Wilh. Wilhelmsen ASA

AGM Information • Apr 26, 2018

MINUTES OF ANNUAL GENERAL MEETING IN WILH. WILHELMSEN HOLDING ASA

The annual general meeting of Wilh. Wilhelmsen Holding ASA, reg no 995 277 905, (the "Company") was held on Thursday 26 April 2018 at 10:00 hours (CET) at the Company's premises at Strandveien 20 in Lysaker, Norway.

In accordance with Article 7 of the Articles of Association, the General Meeting was opened and chaired by the chairman of the board of directors Mr. Diderik Schnitler, who also registered the shareholders attending. A list of the attending shareholders, including number of shares and votes, is enclosed to the minutes.

32 781 730 of a total of 46 503 824 shares, divided into 25 822 392 class A shares and 6 959 338 class B shares of a total of 34 637 092 class A shares and 11 866 732 class B shares, were represented. This implies that approximately 74,5 % of the voting shares, including own shares in the Company A class and 58,65 % of the B class shares, was represented. The list was approved by the General Meeting.

Board members in attendance:	Diderik Schnitler (chairman), Cathrine Løvenskiold Wilhelmsen, Odd rune Austgulen
Management in attendance: Protocol:	Group CEO Thomas Wilhelmsen, Group CFO Christian Berg, Benedicte Teigen Gude, Erik Nyheim
	Company Secretary Morten Aaserud

It was also reported that the Company's auditor, PricewaterhouseCoopers AS (PwC), was present and represented by certified auditor Thomas Fraurud.

The following matters were discussed:

Adoption of the notice and the agenda 1

It was noted that the notice to the General Meeting had been sent to all shareholders with a known place of residence on 0 April 2018. On the same date, the notice had also been made available on the Company's website and published as a stock exchange announcement.

The chairman of the meeting raised the question whether there were any objections to the notice or the agenda. No such objections were made and the notice and the agenda were approved. The chairman of the meeting declared the General Meeting as lawfully convened.

Election of a person to co-sign the minutes $\overline{2}$

Aage S Holm was elected to co-sign the minutes together with the chairman of the meeting.

The decision was unanimous.

Adoption of the annual accounts and the annual report for Wilh. Wilhelmsen Holding $\mathbf{3}$ ASA for the financial year 2016, including the consolidated accounts and distribution of dividend

The board of directors' proposal to the annual accounts and the annual report for Wilh. Wilhelmsen Holding ASA for the financial year 2017, together with the auditor's report, was, pursuant to the last paragraph of Article 7 of the Articles of Association, made available on the Company's website.

The annual accounts and the annual report for the financial year 2017, including the board of directors' proposal to distribute a dividend of NOK 3.50 per share, together with the auditor's report, were presented.

In connection with the presentation of the annual accounts, Group CFO Christian Berg gave an account of the Company's position and the main features of the annual accounts.

The board of directors' proposal to the annual accounts and annual report for Wilh. Wilhelmsen Holding ASA for the financial year 2017 was approved. In accordance with the board of directors' proposal, the General Meeting passed the following resolution regarding distribution of dividend:

"A dividend of NOK 3.50 per share is distributed. The dividend accrues to the shareholders as of 26 April 2018."

Expected payment of dividends is around 8 May 2018.

The decision was approved with a majority vote, cf. the attachment with overview of the votes.

Authorisation to the board of directors to pay additional dividends $\overline{4}$

In accordance with the board's proposal, the General Meeting passed the following resolution:

"The board of directors is hereby authorised to distribute additional dividends based on the company's approved annual accounts for 2016. The authorisation may not be used to resolve to distribute additional dividends which exceed NOK 2.50 per share. The authorisation is valid until the annual general meeting in 2019, but no longer than to 30 June 2019."

The decision was approved with a majority vote, cf. the attachment with overview of the votes.

Declaration from the board of directors on stipulation of salary and other remuneration 5 for leading employees

The board of directors' declaration on stipulation of salary and other remuneration for leading employees was considered by the General Meeting.

The declaration is included as note 16 to the annual report for Wilh. Wilhelmsen Holding ASA for the financial year 2017, which is made available on the Company's website.

The chairman of the meeting informed that the Company had received some votes against the declaration on salary for leading employees. The General Meeting then voted in favour of the declaration.

Statement on corporate governance pursuant to Section 3-3b of the Norwegian 6 Accounting Act

The chairman of the board of directors described the main contents of the statement on corporate governance submitted in connection with Section 3-3b of the Norwegian Accounting Act. No remarks to the statement were made by the General Meeting.

$\overline{7}$ Approval of the fee to the Company's auditor

It was resolved to approve PricewaterhouseCoopers AS' fee for audit of Wilh. Wilhelmsen Holding ASA for the financial year 2017 of NOK 490,000 (ex VAT).

The chairman of the meeting informed about the remuneration to the auditor for other services to the Company and the group for 2017.

The decision was approved with a majority vote, cf. the attachment with overview of the votes.

Determination of the remuneration to the members of the board of directors 8

In accordance with the nomination committee's proposal, the General Meeting passed the following resolution regarding remuneration to the members of the board of directors for the period from the annual General Meeting in 2017 to the annual general meeting in 2018:

NOK 650,000 "The chairman of the board: NOK 375,000" The other board members:

The decision was approved with a majority vote, cf. the attachment with overview of the votes.

Determination of the remuneration to the members of the nomination committee 9

In accordance with the nomination committee's proposal, the General Meeting passed the following resolution regarding re-election of and remuneration to the members of the nomination committee for the period from the annual general meeting in 2017 to the annual general meeting in 2018:

"The chairman of the nomination committee:	NOK 35,000
The other members:	NOK 25,000"

The decision was approved with a majority vote, cf. the attachment with overview of the votes.

Election of members of the board of directors 10

The nomination committee's proposal regarding election of members of the board of directors was accounted for, including the proposed term of election.

In accordance with the nomination committee's proposal, the General Meeting passed the following resolution regarding election of members of the board of directors:

"Trond Westlie and Irene Basili are elected for two years."

The decision was approved with a majority vote, cf. the attachment with overview of the votes.

Election of members to of the nomination committee $11$

All members of the nomination committee are up for election.

The General Meeting passed the following resolution regarding election of members of the nomination committee:

" All three members are re - elected for a period of two years".

The decision was approved with a majority vote, cf. the attachment with overview of the votes.

Decrease of the share capital through liquidation of own Class A shares $12$

The board propose to decrease the share capital from NOK 930 076 480 by NOK 2000 000 to NOK 928 076 480 by liquidations of 100 000 own A Class shares denominated NOK 20 per share.

The General Meeting passed the following resolution regarding decrease of the share capital:

" The share capital is reduced by NOK 2 000 000 by liquidations of own 100 000 Class A shares denominated NOK 20 per share".

The decision was approved with a majority vote, cf. the attachment with overview of the votes.

Amendment to the company's Article of association following the capital reduction. $13$

The board propose that the general meeting resolve that the first sentence in Article 4 be amended.

The General Meeting passed the following resolution regarding amendment to Art 4:

"The share capital of the company amounts to NOK 928 076 divided into 34 537 092 Class A shares, and 11 866 732 Class B shares, making a total of 46 403 824 shares of NOK 20"

The decision was approved with a majority vote, cf. the attachment with overview of the votes.

Authorization to the board of directors to acquire shares in the Company 14

In accordance with the board of directors' proposal, the General Meeting passed the following resolution regarding authorization to the board of directors to acquire own shares:

• In accordance with Section 9-4 of the Norwegian Public Limited Liability Companies Act, the board $\mathcal{I}$ . of directors is granted an authorization to, on behalf of the Company, acquire own shares with a total nominal value of up to NOK 92 807 648, which is equivalent to 10% of the current share capital.
• The maximum amount which can be paid for each share is NOK 350 and the minimum NOK 20. $2.$
• Acquisition and sale of own shares may take place in any way the board of directors may find $3_l$ appropriate, however, not by subscription of own shares.
• The authorization is valid until the Company's annual general meeting in 2019, but no longer than $\overline{4}$ . to 30 June 2019.

The decision was approved with a majority vote, cf. the attachment with overview of the votes.

* * *

There were no further matters to address.

The General Meeting was then adjourned.

Diderik Schnitler

Sign.

fm 8

Aage S Holm

Appendix:

List of the attending shareholders, with specification of the number of shares and votes they represented in their own name and as proxy

Total Represented

ISIN:	NO0010571698 WILH. WILHELMSEN HOLDING ASA A-AKSJER
General meeting date: 26/04/2018 10.00
Today:	26.04.2018

Number of persons with voting rights represented/attended: 22

Name		Number of shares % sc
	A - aksje Total shares	34,637,092
	- own shares of the company	100,000
	A - aksje Total shares with voting rights	34,537,092
	Represented by own shares	22,571,275 65.35 %
	Sum own shares	22,571,275 65.35 %
	Represented by proxy	44,166	0.13%
	Represented by voting instruction	3,206,951 9.29 %
	Sum proxy shares	3,251,117 9.41 %
	Total represented with voting rights	25,822,392 74.77 %
	Total represented by share capital	25,822,392 74.55 %
	B - aksje Total shares	11,866,732
	- own shares of the company	0
	B - aksje Total shares with voting rights	11,866,732
	Represented by own shares	3,663,244 30.87 %
	Sum own shares	3,663,244 30.87 %
	Represented by proxy		687,785 5.80 %
	Represented by voting instruction	2,608,309 21.98 %
	Sum proxy shares	3,296,094 27.78 %
	Total represented with voting rights	6,959,338 58.65 %
	Total represented by share capital	6,959,338 58.65 %

Registrar for the company:

Signature company:

NORDEA BANK AB (PUBL), FILIAL NORGE

WILH. WILHELMSEN HOLDING ASA A-AKSJER

Amster tti.

Protocol for general meeting WILH. WILHELMSEN HOLDING ASA A-AKSJER

with voting rights

NO0010571698 WILH. WILHELMSEN HOLDING ASA A-AKSJER ISIN: General meeting date: 26/04/2018 10.00

26.04.2018 Today: FOR Against Abstain Poll in Poll not registered Represented shares Shares class Agenda item 1 Adoption of the notice and the agenda $0.75822392$ $25822302$ 0

A - aksje	25,822,392	0	0	25,822,392	0	25,822,392
votes cast in %	100.00%	0.00%	0.00%
representation of sc in %	100.00 %	0.00%	0.00%	100.00 %	0.00%
total sc in %	74.55 %	0.00%	0.00%	74.55 %	0.00%
B - aksie	6,959,338	0	0	6,959,338	0	6,959,338
votes cast in %	100.00 %	0.00%	0.00%
representation of sc in %	100.00 %	0.00%	0.00%	100.00 %	0.00%
total sc in %	58.65%	0.00%	0.00%	58.65 %	0.00%
Total	32,781,730	0		0 32,781,730	0	32,781,730
Agenda item 3 Approval of the annual accounts and annual directors report for Wilh. Wilhelmsen Holding ASA
for year 2017, including payment of dividend
A - aksje	25,822,392	0	0	25,822,392	0	25,822,392
votes cast in %	100.00 %	0.00%	0.00%
representation of sc in %	100.00 %	$0.00 \%$	0.00%	100.00 %	0.00%
total sc in %	74.55 %	$0.00 \%$	0.00%	74.55 %	0.00%
B - aksje	6,959,338	0	0	6,959,338	0	6,959,338
votes cast in %	100.00 %	0.00%	0.00%
representation of sc in %	100.00 %	0.00%	0.00%	100.00 %	0.00%
total sc in %	58.65%	0.00%	0.00%	58.65 %	0.00%
Total	32,781,730	0		0 32,781,730	0	32,781,730
Agenda item 4 Authorisation of the board of directors to pay additional dividend
A - aksje	25,822,392	0	0	25,822,392	0	25,822,392
votes cast in %	100.00%	0.00%	0.00%
representation of sc in %	100.00%	0.00%	0.00%	100.00 %	0.00%
total sc in %	74.55 %	0.00%	0.00%	74.55 %	0.00%
B - aksje	6,959,338	0	0	6,959,338	0	6,959,338
votes cast in %	100.00%	0.00%	0.00%
representation of sc in %	100.00 %	$0.00 \%$	0.00%	100.00 %	0.00%
total sc in %	58.65 %	$0.00 \%$	$0.00 \%$	58.65 %	0.00%
Total	32,781,730	0		0 32,781,730	0	32,781,730
Agenda item 5 Declaration from the board on stipulation of salary and other remuneration for leading
employees			0	25,822,392	$\mathbf 0$	25,822,392
A - aksje	24,496,332	1,326,060 5.14 %	$0.00 \%$
votes cast in %	94.87%	5.14 %	0.00%	100.00 %	0.00%
representation of sc in %	94.87% 70.72%	3.83 %	$0.00 \%$	74.55 %	0.00%
total sc in %			$\mathbf 0$	6,959,338	0	6,959,338
B - aksje	4,557,456	2,401,882	0.00%
votes cast in %	65.49%	34.51 %	0.00%	100.00 %	0.00%
representation of sc in %	65.49 % 38.41%	34.51 % 20.24 %	0.00%	58.65%	0.00%
total sc in %				0 32,781,730	0	32,781,730
Total Agenda item 7 Approval of the fee to the companys auditor	29,053,788 3,727,942
		0	0	25,822,392	0	25,822,392
A - aksje	25,822,392	$0.00 \%$	0.00%
votes cast in %	100.00 %	$0.00 \%$	$0.00 \%$	100.00 %	0.00%
representation of sc in %	100.00 % 74.55 %	$0.00 \%$	$0.00 \%$	74.55 %	0.00%
total sc in %		0	0	6,959,338	0	6,959,338
B - aksje	6,959,338	$0.00 \%$	$0.00 \%$
votes cast in %	100.00 %	$0.00 \%$	0.00%	100.00 %	0.00%
representation of sc in %	100.00 %	0.00%	0.00%	58.65 %	$0.00 \%$
total sc in %	58.65%	0		0 32,781,730	0	32,781,730
Total Agenda item 8 Remuneration for the members of the board of directors	32,781,730
		0	0	25,822,392	0	25,822,392
A - aksje	25,822,392		0.00%
votes cast in %	100.00 %	0.00%	0.00%	100.00 %	0.00 %
representation of sc in %	100.00 %	0.00%

Shares class	FOR	Against	Abstain Poll in			Poll not registered Represented shares with voting rights
total sc in %	74.55 %	$0.00 \%$	$0.00 \%$	74.55 %	0.00%
B - aksje	6,959,338	0	0	6,959,338	$\Omega$	6,959,338
votes cast in %	100.00%	$0.00 \%$	$0.00 \%$
representation of sc in %	100.00 %	$0.00 \%$	$0.00 \%$	100.00 %	$0.00 \%$ 0.00%
total sc in %	58.65%	0.00%	$0.00 \%$	58.65%
Total	32,781,730	0		0 32,781,730	0	32,781,730
Agenda item 9 Remuneration to the members of the nomination committee
A - aksje	25,822,392	$\mathbf{o}$	$\mathbf{0}$	25,822,392	0	25,822,392
votes cast in %	100.00 %	$0.00 \%$	0.00%
representation of sc in %	100.00 %	0.00%	$0.00 \%$	100.00 %	0.00%
total sc in %	74.55 %	$0.00 \%$	$0.00 \%$	74.55 %	0.00%	6,959,338
B - aksje	6,959,338	0	$\mathbf{0}$	6,959,338	0
votes cast in %	100.00 %	0.00%	$0.00 \%$
representation of sc in %	100.00 %	$0.00 \%$	$0.00 \%$	100.00 %	0.00% 0.00%
total sc in %	58.65 %	$0.00 \%$	0.00%	58.65%
Total	32,781,730	0		0 32,781,730	0	32,781,730
Agenda item 10 Election of members of the board of directors (in line with recommendation of the nomination committee)
A - aksje	25,311,982	510,410	0	25,822,392	0	25,822,392
votes cast in %	98.02%	1.98 %	$0.00 \%$
representation of sc in %	98.02%	1.98 %	$0.00 \%$	100.00%	$0.00 \%$
total sc in %	73.08%	1.47 %	0.00%	74.55 %	0.00%
B - aksje	6,813,628	145,710	$\mathbf{0}$	6,959,338	0	6,959,338
votes cast in %	97.91 %	2.09%	$0.00 \%$
representation of sc in %	97.91%	2.09%	$0.00 \%$	100.00 %	$0.00 \%$
total sc in %	57.42 %	1.23%	0.00%	58.65%	0.00%
Total	32,125,610	656,120		0 32,781,730	0	32,781,730
Agenda item 11 Election of members of the nomination committee (in line with recommendation of the
nomination committee)
A - aksje	24,847,637	508,207	466,548	25,822,392	0	25,822,392
votes cast in %	96.23 %	1.97 %	1.81%
representation of sc in %	96.23%	1.97 %	1.81%	100.00 %	0.00%
total sc in %	71.74 %	1.47 %	1.35 %	74.55 %	$0.00 \%$
B - aksje	6,813,628	145,710	0	6,959,338	0	6,959,338
votes cast in %	97.91 %	2.09%	$0.00 \%$
representation of sc in %	97.91 %	2.09%	$0.00 \%$	100.00 %	0.00%
total sc in %	57.42 %	1.23%	0.00%	58.65%	0.00%
Total	31,661,265			653,917 466,548 32,781,730	0	32,781,730
Agenda item 12 Decrease of share capital through liquidation of own Class A shares
A - aksje	25,822,392	0	$\mathbf{0}$	25,822,392	0	25,822,392
votes cast in %	100.00 %	$0.00 \%$	0.00%
representation of sc in %	100.00 %	$0.00 \%$	0.00%	100.00 %	$0.00 \%$
total sc in %	74.55 %	$0.00 \%$	0.00%	74.55 %	$0.00 \%$
B - aksje	6,959,338	0	0	6,959,338	0	6,959,338
votes cast in %	100.00 %	$0.00 \%$	$0.00 \%$
representation of sc in %	100.00 %	$0.00 \%$	$0.00 \%$	100.00 %	0.00%
total sc in %	58.65%	$0.00 \%$	$0.00 \%$	58.65 %	0.00%
Total	32,781,730	0		0 32,781,730	0	32,781,730
Agenda item 13 Amendment of the companys Articles of association following the capital reduction
A - aksje	25,822,392	0	0	25,822,392	0	25,822,392
votes cast in %	100.00 %	$0.00 \%$	$0.00 \%$
representation of sc in %	100.00 %	$0.00 \%$	$0.00 \%$	100.00 %	$0.00 \%$
	74.55 %	$0.00 \%$	$0.00 \%$	74.55 %	$0.00 \%$
total sc in %	6,959,338	0	0	6,959,338	0	6,959,338
B - aksje		$0.00 \%$	$0.00 \%$
votes cast in %	100.00 %			100.00 %	$0.00 \%$
representation of sc in %	100.00 %	$0.00 \%$	$0.00 \%$
total sc in %	58.65%	$0.00 \%$	$0.00 \%$	58.65 %	$0.00 \%$
Total	32,781,730	0		0 32,781,730	0	32,781,730
Agenda item 14 Authorisation of the board of directors to acquire shares in the company
A - aksje	25,822,392	0		25,822,392 $\mathbf{0}$	0	25,822,392
votes cast in %	100.00 %	$0.00 \%$	$0.00 \%$

Shares class	FOR	Against	Abstain	Poll in		Poll not registered Represented shares with voting rights
total sc in %	74.55 %	0.00%	0.00%	74.55%	$0.00 \%$
B - aksie	6,959,338	0	0	6,959,338	0	6,959,338
votes cast in %	100.00 %	0.00%	0.00%
representation of sc in %	100.00%	$0.00 \%$	$0.00 \%$	100.00 %	$0.00 \%$
total sc in %	58.65 %	$0.00 \%$	0.00%	58.65%	$0.00 \%$
Total	32,781,730	0	0	32,781,730	0	32,781,730

Registrar for the company:

Signature company:

NORDEA BANK AB (PUBL), FILIAL NORGE WILH. WILHELMSEN HOLDING ASA A-AKSJER

1 Jan $\mathcal{L}_{\mathbf{A}}$

Share information

Name	Total number of shares Nominal value Share capital		Voting rights
A - aksje	34,637,092	20.00 692,741,840.00 Yes
B - aksje	11,866,732	20.00 237,334,640.00 Yes
Sum:

§ 5-17 Generally majority requirement
requires majority of the given votes

§ 5-18 Amendment to resolution
Requires two-thirds majority of the given votes
like the issued share capital represented/attended on the general meeting