AMSC ASA — AGM Information 2014

Jul 7, 2014

Unauthorized translation. In the event of any discrepancy between the Norwegian and English text, the Norwegian takes precedence.

MINUTES OF

EXTRAORDINARY GENERAL MEETING IN

AMERICAN SHIPPING COMPANY ASA

An Extraordinary General Meeting of American Shipping Company ASA was held on July 7, 2014, at 11:00 a.m. (CET) at Advokatfirmaet BA-HR DA, Tjuvholmen allé 16, 0252 Oslo.

The following issues were on the agenda:

1. OPENING OF THE GENERAL MEETING. REGISTRATION OF ATTENDING SHAREHOLDERS

Pernille Woxen Burum, appointed by the Chairperson of the Board of Directors Annette Malm Justad, opened the general meeting and informed about the attendance. The list over attending shareholders showed that 33,252,687 shares, corresponding to 54.86% of the issued shares were represented. The list of attending shareholders is set out on page 3. The voting result for each respective item is set out on page 4.

2. ELECTION OF PERSON TO CO-SIGN THE MINUTES OF THE MEETING ALONG WITH THE CHAIRPERSON OF THE MEETING

Asle Aarbakke was elected to co-sign the minutes together with the Chairperson of the meeting.

3. APPROVAL OF THE NOTICE AND THE AGENDA FOR THE MEETING

No objections were made to the notice and the agenda, and the general meeting was declared duly constituted.

4. ENTERING INTO AGREEMENT WHICH FALLS WITHIN THE SCOPE OF THE PUBLIC LIMITED LIABILITY COMPANIES ACT SECTION 3-8

The General Meeting passed the following resolution:

In accordance with the proposal from the Board of Directors, the agreement with Aker Philadelphia Shipyard ASA of subscription of shares in Philly Tankers AS is approved.

A statement from KPMG on the agreement is attached hereto as Appendix 1.

* * *

There were no further items on the agenda. The Chairperson of the meeting thanked the participants for their attendance, and the General Meeting was thereafter adjourned.

Oslo, July 7, 2014

(sign.) (sign.) Pernille Woxen Burum, Chairperson Asle Aarbakke, co-signer

Side 1 av 1

Total Represented

∣ ISIN∶	NO0010272065 AMERICAN SHIPPING COMPANY ASA
General meeting date: 07/07/2014 11.00
Today: I	07.07.2014

Number of persons with voting rights represented/attended: 1

	Number of shares % sc
Total shares	60,616,505
- own shares of the company	0
Total shares with voting rights	60,616,505
Represented by advance vote	11,574,606	19.10 %
Sum own shares	11,574,606	19.10 %
Represented by proxy	818,127	1.35 %
Represented by voting instruction	20,859,954	34.41 %
Sum proxy shares	21,678,081	35.76 %
Total represented with voting rights	33,252,687	54.86 %
Total represented by share capital	33,252,687	54.86 %

Registrar for the company:

Signature company:

DNB Bank ASA

DNB Bank ASA

AMERICAN SHIPPING COMPANY ASA

Protocol for general meeting AMERICAN SHIPPING COMPANY ASA

NO0010272065 AMERICAN SHIPPING COMPANY ASA ISIN: General meeting date: 07/07/2014 11.00 Today: 07.07.2014

Shares class	FOR	Against Poll in		Abstain		Poll not registered Represented shares with voting rights
Agenda item 1 Opening of the extraordinary general meeting of American Shipping Company ASA, including
approval of the notice and agenda.
Ordinær	31,737,286	$^{\circ}$	31,737,286	1,515,401	$\Omega$	33,252,687
votes cast in %	100.00 %	$0.00 \%$		0.00%
representation of sc in %	95.44 %	0.00%	95.44 %	4.56 %	0.00%
total sc in %	52.36 %	$0.00 \%$	52.36 %	2.50 %	0.00%
Total	31,737,286		0 31,737,286 1,515,401		$\mathbf 0$	33,252,687
Agenda item 2 Election of a person to co-sign the meeting minutes along with the meeting chair.
Ordinær	31,737,286	$^{\circ}$		31,737,286 1,515,401	$\Omega$	33,252,687
votes cast in %	100.00 %	$0.00 \%$		$0.00 \%$
representation of sc in %	95.44 %	$0.00 \%$	95.44 %	4.56 %	0.00%
total sc in %	52.36 %	$0.00 \%$	52.36 %	2.50 %	0.00%
Total	31,737,286		0 31,737,286 1,515,401		$\bullet$	33,252,687
Agenda item 3 Entering into agreement which falls within the scope of the Public Limited Liabilities Act
Section 3-8
Ordinær	31,737,286	$\Omega$	31,737,286	1,515,401	$\Omega$	33,252,687
votes cast in %	100.00 %	$0.00 \%$		0.00%
representation of sc in %	95.44 %	0.00%	95.44 %	4.56%	0.00%
total sc in %	52.36 %	$0.00 \%$	52.36 %	2.50 %	0.00%
Total	31,737,286		0 31,737,286 1,515,401		$\mathbf o$	33,252,687

Registrar for the company:

Signature company:

DNB Bank ASA DNB Bank ASA Verdipapirservice

AMERICAN SHIPPING COMPANY ASA

Share information

Name	Total number of shares Nominal value Share capital		Voting rights
Ordinær	60,616,505	10.00 606.165.050.00 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

KPMG AS Telephone +47 04063

P.O. Box 7000 Majorstuen Fax +47 22 60 96 01 Sørkedalsveien 6 Internet www.kpmg.no N-0306 Oslo Enterprise 935 174 627 MVA

To the Annual Shareholders' Meeting of American Shipping Company ASA

Statement of Contract on subscription of shares in Philly Tankers AS

At the request of the Board of Directors of American Shipping Company ASA("the Company"), we, as independent experts, will provide a statement pursuant to §3-8, cf. §2-6, of the Norwegian Public Limited Liability Companies Act.

The responsibility of the board

The Board of Directors is responsible for the assessments performed.

Independent experts' assignment and obligation

Our responsibility is to prepare a statement regarding the shares to be acquired in Philly Tankers AS, and to declare whether there is a reasonable correlation between the shares to be acquired and the consideration to be paid, and whether American Shipping Company ASA subscribes for shares on the same terms as other external investors who are not defined as a related party of Aker Philadelphia Shipyard ASA (other external investors).

Our statement consists of two sections. The first section is a presentation of information pursuant to §2-6, first paragraph, sentence 1 through 4 of the Norwegian Public Limited Liability Companies Act. Section number two is our statement where we declare whether there is a reasonable correlation between the shares to be acquired and the consideration to be paid, and whether American Shipping Company ASA subscribes for shares on the same terms as other external investors.

Section 1: Description of the rights

The assets to be acquired are 25,000 A- Shares in Philly Tankers AS with a nominal value of NOK 1 and a subscription price of USD 1,000 per share including share premium. The Application Agreement contains several conditions. Among other the requirements are that minimum shares of USD 65.025 million are subscribed. Further requirements are that all formal requirements to Philly Tankers AS and Philly Tankers LLC are executed, and are in line with what has been provided and reviewed by the investment banking managers.

Section 2: Basis for our statement

We have conducted our procedures in accordance with the Norwegian Standard of Audit attestation assignments SA 3802-1. The standard requires that we plan and perform procedures to obtain reasonable assurance about whether there is a reasonable correlation between the shares to be acquired and the consideration to be paid, and whether American Shipping Company ASA subscribes for shares on the same terms as other external investors.

KPMG AS, a Norwegian member firm of the KPMG network of independent
member firms affiliated with KPMG International Cooperative ("KPMG
International"), a Swiss entity.

Statsautoriserte revisorer - medlemmer av Den norske Revisorforening
----------------------------------------------------------------------	--

Offices in:
-------------	--

Oslo Bodø Alta Arendal Bergen Elverum Finnsnes Hamar

Grimstad Haugesund Kristiansand Mo i Rana Sandefjord Sandnessjøen Stavanger Stord Tromsø Trondheim Tønsberg Ålesund

Larvik

Molde Narvik Røros

Our work includes reading the Application Agreement and drafted minutes of the Board of Directors Meeting in Philly Tankers AS. We have assessed the underlying assumptions used in the subscription. The valuation is based that American Shipping Company ASA are purchasing A-shares at the same price on the same terms and conditions in the Application Agreement as external investors.

In our view, the procedures we performed provides us reasonable basis for our statement.

Statement

In our opinion, the shares in Philly Tankers AS that the Company is to receive are subscribed in accordance with the above described principles and that there is a reasonable correlation between the shares to be acquired and the consideration to be paid, and that American Shipping Company ASA subscribes for shares on the same terms as other external investors.

Oslo, 16 June 2014 KPMG AS

Tom Myhre State Authorized Public Accountant Note: This translation from Norwegian has been prepared for information purposes only