AMSC ASA — AGM Information 2014

Apr 23, 2014

MINUTES FROM ANNUAL GENERAL MEETING

On Wednesday, 23 April 2014 at 15:00h the Annual General Meeting in American Shipping Company ASA was held at Felix Conference Center, Bryggetorget 3, Oslo.

The following items were on the agenda:

1. Opening of the Annual General Meeting of American Shipping Company ASA, including approval of the notice and agenda.

The annual General Meeting was opened and chaired by Annette Malm Justad.

The company's auditor, the auditing firm KPMG, represented by certified public accountant Torn Myhre and DNB Bank Verdipapirservice attended the meeting.

The record of attending shareholders showed that 20,104,640 of the company's total of 60,616,505 shares were represented, which correspond to approximately 33.17% of the share capital. The list of attending shareholders is set out on page 6. The voting result for each respective item is set out on page 7 and 8.

No objections were made to the meeting call and the General Meeting was declared duly constituted.

2. Election of a person to co-sign the meeting minutes along with the meeting chair.

Pernille Woxen Burum was elected to co-sign the minutes of the General Meeting together with the chairman of the meeting.

3. Presentation of business activities.

Dag Wittusen and Annette Malm Justad gave a presentation of the business activities, the important occurrences in the group in 20J13 and the main figures from the annual accounts for 2013.

After the presentation, the chairman of the meeting opened for questions and comments.

4. Approval of the 2013 annual accounts of American Shipping Company ASA, group consolidated accounts and the Board of Directors' report.

The annual accounts and the Board of Director's report were reviewed.

The General Meeting adopted the following resolution:

The General Meeting approves the annual accounts for 2013 for American Shipping Company ASA, group consolidated accounts and the Board of Director's Report.

5. Statement from the Board of Directors regarding determination of salary and other remuneration to the Management of the Company.

The General Meeting adopted the following resolution:

The General Meeting supports the Board of Directors' statement regarding establishment of salary and other benefits for the Management pursuant to the Public Limited Liability Company section 6-16a, and hereunder approves salary related to the Company's shares and the development of the share price.

6. Consideration of the statement of corporate governance.

The General Meeting considered the Board of Directors' statement of Corporate Governance.

7. Determination of the board members' remuneration.

The General Meeting adopted the following resolution:

In accordance with the proposal from the Board of Directors, the General Meeting approves that the remuneration rates for the period 2013-2014 shall be as follows:

• NOK 450,000 to the Chairperson of the board
• NOK 350,000 to each of the other board members.

8. Approval of the remuneration to the auditor for 2013.

The General Meeting adopted the following resolution:

The remuneration to the auditor of NOK 831,250 ex. VAT for the audit of the 2013 annual accounts is approved. In addition, the Group has paid fees to KPMG ofNOK 410,238 ex. VAT for services other than audit.

9. Election of members to the Board of Directors.

The General Meeting adopted the following resolution:

In accordance with the proposal from the Board of Directors Peter Ditlef Knudsen and Lars Solbakken are re-elected as members of the Board for a period of two years.

The Board of Directors of American Shipping Company ASA will then consist of the following members:

• Annette Malm Justad (Chairperson)
• Peter Ditlef Knudsen
• Lars Solbakken

10. Amendment of the Company's Articles of Association

The General Meeting adopted the following resolution:

Section 6 first sentence of the Articles of Association is amended to read:

The Company shall, if so decided by the General Meeting, have a nomination committee consisting of not less than 2 members who shall be elected by the General Meeting.

11. Election of members to the Nomination Committee.

The General Meeting adopted the following resolution:

In accordance with the proposal from the Board of Directors, the following persons are elected as members of the Nomination Committee for the period up to the Annual General Meeting in 2016:

• Kjetil Kristiansen (Chairperson)
• Christine Rødseter.

12. Approval of instructions to the Nomination Committee.

The General Meeting adopted the following resolution:

In accordance with the proposal from the Board of Directors the instructions for the Nomination Committee of American Shipping Company ASA are approved.

13. Authorization to the Board of Directors for payment of dividends.

The General Meeting adopted the following resolution:

The General Meeting grants the Board of Directors authorization to resolve payment of dividends based on the Company's annual accounts for 2013. The authorization is valid up to the Annual General Meeting in 2015.

14. Authorization to the Board of Directors to acquire treasury shares in connection with incentive scheme for employees.

The General Meeting adopted the following resolution:

• 1. The Board of Directors is authorized to acquire treasury shares with a total nominal value of NOK 2,500,000, but limited to a value of up to 10% of the share capital in the Company at all times.
• 2. The authorization is valid up to the Annual General Meeting in 2015, but no longer than June 30, 2015.
• 3. Treasury shares shall be acquired for a consideration of minimum NOK l and maximum NOK 300 per share.
• 4. The Board of Directors is free to decide the method of acquisition and disposal of treasury shares. The authorization can be used in situations as described in the Securities Trading Act section 6-17.
• 5. The authorization can only be used in connection with the incentive scheme for employees.

15. Authorization to the Board of Directors to increase the share capital in connection with future investments etc.

The General Meeting adopted the following resolution:

• l. The Board of Directors is authorized to increase the share capital by up to NOK 60,620,000.
• 2. The authorization is valid up to the Annual General Meeting in 2015, but no longer than June 30, 2015.
• 3. The pre-emptive rights of the existing shareholders pursuant to section 10-4 of the Public Limited Liability Company's Act may be derogated from.
• 4. The authorization includes share capital increase against non-cash contributions, rights to assume special obligations on the Company in addition to resolution of merger and demerger, cf the Public Limited

Liability Company's Act section 13-5 and 14-6 (2). The authorization can be used in situations as described in the Securities Trading Act section 6- 17.

5. The authorization can only be used in connection with strengthening of the Company's equity capital, or to raise equity capital for future investments within the Company's scope of operations.

***

No further items being on the agenda, the Annual General Meeting was adjourned.

Oslo, 23. April 2014

(sign.)

Annette Malm Justad

(sign.) Pernille Woxen Burum

Total Represented

ISIN:	N00010272065 AMERICAN SHIPPING COMPANY ASA
General meeting date: 23/04/2014 15.00
Today:	23.04.2014

Number of persons with voting rights represented/attended: 5

	Number of shares %	se
Total shares	60,616,505
- own shares of the company	O
Total shares with voting rights	60,616,505
I Represented by own shares	104,221	0.17 %
I Represented by advance vote	12,271,856 20.25 %
I Sum own shares	12,376,077	20.42 %
I Represented by proxy	39,562	0.07 %
, Represented by voting instruction	7,689,001	12.69 %
I Sum proxy shares	7,728,563	12.75 %
: Total represented with voting rights	20,104,640	33.17 o/o
I Total represented by share capital	20,104,640	33.17 %

Registrar for the company:	Signature company:
DNB Bank ASA	AMERICAN SHIPPING COMPANY ASA

Protocol for general meeting AMERICAN SHIPPING COMPANY ASA

ISIN:	N00010272065 AMERICAN SHIPPING COMPANY ASA
General meeting date: 23/04/2014 15.00
Today:	23.04.2014
Shares class	FOR	Against.	Poll in	Abstain	Poll not registered	Represented shares with voting rights
Agenda item 1 Opening of the annual general meeting of American Shipping Company ASA, including approval of the notice and agenda.
Ordinær	20,104,640	o	20,104,640	o	o	20,104,640
votes east in %	100.00 %	0.00 %		0.00 %
representation of se in %	100.00 %	0.00 %	100.00 %	0.00 %	0.00 %
total se in %	33.17 %	0.00 %	33.17 %	0.00 %	0.00 %
Total	20,104,640		O 20,104,640	O	O	20,104,640
Agenda item 2 Election of a person to co-sign the meeting minutes along with the meeting chair.
Ordinær	20,104,640	o	20,104,640	o	o	20,104,640
votes east in %	100.00 %	0.00 %		0.00 %
representation of se in %	100.00 %	0.00 %	100.00 %	0.00 %	0.00 %
total se in %	33.17 %	0.00 %	33.17 %	0.00 %	0.00 %
I Total	20,104,640		O 20,104,640	O	O	20,104,640
Agenda item 4 Approval of the 2013 annual accounts of American Shipping Company ASA, group consolidated accounts and the Board of Directors' report.
I Ordinær	20,104,640	o	20,104,640	o	o	20,104,640
votes east in %	100.00 %	0.00 %		0.00 %
representation of se in %	100.00 %	0.00 %	100.00 %	0.00 %	0.00 %
total se in %	33.17 %	0.00 %	33.17 %	0.00 %	0.00 %
						20,104,640
Total"	20,104,640		O 20,104,640	O	O
Agenda item 5 Statement from the Board of Directors regarding determination of salary and other remuneration to the Management of the Company.
Ordinær	18,951,384		1,153,256 20,104,640	o	o	20,104,640
votes east in %	94.26 %	5.74%		0.00 %
representation of se in %	94.26 %	5.74 %	100.00 %	0.00 %	0.00 %
total se in %	31.26 %	1.90 %	33.17 %	0.00 %	0.00 %
I Total	18,951,384	1,153,256	20,104,640	O	O	20,104,640
Agenda item 7 Determination of the board members' remuneration.
Ordinær	18,462,944		300 18,463,244 1,641,396		o	20,104,640
votes east in %	100.00 %	0.00 %		0.00 %
representation of se in %	91.83 %	0.00 %	91.84 %	8.16 %	0.00 %
total se in %	30.46 %	0.00 %	30.46 %	2.71 %	0.00 %
I Total	18,462,944		300 18,463,244	1,641,396	O	20,104,640
Agenda item 8 Approval of remuneration			to the auditor for 2013.
Ordinær	18,466,019	o		18,466,019 1,638,621	o	20,104,640
votes east in %	100.00 %	0.00 %		0.00 %
representation of se in %	91.85 %	0.00 %	91.85 %	8.15 %	0.00 %
total se in %	30.46 %	0.00 %	30.46 %	2.70 %	0.00 %
Total	18,466,019		O 18,466,019	1,638,621	O	20,104,640
Agenda item 9 Election of members to the Board of Directors.
Ordinær	18,466,018	o		18,466,018 1,638,622	o	20,104,640
votes east in %	100.00 %	0.00 %		0.00 %
representation of se in %	91.85 %	0.00 %	91.85 %	8.15 %	0.00 %
total se in %	30.46 %	0.00 %	30.46 %	2.70 %	0.00 %
Total	18,466,018		O 18,466,018	1,638,622	O	20,104,640
Agenda item 10 Amendment of the Company's Articles of Association.
Ordinær	18,466,019	o		18,466,019 1,638,621	o	20,104,640
votes east in %	100.00 %	0.00 %		0.00 %
representation of se in %	91.85 %	0.00 %	91.85 %	8.15 %	0.00 %
		0.00 %	30.46 %	2.70 %	0.00 %
total se in %	30.46 %					20,104,640
Total	18,466,019		O 18,466,019	1,638,621	O

Page 2 of2

Shares class	FOR	Against	Poll in	Abstain	Poll not registered	Represented shares with voting rights
Agenda item 11 Election of members to the Nomination Committee.
f Ordinær	18,465,718		300 18,466,018 1,638,622		o	20,104,640
votes east in %	100.00 %	0.00 %		0.00 %
, representation of se in %	91.85 %	0.00 %	91.85 %	8.15 %	0.00 %
I total se in %	30.46 %	0.00 %	30.46 %	2.70 %	0.00 %
'Total	18,465,718		300 18,466,018	1,638,622		20,104,640
I Agenda item 12 Approval of instructions			to the Nomination Committee.		°
ordinær	18,465,718		300 18,466,018 1,638,622		o	20,104,640
votes east in % l	100.00 %	0.00 %		0.00 %
representation of se in %	91.85 %	0.00 %	91.85 %	8.15 %	0.00 %
total se in % I	30.46 %	0.00 %	30.46 %	2.70 %	0.00 %
Total	18,465,718		300 18,466,018	1,638,622		20,104,640
Agenda item 13 Authorization to the Board of Directors for payment of dividends.					°
I ordinær	18,466,019	O		18,466,019 1,638,621	o	20,104,640
votes east in %	100.00 %	0.00 %		0.00 %
l representation of se in %	91.85 %	0.00 %	91.85 %	8.15 %	0.00 %
total se in %	30.46 %	0.00 %	30.46 %	2.70 %	0.00 %
Total	18,466,019		° 18,466,019	1,638,621	°	20,104,640
Agenda item 14 Authorization to the Board of Directors to acquire treasury shares in connection with incentive scheme for employees.
I lordinær	17,312,762		1,153,257 18,466,019 1,638,621		O	20,104,640
votes east in %	93.76 %	6.25 %		0.00 %
representation of se in %	86.11 %	5.74 %	91.85 %	8.15 %	0.00 %
total se in %	28.56 %	1.90 %	30.46 %	2.70 %	0.00 %
I Total	17,312,762	1,153,257	18,466,019	1,638,621	°	20,104,640
Agenda item 15 Authorization to the Board of Directors to increase the share capital in connection with future I I investments etc.
Ordinær	16,603,322	1,862,697	18,466,019	1,638,621	O	20,104,640
votes east in %	89.91 %	10.09 %		0.00 %
I I representation of se in %	82.59 %	9.27 %	91.85 %	8.15 %	0.00 %
total se in %	27.39 %	3.07 %	30.46 %	2.70 %	0.00 %
I Total	16,603,322	1,862,697	18,466,019	1,638,621		20,104,640 °

Registrar for the company:	Signature company:
DNB Bank ASA	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