point of contact for their Shares in the Company after a de-listing at the OSE,
by contacting a Norwegian bank offering custodian services for shares traded in
the US.  A few Norwegian banks offer such service to Norwegian retail
investors, including the current VPS of the Company, DnBNOR, which may be
contacted by calling Mona Kopperud of DnBNOR Custody and Investor Services at
+47 22 94 93 51.  Regardless of the method chosen for transferring the
Shares to the US market, the Company will cover costs connected with such
transfer up to US$125.00 per shareholder.
  Recognizing
that a number of the VPS shareholders hold less than 10 round lots (equaling
1,000 shares), of which several are Norwegian retail investors, the Company
will, if the Shares are de-listed from the OSE, offer to buy up to 1000 Shares
from each shareholder recorded in the VPS on June 16, 2008, the record date for
the Company’s Annual Meeting, scheduled for July 16, 2008.  The offer
will only be launched if the OSE resolves to de-list the Shares of the Company
and will in such case be directed to the shareholders recorded on the record
date for the Annual Meeting, within 10 trading days after the resolution to
de-list has been passed by the OSE.  The price offered will equal the
volume weighted average price of the shares on the AMEX calculated on the basis
of the 20 trading days preceding the record date for the Annual Meeting, limited
however to a maximum price of US$12.00 per share.  Shareholders who
accept this offer will not be entitled to any contribution to transfer cost as
mentioned in the preceding paragraph.
  If the
Company is de-listed from the OSE, shareholders who do not sell their Shares to
the Company or transfer their shares to the AMEX will receive physical Share
certificates when the sub-register in the VPS is terminated.
  The Board
of Directors believes that the secondary listing in Oslo has failed to meet the
objectives set by the Company 2006, and consequently the additional
administrative burden and expense of maintaining the secondary listing cannot be
justified.  It is therefore proposed that the Company applies to OSE
for the delisting of its shares.  Under the Continuing Obligations of
the OSE, a shareholder resolution passed by a majority equaling the majority
required to amend the By-laws is required to apply for a
de-listing.  Under Liberian law and the Company’s By-laws, a
resolution to apply for de-listing may be passed by a simple majority of the
shareholders present or voting by proxy at the Annual Meeting.
  The Board
of Directors proposes that the shareholders pass the following resolution:
  “RESOLVED,
that B+H Ocean Carriers Ltd. apply for de-listing from its secondary listing at
the Oslo Stock Exchange, and further that the shareholders instruct the Board of
Directors and management of the Company to initiate the de-listing process as
soon as possible, and further that, once de-listed, the Company take appropriate
actions to terminate the sub-register currently maintained in the
VPS.”
  THE
BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF PROPOSAL 2
  
 BENEFICIAL
OWNERSHIP OF COMMON STOCK
 BY
PRINCIPAL SHAREHOLDERS AND MANAGEMENT
  The
following table sets forth information as of May 31, 2008, concerning the
beneficial ownership of the Common Stock of the Company by (i) the only
persons known by the Company’s management to own beneficially more than 5% of
the outstanding shares of Common Stock, (ii) each of the Company’s
directors and executive officers, and (iii) all executive officers and
directors of the Company as a group:
  Name
      of Beneficial Owner
              Number
                of
      Shares
                Beneficially
                Owned
              Percent
      of
                Common
                Stock
      (a)Northampton
      Holdings Ltd.
              2,011,926
              29.30%Michael
      S. Hudner (b)
              3,686,809
              53.69%Fundamental
      Securities International Ltd.
              1,415,243
              20.61%Devonport
      Holdings Ltd. (c)
              1,415,243
              20.61%Harbor
      Holdings Ltd.
              202,500
              2.95%Charles
      L. Brock
              2,500
              *R.
      Anthony Dalzell (d)
              57,140
              *Dean
      Investments
              54,540
              *John
      M. LeFrere
              2,500
              *Anthony
      J. Hardy
              2,500
              *Per
      Ditlev-Simonsen
              —
              *Trevor
      J. Williams (e)
              3,486,809
              50.78%O.
      Michael Lewis
              2,500
              *Caiano
      Ship AS (f)
              1,146,667
              16.70%Goldman
      Sachs International, L.P.(f)
              561,130
              8.20%HBK
      Investments L.P. (f)
              532,400
              7.80%All
      executive officers and directors as a group (8 persons)
              3,699,309
              53.87%
 
 *           Less
than 1%
  (a)
              As
      used herein, the term beneficial ownership with respect to a security is
      defined by Rule 13d-3 under the Exchange Act as consisting of sole or
      shared voting power (including the power to vote or direct the vote)
      and/or sole or shared investment power (including the power to dispose or
      direct the disposition) with respect to the security through any contract,
      arrangement, understanding, relationship, or otherwise, including a right
      to acquire such power(s) during the next 60 days.  Unless
      otherwise noted, beneficial ownership consists of sole ownership, voting,
      and investment power with respect to all shares of common stock shown as
      beneficially owned by them.
  (b)
              Comprised
      of shares shown in the table as held by Northampton Holdings Ltd. (“NHL”),
      Fundamental Securities International Ltd. (“Fundamental”), Harbor Holdings
      Ltd. (“Harbor”) and Dean Investments (“Dean”).  Mr. Hudner is a
      general partner in the partnership which is the ultimate parent of
      Fundamental and a general partner in the ultimate owner of the general
      partner of B+H/Equimar 95 Associates, L.P. (“95 Associates”), which is a
      60.6% owner of NHL.  Fundamental is a 30.3% shareholder of
      NHL.  Mr. Hudner and a trust for the benefit of his family own
      Harbor, a Connecticut corporation.  Anthony Dalzell is a
      beneficial owner of Dean Investments, a Cayman Islands
      corporation.  Mr. Dalzell and Dean Investments executed a Voting
      Agreement, dated as of September 29, 2006 (the “Voting Agreement”), with
      the other entities noted above.  Under the Voting Agreement, Mr.
      Dalzell and Dean Investments agreed to vote Shares as determined by the
      majority in interest of the reporting persons.  Accordingly, Mr.
      Hudner may be deemed to share voting and dispositive power as an indirect
      beneficial owner of the shares held by NHL, Fundamental, Harbor, Mr.
      Dalzell and Dean.
  (c)
              Devonport
      Holdings Ltd. is a general partner of the partnership that is the ultimate
      parent of Fundamental and is also a general partner in the ultimate owner
      of the general partner of 95
Associates.
  (d)
              Includes
      57,040 shares held by Dean.
  (e)
              Comprised
      of shares shown in the table for NHL, Fundamental, Dean and 2,500 shares
      held individually.  Mr. Williams is president and a director of
      Fundamental and the president and a director of 95
      Associates.  Accordingly, Mr. Williams may be deemed to share
      voting and dispositive power as an indirect beneficial owner of the shares
      held by NHL, Fundamental, Mr. Dalzell and
Dean.
  (f)
              According
      to a shareholders list provided by VPS, the registrar for the Company’s
      Common Stock in Oslo, Norway.
  LEGAL
PROCEEDINGS
  There are
no material pending legal proceedings to which the Company or any of its
subsidiaries is a party or of which any of its or their property is the subject,
other than ordinary routine litigation incidental to the Company’s
business.
  INDEPENDENT
PUBLIC ACCOUNTANTS
  Ernst
& Young LLP was appointed as the Company’s Independent Registered Public
Accounting Firm in January 2006.  The Company does not expect a
representative of Ernst & Young LLP to be present at the Annual
Meeting.
  EXEMPTIONS
FOR A CONTROLLED COMPANY ELECTION
  The
American Stock Exchange has established specific exemptions from its listing
standards for controlled companies, i.e., companies of which more than 50% of
the voting power is held by an individual, a group or another
entity.  The Company is a “controlled Company” by virtue of the fact
that Michael S. Hudner, Trevor Williams and R. Anthony Dalzell, each an officer
and a director of the Company, jointly control a majority interest in the stock
of the Company.  Messrs. Hudner and Williams, together with certain
other entities, have filed a Schedule 13D with the Securities and Exchange
Commission (“SEC”) affirming that as members of a group they share voting power
of over 50.5% of the Company’s outstanding voting stock.  Mr. Dalzell
and an affiliated entity have agreed to cause their beneficially owned shares to
be voted with Messrs. Hudner and Williams.  Please see “BENEFICIAL
OWNERSHIP OF COMMON STOCK BY PRINCIPAL SHAREHOLDERS AND
MANAGEMENT.”
  The
Company has elected to rely upon certain of the exemptions provided in the
American Stock Exchange rules.  Specifically, the Company will rely on
exceptions to the requirements that listed companies (i) have a majority of
independent directors, (ii) select, or recommend for the Board’s selection,
director nominees by a majority of independent directors or a nominating
committee comprised solely of independent directors, and (iii) determine officer
compensation by a majority of independent directors or a compensation committee
comprised solely of independent directors.  Notwithstanding the above,
the Company’s current practices include (i) selecting director nominees by the
full Board of Directors, and (ii) determining officer compensation by a majority
of independent directors.
  OTHER
MATTERS
  The
Company is unaware of any matters, other than those identified above, which will
be brought before the Annual Meeting for action.  However, if any
other matters properly come before the Annual Meeting, it is the intention of
the persons named in the enclosed proxy to vote such proxy in accordance with
their judgment in such matters.
  In
accordance with the Company’s Articles of Incorporation, no individual shall be
elected a director (other than the existing officers and directors of the
Company and persons elected by the directors then in office to fill a vacancy)
unless the name of such person, together with a written consent to serve if
elected and such written information as may at the time be required by or
pursuant to the Company’s By-Laws, shall have been filed with the Secretary of
the Company at its executive offices in Hamilton, Bermuda, no later than the
adjournment of the Annual Meeting of Shareholders for the year immediately
preceding the Annual Meeting at which such person intends to be a candidate for
director, or 12 months prior to the day on which the Annual Meeting is to be
held, if the person intends to be a candidate for director at a Annual Meeting
of Shareholders.  There is no Annual Meeting of Shareholders scheduled
at this time.
  Pursuant
to the Company’s By-Laws, the Board of Directors has resolved that the following
written information, given under oath, must be submitted by persons seeking
election as director in accordance with the above-mentioned procedure: (1) any
information relating to the candidate and his affiliates which would be required
to be disclosed in a proxy solicitation for the election of directors of the
Company pursuant to Regulation 14A under the Securities Exchange Act of 1934,
including, but not limited to, the information required by Items 103, 401, 403
and 404 of Regulation S-K of the Securities and Exchange Commission; (2)
description of the candidate’s experience in the shipping industry and other
qualifications of the candidate which in his view would make him a suitable
director of the Company; and (3) a description of the candidate’s reasons for
seeking election to the Company’s Board of Directors, which description must
include any plans or proposals which the candidate may have which relate to or
would result in any of the actions described in Item 4 of Schedule 13D under the
Securities Exchange Act of 1934.  Such information shall include an
undertaking to submit to the Secretary of the Company a statement amending any
of the foregoing information promptly after any material change occurs in such
information as previously submitted.
  IT
IS IMPORTANT THAT YOUR PROXY BE EXECUTED AND RETURNED PROMPTLY, NO MATTER HOW
SMALL OR LARGE YOUR HOLDING MAY BE!
    Dated:                      June
18, 2008
  
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