Wilh. Wilhelmsen ASA

AGM Information • Apr 1, 2022

WILH. WILHELMSEN HOLDING ASA NOTICE OF ANNUAL GENERAL MEETING

Wednesday 27 April 2022 at 10:00 hours at the company's premises at Strandveien 20, Lysaker, Norway.

The annual general meeting will be opened by the chair of the board of directors, Carl E Steen, in accordance with Section 5-12 of the Norwegian Public Limited Liability Companies Act.

AGENDA

• 1. Election of a person to chair the meeting
• 2. Adoption of the notice and the agenda
• 3. Election of a person to co-sign the minutes
• 4. Approval of the annual accounts and directors' report for Wilh. Wilhelmsen Holding ASA for the financial year 2021, including payment of dividend

The annual report, including the annual accounts and directors' report for Wilh. Wilhelmsen Holding ASA for the financial year 2021, together with the auditor's report, are made available on the company's website wilhelmsen.com.

The board proposes that a dividend of NOK 4.00 per share is distributed, and that the annual general meeting adopts the following resolution:

"A dividend of NOK 4.00 per share is distributed. The dividend accrues to the shareholders as of 27 April 2022."

Expected payment of dividend is 11 May 2022.

5. Authorization of the board of directors to distribute dividend

The board wishes to continue the practice of distributing dividend twice a year. The board proposes to adopt the following resolution:

"The board of directors is hereby authorised to distribute additional dividend based on the company's approved annual accounts for 2021.The authorisation may not be used to resolve to distribute additional dividend which exceeds NOK 3.00 per share. The authorisation is valid until the annual general meeting in 2023, but no longer than to 30 June 2023."

6. Remuneration report

Pursuant to Section 6-16b of the Norwegian Public Limited Liability Companies Act, the board shall for each accounting year ensure preparation of a report on the remuneration of salaries and other remuneration for leading employees covered by section 6-16a of the Norwegian Public Limited Liability Companies Act. The report is available on the company's website wilhelmsen.com. The report has been reviewed by the company's auditor in accordance with the Norwegian Public Limited Liability Companies Act section 6- 16b (4). An advisory vote is to be held at the general meeting concerning the report.

7. Statement on corporate governance

Pursuant to Section 5-6 (5) of the Norwegian Public Limited Liability Companies Act, the general meeting shall consider the statement on corporate governance submitted in accordance with Section 3-3b of the Norwegian Accounting Act. The statement is available on the company's website wilhelmsen.com. The statement shall not be subject to a vote at the general meeting.

8. Approval of the fee to the company's auditor

The board proposes that Pricewaterhouse Coopers AS' fee for audit of Wilh. Wilhelmsen Holding ASA for the financial year 2021 of NOK 651 000 (excluding VAT) is approved.

For agenda items 9-12

Reference is made to the proposal from the nomination committee of Wilh. Wilhelmsen Holding ASA to its annual general meeting to be held 27 April 2022, which is available on the company's website wilhelmsen.com.

9. Remuneration of the members of the board of directors

The nomination committee proposes the following remuneration of the members of the board for the period from the annual general meeting in 2021 until the annual general meeting in 2022:

"The chair of the board:	NOK 700 000
The other board members:	NOK 425 000
The chair of the audit committee	NOK 70 000"

10. Remuneration of the members of the nomination committee

The nomination committee proposes the following remuneration of the members of the nomination committee for the period from the annual general meeting in 2021 until the annual general meeting in 2022:

"The chair of the nomination committee: NOK 40 000 The other members: NOK 30 000"

11. Election of members of the board of directors

The board is made up of five to seven members including the chair and up to three deputy members. Board chair Carl E Steen and board member Morten Borge are already elected for one more year.

The nomination committee proposes that:

"Rebekka Glasser Herlofsen, Ulrika Laurin and Trond Westlie are re-elected as board members for a period of two years."

12. Election of member of the nomination committee

The nomination committee shall consist of two to four members, including the chair. The full nomination committee including the chair are up for election.

The nomination committee proposes that:

"Jan Gunnar Hartvig is reelected as chair and Frederik Selvaag and Silvija Seres are reelected as members of the nomination committee for a period of two years."

13. Authorization of the board of directors to acquire shares in the company

It is proposed that the board of directors be granted an authorisation to acquire shares in the company with a nominal value of up to NOK 89 160 000, equivalent to 10% of the current share capital. The maximum amount which can be paid for each share is NOK 350 and the minimum is NOK 20. The reason for the proposal is that it enables the adjustment of capital structure and balance to the company's needs, as framework conditions for the industry change.

The board of directors proposes that the general meeting adopts the following resolution:

• "1. In accordance with Section 9-4 of the Norwegian Public Limited Liability Companies Act, the board of directors is granted an authorisation to, on behalf of the company, acquire own shares with a total nominal value of up to NOK 89 160 000, which is equivalent to 10% of the share capital.
• 2. The maximum amount which can be paid for each share is NOK 350 and the minimum is NOK 20.
• 3. Acquisition and sale of own shares may take place in any way the board of directors finds appropriate, however, not by subscription of own shares.
• 4. The authorization is valid until the company's annual general meeting in 2023, but no longer than until 30 June 2023."

*****

Pursuant to Article 8 of the Articles of association, it is determined that shareholders who wish to attend the general meeting must give notice by sending the enclosed attendance form (also available on the company's website) to the company's registrar, Nordea Bank Abp, Norwegian branch, as stated in the attendance form. Attendance may also be registered online via the company website wilhelmsen.com or VPS Investor service. The notice of attendance must have been received no later than two working days in advance, i.e. latest 25 April 2022 at 10:00

hours (CET). Shareholders who do not give such notice of attendance or who do not meet the deadline stated above, may be refused access to the general meeting and if so will not be able to vote for their shares.

Shareholders who wish to follow the general meeting digitally should send an e-mail to aage.sturtzel@wilhelmsen.com no later than 25 April 2022 at 10:00 hours (CET). Shareholders following the meeting digitally should vote in advance, as it will not be possible to vote digitally during the meeting.

Shareholders may cast vote in advance or be represented by way of proxy. An advance vote and a proxy form, including detailed instructions for the use of the forms, are enclosed to this notice (also available on the company's website). If desirable, proxy may be given to the chair of the board of directors, Carl E Steen, or to group CEO, Thomas Wilhelmsen. A completed form must be sent to the company's registrar, Nordea Bank Abp, Norwegian branch. Notice must have been received no later than two working days in advance, i.e. latest 25 April 2022 at 10:00 hours (CEST).

Wilh. Wilhelmsen Holding ASA is a public limited liability company subject to the rules of the Norwegian Public Limited Liability Companies Act. As of the date of this notice, the company has issued 44 580 000 shares, divided into 34 000 000 class A shares and 10 580 000 class B shares. Class A shares have voting rights at the general meeting. The shares have equal rights in all other respects.

A shareholder has the right to table draft resolutions for items included on the agenda and to require that members of the board of directors and the management in the general meeting provide available information about matters which may affect the assessment of (i) the approval of the annual accounts and the directors report, (ii) items which are presented to the shareholders for decision, and (iii) the company's financial situation, including information about activities in other companies in which the company participates, and other matters to be discussed in the general meeting, unless the requested information cannot be disclosed without causing disproportionate harm to the company.

This notice, the attendance form, form for advance vote, proxy form and other relevant information are available at the company's website wilhelmsen.com. According to the second last paragraph of Article 8 of the Articles of association, is it not necessary to forward to the shareholders documents relating to matters to be deliberated by the General Meeting provided that such documents are available on the website of the company. A shareholder may nevertheless request that documents relating to matters to be deliberated by the General Meeting are forwarded to him or her.

1 April 2022 on behalf of the board of directors

Carl E Steen Chair of the board

For further information regarding the annual general meeting, please contact Investor relation (aage.sturtzel@wilhelmsen.com) at Wilh. Wilhelmsen Holding ASA, phone: +47 67 58 40 00.

For information regarding registration, proxies and voting, please see attached forms and contact information for Nordea Bank Abp, Norwegian branch.

WILH. WILHELMSEN HOLDING ASA ANNUAL GENERAL MEETING 2022

27 April 2022 at 10:00 hours CET at Strandveien 20, 1366 Lysaker, Norway

ATTENDANCE FORM

In the event the shareholder is a legal entity, it will be represented by: ……….................................................... (To grant proxy, use the proxy form) Name of representative (capital letters)

If you wish to attend the annual general meeting, the complete form must be received by the company's registrar, Nordea Bank Abp, Norwegian branch, Issuer Services, no later than 25 April 2022 at 10:00 hours CET, either:

• By postal service: Nordea Bank Abp, Norwegian branch, Issuer Services, P.O. 1166 Sentrum, 0107 Oslo,
• Norway, or
• By fax: +47 22 48 63 49, or
• By e-mail: nis@nordea.com

You may also register by the same deadline on the company website wilhelmsen.com or through VPS Investor Service.

The undersigned will attend the annual general meeting 2022 of Wilh. Wilhelmsen Holding ASA and represent:

	own shares, Class A.
	own shares, Class B.
	other shares in accordance with enclosed proxy(ies).
A total of	shares.

Admission cards and voting materials will be distributed at the general meeting.

............................................................... SHAREHOLDER'S NAME (capital letters)

.............................................................. ............................................................... PLACE / DATE SHAREHOLDER'S SIGNATURE

WILH. WILHELMSEN HOLDING ASA ANNUAL GENERAL MEETING 2022

27 April 2022 at 10:00 hours CET at Strandveien 20, 1366 Lysaker, Norway

ADVANCE VOTE

If you cannot attend the annual general meeting or intend to participate but would like to register your vote in advance, you may cast your vote by using this form.

The completed form must be received by the company's registrar, Nordea Bank Abp, Norwegian branch, Issuer Services, no later than 25 April 2022 at 10:00 hours CET, either:

• By postal service: Nordea Bank Abp, Norwegian branch, Issuer Services, P.O. 1166 Sentrum, 0107 Oslo,

• Norway, or

• By fax: +47 22 48 63 49, or - By e-mail: nis@nordea.com

The votes shall be cast in accordance with the instructions below. Please note that any items below not voted for (not ticked off), will be deemed as an instruction to vote "in favour" of the proposals in the notice.

No.	Agenda for the annual general meeting 2022	In favour	Against	Abstention
1	Election of person to chair the meeting
2	Adoption of the notice and the agenda
3	Election of person to co-sign the minutes
4	Approval of the annual accounts and directors' report for Wilh.
	Wilhelmsen Holding ASA for the financial year 2021, including
	payment of dividend
5	Authorization of the board of directors to distribute dividend
6	Report on the remuneration for senior executives
7	Statement on corporate governance
8	Approval of the fee to the company's auditor
9	Remuneration of the members of the board of directors
10	Remuneration of the members of the nomination committee
11a	Election of board member Rebekka Glasser Herlofsen
11b	Election of board member Ulrika Laurin
11c	Election of board member Trond Westlie
12a	Election of nomination committee chair Jan Gunnar Hartvig
12b	Election of nomination committee member Frederik Selvaag
12c	Election of nomination committee member Silvija Seres
13	Authorisation of the board of directors to acquire shares in the company

…………………………………………………………………………………………………………………………………… SHAREHOLDER'S NAME (capital letters)

.............................................................. ............................................................... PLACE / DATE SHAREHOLDER'S SIGNATURE

If the shareholder is a company, please attach the shareholder's certificate of registration.

Reference No.: Pin code:

WILH. WILHELMSEN HOLDING ASA ANNUAL GENERAL MEETING 2022

27 April 2022 at 10:00 hours CET at Strandveien 20, 1366 Lysaker, Norway

PROXY WITH VOTING INSTRUCTIONS

If you wish to give voting instruction to the proxy holder, please use this proxy form. The items in the detailed proxy below refer to items on the agenda of the annual general meeting. A detailed proxy with voting instructions may be granted to a nominated proxy holder. A proxy not naming a specific proxy holder will be deemed given to the chair of the board of directors or any person designated by the chair of the board of directors.

The completed form must be received by the company's registrar, Nordea Bank Abp, Norwegian branch, Issuer Services, no later than 25 April 2022 at 10:00 hours CET, either:

• By postal service: Nordea Bank Abp, Norwegian branch, Issuer Services, P.O. 1166 Sentrum, 0107 Oslo, Norway, or
• By fax: +47 22 48 63 49, or
• By e-mail: nis@nordea.com

The undersigned shareholder (capital letters), …………………………………………………… hereby authorises

• Chair of the board of directors,
• Group CEO, or
• ………………………………………………… Name of nominated proxy holder (capital letters)

proxy to attend and vote for my/our shares at the annual general meeting of Wilh. Wilhelmsen Holding ASA on 27 April 2022 at 10:00 hours.

The votes shall be cast in accordance with the instructions below. Please note that any items below not voted for (not ticked off), will be deemed as an instruction to vote "in favour" of the proposals in the notice. To the extent proposals are put forward by any person or entity other than the board of directors, or in addition to, or instead of, the proposals in the notice, the proxy determines the voting. In case the contents of the voting instructions are ambiguous, the proxy holder will base his/her understanding on a reasonable understanding of the wording of the proxy. Where no such reasonable understanding can be found, the proxy may at his/her discretion refrain from voting.

No.	Agenda for the annual general meeting 2022	In favour	Against	Abstention	At proxy's discretion
1	Election of person to chair the meeting
2	Adoption of the notice and the agenda
3	Election of person to co-sign the minutes
4	Approval of the annual accounts and directors' report for Wilh.
	Wilhelmsen Holding ASA for the financial year 2021, including
	payment of dividend
5	Authorization of the board of directors to distribute dividend
6	Report on the remuneration for senior executives
7	Statement on corporate governance
8	Approval of the fee to the company's auditor
9	Remuneration of the members of the board of directors
10	Remuneration of the members of the nomination committee
11a	Election of board member Rebekka Glasser Herlofsen
11b	Election of board member Ulrika Laurin
11c	Election of board member Trond Westlie
12a	Election of nomination committee chair Jan Gunnar Hartvig
12b	Election of nomination committee member Frederik Selvaag
12c	Election of nomination committee member Silvija Seres
13	Authorisation of the board of directors to acquire shares in the
	company

.............................................................. ............................................................... PLACE / DATE SHAREHOLDER'S SIGNATURE

If the shareholder is a company, please attach the shareholder's certificate of registration to the proxy.