AMSC ASA — AGM Information 2015

Apr 22, 2015

MINUTES FROM ANNUAL GENERAL MEETING

On Wednesday April 22, 2015 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 partner Charlie Lea, and DNB Bank Verdipapirservice attended the meeting.

The record of attending shareholders showed that 17,951,231 of the Company's total of 60,616,505 shares were represented, which correspond to approximately 29.61% 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 meeting chair.

3. Presentation of business activities.

Pål Magnussen gave a presentation of the business activities and the important occurrences in the group in 2014.

After the presentation, the meeting chair opened for questions and comments.

4. Approval of the 2014 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 2014 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.

(a) Advisory guidelines

The General Meeting adopted the following resolution:

The General Meeting endorses the advisory guidelines in the declaration from the Board of Directors pursuant to the Norwegian Public Limited Liability Companies Act section 6-16a.

(b) Binding guidelines

The General Meeting approves the binding guidelines in the declaration from the Board of Directors pursuant to the Norwegian Public Limited Liability Companies Act section 6-16a.

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 Nomination Committee, the General Meeting approves that the remuneration rates for the period 2014–2015 shall be as follows:

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

8. Determination of the remuneration to the members of the Nomination Committee.

The General Meeting adopted the following resolution: In accordance with the proposal from the Nomination Committee, the General Meeting approves that the remuneration rate for members of the Nomination

Committee for the period from 2014-2015 shall be NOK 33,000 for each member.

9. Approval of the remuneration to the auditor for 2014.

The General Meeting adopted the following resolution:

The remuneration to the auditor of NOK 831,250 ex. VAT for the audit of the Company's 2014 annual accounts is approved. In addition, the Group has paid fees to KPMG of NOK 202,445 ex. VAT for services other than audit.

10. Election of members to the Board of Directors.

The General Meeting adopted the following resolution:

In accordance with the proposal from the Nomination Committee, Annette Malm Justad is re-elected as Chairperson 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
• Kristian Røkke

11. Election of member to the Nomination Committee.

The General Meeting adopted the following resolution:

In accordance with the proposal from the Nomination Committee, Arild Støren Frick is elected as new member of the Nomination Committee for the period up to the Annual General Meeting in 2017, and Trond Brandsrud withdraws from the committee.

The Nomination Committee in American Shipping Company will then consist of the following members:

• Arild Støren Frick (Chairperson)
• Christine Rødseter.

12. 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 2014. The authorization is valid up to the Annual General Meeting in 2016.

13. 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.
• 2. The authorization is valid up to the Annual General Meeting in 2016, but no longer than June 30, 2016.
• 3. Treasury shares shall be acquired for a consideration of minimum NOK 1 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.

14. Authorization to the Board of Directors to acquire treasury shares in connection with buy-back programs for the Company's shares etc.

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 30,300,000.
• 2. The authorization is valid up to the Annual General Meeting in 2016, but no longer than June 30, 2016.
• 3. Treasury shares shall be acquired for a consideration of minimum NOK 1 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 buy-back programs for the Company's shares or for future investments within the Company's scope of operations.

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:

• 1. 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 2016, but no longer than June 30, 2016.
• 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, 22. April 2015

(sign.) (sign.)

Annette Malm Justad Pernille Woxen Burum

Total Represented

ISIN:	N00010272065 AMERICAN SHIPPING COMPANY ASA
General meeting date: 22/04/2015 15.00
Today:	22.04.2015

Number of persons with voting rights represented/attended: 4

	Number of shares 010 se
Total shares	60,616,505
- own shares of the company	O
Total shares with voting rights	60,616,505
Represented by own shares	426,000	0.70 %
Represented by advance vote	12,289,818 20.28 %
Sum own shares	12,715,818	20.98 %
Represented by proxy	22,916	0.04 %
Represented by voting instruction	5,212,479	8.60 %
Sum proxy shares	5,235,395	8.640/0
Total represented with voting rights	17,951,213	29.61 %
Total represented by share capital	17,951,213	29.61 %

Registrar for the company:

DNB Bank ASA

Signature company: AMERICAN SHIPPING COMPANY ASA

Protocol for general meeting AMERICAN SHIPPING COMPANY ASA

ISIN: General meeting date: 22/04/2015 15.00	NOOOI0272065 AMERICAN SHIPPING COMPANY ASA
Today:	22.04.2015
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	17,937,982	o	17,937,982 13,231		o	17,951,213
votes cast in %	100.00 %	0.00 %		0.00 %
representation of se in %	99.93 %	0.00 %		99.93 % 0.07 %	0.00 %
total se in %	29.59 %	0.00 %		29.59 % 0.02 %	0.00 %
Total	17,937,982		o 17,937,982	13,231	o	17,951,213
Agenda item 2 Election of a person to co-sign the meeting minutes along with the meeting chair
Ordinær	17,925,582	o	17,925,582 25,631		o	17,951,213
votes cast in %	100.00 %	0.00 %		0.00 %
representation of se in %	99.86 %	0.00 %		99.86 % 0.14 %	0.00 %
total se in %	29.57 %	0.00 %		29.57 % 0.04 %	0.00 %
Total	17,92S,582		o 17,925,582	25,631	o	17,951,213
Agenda item 4 Approval of the 2014 annual accounts of American Shipping Company ASA, group consolidated
accounts and the 80ard of Directors' report
Ordinær	17,925,582	o	17,925,582 25,631		o	17,951,213
votes cast in °/0	100.00 %	0.00 %		0.00 %
representation of se in %	99.86 %	0.00 %	99.86 %	0.14 %	0.00 % 0.00 %
total se in %	29.57 %	0.00 %	29.57 % o 17,925,582	0.04 % 25,631	o	17,951,213
Total Agenda item 5A Statement from the 80ard of Directors regarding determination	17,925,582					of salary etc. to the
Management of the Company ADVISORY GUIDEUNES
Ordinær	17,925,582		40 17,925,622	25,591	o	17,951,213
votes east in %	100.00 %	0.00 %		0.00 %
representation of se in %	99.86 %	0.00 %		99.86 % 0.14 %	0.00 %
total se in %	29.57 %	0.00 %	29.57 %	0.04 %	0.00 %
Total	17,925,582		40 17,925,622	25,591	o	17,951,213
Agenda item 5B Statement from the Board of Directors regarding determination					of salary etc. to the
Management of the Company BINDING GUIDELINES
Ordinær	17,925,582		40 17,925,622 25,591		o	17,951,213
votes east in %	100.00 %	0.00 %		0.00 %
representation of se in %	99.86 %	0.00 %		99.86 % 0.14 %	0.00 %
total se in %	29.57 %	0.00 %		29.57 % 0.04 %	0.00 %
Total	17,925,582		40 17,925,622	25,591	o	17,951,213
Agenda item 7 Determination			of the board members' remuneration
Ordinær	17,925,582		40 17,925,622	25,591	o	17,951,213
votes east in %	100.00 %	0.00 %		0.00 %
representation of se in %	99.86 %	0.00 %		99.86 % 0.14 %	0.00 %
total se in %	29.57 %	0.00 %		29.57 % 0.04 %	0.00 %
Total	17,925,582		40 17,925,622	25,591	o	17,951,213
Agenda item 8 Determination		of the remuneration			to the members of the Nomination Committee
Ordinær	17,925,582	40	17,925,622 25,591		o	17,951,213
votes cast in %	100.00 %	0.00 %		0.00 %
representation of se in %	99.86 %	0.00 %		99.86 % 0.14 %	0.00 %
total se in %	29.57 %	0.00 %		29.57 % 0.04 %	0.00 %
Total	17,925,582		40 17,925,622	25,591	o	17,951,213
Agenda item 9 Approval of remuneration			to the auditor for 2014
Ordinær	17,925,582	o	17,925,582 25,631		o	17,951,213
votes cast in ola	100.00 %	0.00 %		0.00 %
representation of se in %	99.86 %	0.00 %		99.86 % 0.14 %	0.00 %
total se in %	29.57 %	0.00 %	29.57 %	0.04 %	0.00 %
Total	17,925,582		o 17,925,582	25,631	o	17,951,213

Shares class	FOR	Against	Poll in	Abstain	Poll not registered	Represented shares with voting rights
Agenda item 10 Election of members to the Board of Directors
Ordinær	17,925,582	O	17,925,582 25,631		O	17,951,213
votes cast in %	100.00 %	0.00%		0.00 %
representation of se in %	99.86 %	0.00 %		99.86 % 0.14 %	0.00 %
total se in %	29.57 %	0.00 %		29.57 % 0.04 %	0.00 %
Total	17,925,582		° 17,925,582	25,631		17,951,213
Agenda item 11 Election of member to the Nomination Committee.					°
Ordinær	17,925,582	O	17,925,582 25,631		O	17,951,213
votes east in %	100.00 %	0.00 %		0.00 %
representation of se in %	99.86 %	0.00 %		99.86 % 0.14 %	0.00 %
total se in %	29.57 %	0.00 %		29.57 % 0.04 %	0.00 %
Total	17,925,582		° 17,925,582	25,631		17,951,213
Agenda item 12 Authorization			to the Board of Directors for payment of dividends		°
Ordinær	17,937,982		40 17,938,022 13,191		O	17,951,213
votes east in %	100.00 %	0.00 %		0.00 %
representation of se in %	99.93 %	0.00 %		99.93 % 0.07 %	0.00 %
total se in %	29.59 %	0.00 %		29.59 % 0.02 %	0.00 %
Total	17,937,982		40 17,938,022	13,191		17,951,213
Agenda item 13 Authorization scheme for employees.					°	to the Board of Directors to acquire treasury shares in connection with incentive
Ordinær			16,243,262 1,694,760 17,938,022 13,191		O	17,951,213
votes cast in %	90.55 %	9.45 %		0.00 %
representation of se in %	90.49 %	9.44 %		99.93 % 0.07 %	0.00 %
total se in %	26.80 %	2.80 %		29.59 % 0.02 %	0.00 %
Total	16,243,262	1,694,760	17,938,022	13,191		17,951,213
Agenda item 14 Authorization					° to the Board of Directors to acquire treasury shares in connection with buyback
programs for the Company's shares etc
Ordinær		16,249,995 1,688,027	17,938,022 13,191		O	17,951,213
votes east in %	90.59 %	9.41 %		0.00 %
representation of se in %	90.52 %	9.40 %		99.93 % 0.07 %	0.00 %
total se in %	26.81 %	2.79 %		29.59 % 0.02 %	0.00 %
Total	16,249,995	1,688,027	17,938,022	13,191	°	17,951,213
Agenda item 15 Authorization investments etc					to the Board of Directors to increase the share capital in connection with future
Ordinær			15,541,262 2,396,760 17,938,022	13,191	O	17,951,213
votes cast in %	86.64 %	13.36 %		0.00 %
representation of se in %	86.58 %	13.35 %		99.93 % 0.07 %	0.00 %
total se in %	25.64 %	3.95 %		29.59 % 0.02 %	0.00 %

.:')IUt:: L. av ~

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