AMSC ASA — AGM Information 2015

Mar 26, 2015

AMERICAN SHIPPING COMPANY ASA NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby provided of the annual general meeting of American Shipping Company ASA on Wednesday 22 April 2015 at 3 p.m. (Oslo time) at Felix Conference Center, Bryggetorget 3, 0250 Oslo, Norway. Ballots will be distributed at the meeting venue from 2:30 p.m. to 3 p.m. on the day of the annual general meeting.

The annual general meeting will be held for the purposes stated below:

• 1. Opening of the annual general meeting of American Shipping Company ASA, including approval of the notice and agenda.
• 1. Election of a person to co-sign the meeting minutes along with the meeting chair.
• 1. Presentation of business activities (non-voting).
• 1. Approval of the 2014 annual accounts of American Shipping Company ASA, group consolidated accounts and the Board of Directors' report.
• 1. Statement from the Board of Directors regarding determination of salary and other remuneration to the Management of the Company.
• a. Advisory guidelines
• b. Binding guidelines
• 1. Consideration of the statement of corporate governance (no voting).
• 1. Determination of the board members' remuneration.
• 1. Determination of the remuneration to the members of the Nomination Committee.
• 1. Approval of remuneration to the auditor for 2014.
• 1. Election of members to the Board of Directors.
• 1. Election of member to the Nomination Committee.
• 1. Authorization to the Board of Directors for payment of dividends.
• 1. Authorization to the Board of Directors to acquire treasury shares in connection with incentive scheme for employees.
• 1. Authorization to the Board of Directors to acquire treasury shares in connection with buy-back programs for the Company's shares etc.

American Shipping Company

Fjordalleen 16, P.O. Box 1423, Vika, NO-0115 Oslo, Norway

Tel. +47 24 13 00 00 Fax +47 24 13 01 06 www.americanshippingco.com

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

****

The shares of the company and the right to vote for shares

The Company's share capital is NOK 606,165,050 divided into 60,616,505 shares, each having a face value of NOK 10. Each share carries one vote. However, voting and ownership restrictions apply to Shipping Operators, as defined in the articles of association, according to the Articles of Association section 8.

Each shareholder has, subject to the above mentioned restrictions for Shipping Operators as defined in the Articles of Association section 8, the right to vote for the number of shares owned by the actual shareholder and registered in the shareholder's register with the Norwegian Central Securities Depository (VPS) at the time of the general meeting. If a share acquisition has not been registered with the Norwegian Central Securities Depository (VPS) at the time of the general meeting, voting rights for the acquired shares may only be exercised if the acquisition is reported to the Norwegian Central Securities Depository (VPS) and proven at the general meeting. In a share transfer, the parties may agree that the seller can exercise the rights as holder of the shares until the shares have been transferred to the acquirer.

According to the company's assessment, neither the actual owner nor the agent has the right to vote for shares registered on nominee accounts with the Norwegian Central Securities Depository (VPS), cf. the Norwegian Public Limited Liability Companies Act section 4-10. The actual owner may, however, vote for the shares in the event all necessary steps are taken to terminate the custodian registra tion of the shares, and the shares are transferred to an ordinary account registered with the Norwegian Central Securities Depository (VPS), in the owner's name. Provided that the owner can document such conduct, and he has an actual ownership interest in the company, he may, in the company's opinion, vote for the shares, even though they are not yet registered on an ordinary VPS-account.

The shareholders' rights

A shareholder cannot demand that new items are added to the agenda now, as the deadline for such request has expired, cf. Norwegian Public Limited Liability Companies Act section 5-11 second sentence. A shareholder has the right to make proposals for a resolution regarding the items which will be discussed by the general meeting.

A shareholder has the right to request board members and CEO to provide necessary information to the general meeting that may influence the approval of the annual accounts and the Board of Directors' report; items brought before the general meeting for approval; the company's financial state, including information on other businesses the company may have interest in, and other items to be discussed at the general meeting, unless the information requested may not be disclosed without disproportionate damage to the company.

If additional information is necessary, and an answer not will be given at the general meeting, a written answer shall be prepared within two weeks from the date of the general meeting. Such answer shall be available at the company's office and sent to shareholders requesting the information. If the answer is considered material for evaluation of the circumstances mentioned in the previous paragraph, the answer should be sent to all shareholders with known address.

Registration of attendance to the general meeting

Shareholders who wish to participate the annual general meeting either in person or by proxy, must notify the company of their attendance no later than Tuesday 21 April 2015 at 12:00 noon. Notification of attendance can be given via the company's website www.americanshippingco.com via or via VPS Investor Services, a service offered by most registrars in Norway, or by completing and returning the enclosed attendance form scanned by email to genf@dnb.no, or alternatively by post to DNB Bank ASA, Registrar's Department, P.O. Box 1600 Sentrum, 0021 Oslo.

Notification of attendance must be sent electronically or received no later than the deadline stated above. Shareholders who fail to register by this deadline may be denied access to the annual general meeting and denied the right to vote. Proxy with or without voting instructions, can if desirable, be given to the chairman of the board or the person she appoints.

American Shipping Company

Fjordalleen 16, P.O. Box 1423, Vika, NO-0115 Oslo, Norway

Tel. +47 24 13 00 00 Fax +47 24 13 01 06 www.americanshippingco.com

Voting by means of electronic communication prior to the general meeting

A shareholder, not present himself at the general meeting, may prior to the general meeting cast vote on each agenda item via the company's website, www.americanshippingco.com, or via VPS Investor Services (PIN-code and reference number from the notice of attendance is required). The deadline for prior voting is Tuesday 21 April 2015 at 12:00 noon. Up until the deadline; votes already cast may be changed or withdrawn. If a shareholder choose to attend the general meeting in person or by p roxy, votes already cast prior to the general meeting will be considered withdrawn.

The following documents will be available on www.americanshippingco.com:

• This notice and the enclosed form for notice of attendance/proxy
• The Board of Directors' proposed resolutions for the annual general meeting for the items listed above
• The Board of Directors' proposed 2014 financial statements and annual accounts, annual report and auditor's report
• The statement from the Board of Directors regarding determination of salary and other remuneration to the Management of the Company
• The recommendations from the Nomination Committee

Pursuant to section 10 of American Shipping Company ASA's Articles of Association and Section 5-12 (1) of the Norwegian Public Limited Liability Companies Act, the Chairman of the Board, Annette Malm Justad, will open and chair the general meeting.

Any shareholder, who wants to receive the documents, can contact IR@amshipco.com or regular mail to American Shipping Company ASA, P.O.Box 1423 Vika, 0115 Oslo, Norway.

***

26 March 2015 American Shipping Company ASA

Board of Directors

Enclosure: Notice of attendance/Proxy

Reference no.: PIN code:

Notice of annual general meeting

The annual general meeting of American Shipping Company ASA will take place on 22 April 2015 at 3 p.m. (Oslo time) at Felix Conference Centre, Bryggetorget 3, 0250 Oslo, Norway

If the shareholder is a legal entity, please identify the authorised representative:

Name of authorised representative (To grant a proxy, please use one of the proxy forms below.)

Notice of attendance/voting prior to meeting

The undersigned will attend the annual general meeting in American Shipping Company ASA on 22 April 2015 and exercise the voting rights attached to the following shares:

____

own shares, and/or

other shares in accordance with the enclosed proxy/proxies, i.e.

shares in total.

This notice of attendance must be received by DNB Bank ASA by 21 April 2015 at 12:00 noon.

Notice of attendance may be sent electronically via American Shipping Company ASA's website – www.americanshippingco.com – or via VPS Investor Services. This notice of attendance may also be scanned and sent by email to genf@dnb.no or be submitted by post to DNB Bank ASA, Registrar's Department, P.O. Box 1600 Sentrum, 0021 Oslo, Norway.

Advance votes may only be cast electronically via American Shipping Company ASA's website – www.americanshippingco.com – or via VPS Investor Services. A reference number and pin code are required to access the electronic system for notification of attendance and advance voting via American Shipping Company ASA's website. Votes must be registered by 21 April 2015 at 12:00 noon. Votes already cast may be amended or withdrawn prior to the deadline.

Place Date Shareholder's signature (Sign only if attending in person. To grant a proxy, please use one of the forms below.)

Proxy (without voting instructions) Reference no.: PIN code:

This proxy form must be used when granting a proxy without voting instructions. To grant a proxy with voting instructions, please use the form on page 2.

If you are unable to attend the annual general meeting in person, you may grant a proxy to an authorized representative, or you may submit the proxy form without appointing a proxy holder, in which case the proxy will be deemed to be granted to the Chairman of the Board of Directors or a person authorized by her. The proxy form must be received by DNB Bank ASA, Registrar's Department, by 21 April 2015 at 12:00. The proxy may be sent electronically via American Shipping Company ASA's website – www.americanshippingco.com – or via VPS Investor Services. The proxy may also be scanned and sent by email to genf@dnb.no or be submitted by post to DNB Bank ASA, Registrar's Department, P.O. Box 1600 Sentrum, 0021 Oslo, Norway.

The undersigned (name in capital letters): ___________________________

hereby grants (tick one of the two boxes):

the Chairman of the Board of Directors (or a person authorised by her)

_____________________________________________

(Name of proxy holder in capital letters)

a proxy to attend and exercise the voting rights attached to my/our shares at the annual general meeting of American Shipping Company ASA on 22 April 2015.

Place Date Shareholder's signature (Sign only if granting a proxy.)

Attendance and voting rights are governed by the Norwegian Public Limited Liability Companies Act, in particular Chapter 5. If the shareholder is a company, the company's certificate of registration must be attached to the proxy.

Proxy (with voting instructions) Reference no.: PIN code:

This proxy form must be used when granting a proxy with voting instructions. If you are unable to attend the annual general meeting in person, you may use this proxy form to issue voting instructions. You may grant a proxy with voting instructions to an authorised representative, or you may submit the proxy form without appointing the proxy holder, in which case the proxy will be deemed to be granted to the Chairman of the Board of Directors or a person authorised by her. The proxy must be dated and signed.

The proxy form must be received by DNB Bank ASA, Registrar's Department, by 21 April 2015 at 12:00 noon.

The proxy may also be scanned and sent by email to genf@dnb.no, be submitted by post to DNB Bank ASA, Registrar's Department, P.O. Box 1600 Sentrum, 0021 Oslo, Norway.

The undersigned (name in capital letters): __________________________________

hereby grants (tick one of the two boxes):

• the Chairman of the Board of Directors (or a person authorised by her)

____________________________________ Name of proxy holder (in capital letters)

a proxy to attend and exercise the voting rights attached to my/our shares at the annual general meeting of American Shipping Company ASA's on 22 April 2015.

The voting rights shall be exercised in accordance with the instructions below. Please note that if any item below is not voted on (no box is ticked), this will be deemed to be an instruction to vote "in favor" of that item. However, if any motions are received from the floor in addition to or in replacement of the proposals in the notice, the proxy holder may vote or abstain from voting at his discretion. In that case, the proxy holder will vote on the basis of his reasonable understanding of the motion. The same applies if there is any doubt as to how the voting instructions should be understood. Where no such reasonable understanding of the motion can be formed, the proxy holder may abstain from voting.

Agenda annual general meeting 2015		For	Against	Abstention
1.	Opening of the annual general meeting of American Shipping Company ASA, including approval of the notice and agenda.			
2.	Election of a person to co-sign the meeting minutes along with the meeting chair.			
3.	Presentation of business activities (no voting).
4.	Approval of the 2014 annual accounts of American Shipping Company ASA, group consolidated accounts and the Board of Directors' report.			
5.	Statement from the Board of Directors regarding determination of salary and other remuneration to the Management of the Company.
	(a) Advisory guidelines			
	(b) Binding guidelines			
6.	Consideration of the statement of corporate governance (no voting).
7.	Determination of the board members' remuneration.			
8.	Determination of the remuneration to the members of the Nomination Committee.			
9.	Approval of remuneration to the auditor for 2014.			
	10. Election of members to the Board of Directors.			
	11. Election of member to the Nomination Committee.			
	12. Authorization to the Board of Directors for payment of dividends.			
13.	Authorization to the Board of Directors to acquire treasury shares in connection with 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.			
15.	Authorization to the Board of Directors to increase the share capital in connection with future investments etc.			

Place Date Shareholder's signature (Sign only if granting a proxy with voting instructions.)

Attendance and voting rights are governed by the Norwegian Public Limited Liability Companies Act, in particular Chapter 5. A written power of attorney dated and signed by the shareholder granting the proxy must be presented at the meeting.

___________________________________ ___________ ______________________________________________

If the shareholder is a company, the company's certificate of registration must be attached to the proxy.

THE BOARD OF DIRECTORS' REASONING AND PROPOSAL FOR THE RESOLUTIONS TO BE PASSED

Item 4 Approval of the 2014 annual accounts of American Shipping Company ASA, group consolidated accounts and the Board of Director's report.

The annual report which comprises the annual accounts, the Board of Directors' report and the audit opinion for 2014, is available at the Company's website: www.americanshippingco.com.

The Board of Directors proposes that the General Meeting passes 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."

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

In accordance with section 6-16a of the Norwegian Public Limited Liability Companies Act, the Board of Directors has prepared a statement on the determination of salary and other remuneration to the Management of the Company. The statement is available at the Company's website.

The General Meeting's approval of the guidelines is of an advisory nature to the Board of Directors. However, the approval of the guidelines regarding remuneration in the form of shares, subscription rights, options, and other forms of remuneration linked to shares or the development of the share price in the Company or in other companies within the group, are binding for the Board of Directors, cf. the Norwegian Public Limited Liability Companies Act section 5-6 (3) third sentence, cf. section 6-16a (2) fourth sentence.

The advisory and binding guidelines are subject to separate votes.

(a) Advisory guidelines

The Board of Directors proposes that the General Meeting passes the following resolution with regard to the advisory guidelines:

"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 Board of Directors proposes that the General Meeting passes the following resolution with regard to the 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."

Item 7 Determination of the board members' remuneration.

The recommendations from the Nomination Committee are available at the Company's website.

The Nomination Committee proposes that the General Meeting passes 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."

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

The recommendations from the Nomination Committee are available at the Company's website.

The Nomination Committee proposes that the General Meeting passes 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."

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

The Board of Directors proposes that the General Meeting passes 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."

Item 10 Election of members to the Board of Directors.

The recommendations from the Nomination Committee are available at the Company's website.

The Nomination Committee proposes that the General Meeting passes 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."

Item 11 Election of member to the Nomination Committee.

The recommendations from the Nomination Committee are available at the Company's website.

The Nomination Committee proposes that the General Meeting passes 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 (Chair)

Christine Rødseter."

Item 12 Authorization to the Board of Directors for payment of dividends.

To facilitate for payment of dividend on an on-going basis, the Board of Directors proposes that the General Meeting passes 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."

Item 13 Authorization to the Board of Directors to acquire treasury shares in connection with incentive scheme for employees.

The Board of Directors proposes that the General Meeting passes 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.

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

The Board of Directors proposes that the General Meeting passes 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.

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

The Board of Directors proposes that the General Meeting passes 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.

GUIDELINES FOR REMUNERATION OF SENIOR MANAGEMENT

In accordance with section 6-16a of the Norwegian Public Limited Liability Companies Act, the Board of Directors has prepared a statement on the determination of salary and other remuneration of senior management of the Company. The General Meeting's approval of the guidelines is of an advisory nature to the Board of Directors. However, the approval of the guidelines regarding remuneration in the form of shares, subscription rights, options, and other forms of remuneration linked to shares or the development of the share price in the Company or in other companies within the group, are binding for the Board of Directors, cf. the Norwegian Public Limited Liability Companies Act section 5-6 (3) third sentence, cf. section 6-16a (2) forth sentence.

Advisory guidelines

The basis of remuneration of the senior management has been developed in order to create a performance-based system which is founded on the Company's values. This system of reward was designed to contribute to the achievement of good financial results and increase in shareholder value.

The senior management receives a base salary and may also be granted a variable pay as further detailed under "Binding guidelines" below.

The members of the senior management are entitled to 6 months' severance payment. Except for this, the members of the management are not entitled to special benefits beyond ordinary severance pay during available termination notice periods. The members of the senior management participate in a standard pension and insurance scheme.

Binding guidelines

In 2014, the senior management received a base salary in addition to a variable pay based on the award of synthetic shares in order to align performance payments with shareholder value creation. The system is based on awarding a certain number of synthetic shares to each member of the management team. The holder of the synthetic shares receives cash payments equal to the dividend paid to the shareholders. Further, the annual share price increase, if any, is paid as a cash bonus at the end of the year. There is a cap on the maximum compensation payable to each member of the management team. The remuneration of the senior management is in accordance with the guidelines for remuneration for 2014.

During 2014, Mr. Wittusen was awarded 350,000 synthetic shares in the Company. Under his synthetic share agreement, the total bonus paid during 2014 was USD 105 thousand. The cap on his salary was NOK 7 million. During 2014, Mr. Magnussen was awarded 200,000 synthetic shares, resulting in bonus payments of USD 60 thousand. The cap on his salary for 2014 was NOK 3.5 million. During 2014, Ms. Jaros was awarded 50,000 synthetic shares, resulting in bonus payments of USD 15 thousand. The cap on Ms. Jaros' salary is USD 200 thousand per year. For 2015, Mr. Magnussen has 350,000 synthetic shares and the cap on his annual compensation has been set at NOK 7 million.

The Company also has an incentive scheme for the management, where the Company can offer the management to purchase shares in the Company, subject to lock-up restrictions, with a view to incentivize long-term value creation and performance by the management.

During 2014, Mr. Wittusen purchased 100,000 shares with a price reduction of 20% to the closing price to compensate for the lock-up restrictions on the shares for a period of three years. In accordance with his bonus agreement, he received a bonus of NOK 1.7 million, reflecting the difference in the price paid at the time of the purchase and the subscription price in the private placement in the Company.

The Company does not offer share option programs to the management.

Proposal from the nomination committee of American Shipping Company ASA to the annual general meeting of American Shipping Company ASA to be held on April 22, 2015

The nomination committee of American Shipping Company ASA comprises Trond Brandsrud (Chairman) and Christine Rødsæther.

Since the Annual General Meeting in 2014, the Nomination Committee has conducted two meetings. The committee has evaluated the Board's performance and received input from the shareholders and members of the Board of Directors regarding the composition of the Board.

In connection with the annual general meeting of American Shipping Company ASA to be held on April 22, 2015 the nomination committee submits the following unanimous proposal:

1. The Board of Directors

It is proposed that Annette Malm Justad is re-elected as chairman of the Board for a two-year term.

The Board of Directors will thereafter consist of the following three shareholder-elected Directors: Annette Malm Justad (chairman), Peter D. Knudsen and Kristian Røkke. All board members other than Kristian Røkke are deemed independent from the company's direct main shareholder, Converto Capital Fund, and its indirect main shareholder Aker ASA.

2. The nomination committee

It is proposed that Arild Støren Frick is elected and replaces Trond Brandsrud as chairman of the nomination committee for a two-year term.

Arild Støren Frick is 35 years of age, a Norwegian citizen and holds a Cand. Jur. (Master of Law equivalent) degree from the University of Oslo (2005). Frick has held the position as General Counsel of Aker ASA since September 2014. He has a background as attorney in BA-HR lawfirm (2006-2009), management consultant in McKinsey & Company (2009-2010) and as attorney in Aker Solutions (2010-2014).

The Nomination Committee will thereafter consist of Arild Støren Frick (Chairman) and Christine Rødsæther.

3. Proposed fees for the Board of Directors

Due to the market conditions, the nomination committee proposes that board remuneration remains at the same levels as last year. The nomination committee proposes the following fees for the board members for the period April 1, 2014 until March 31, 2015:

	Proposal (NOK)	Change from last year
Chairman	450,000	0%
Board members	350,000	0%

4. Proposed fees for the nomination committee

The fee for the chairman and members of the nomination committee for the period since the 2014 annual general meeting until the 2015 annual general meeting is proposed to be NOK 33,000 per person. Prior to the AGM in 2014, American Shipping Company ASA had no nomination committee.

In line with the policy of Aker ASA, the nomination committee fee to senior executives is paid directly to the employing company. Consequently, the fees accruing to Trond Brandsrud will be paid to Aker ASA.

Oslo, 26 March 2015

On behalf of the nomination committee of American Shipping Company ASA.

Trond Brandsrud Chairman of the committee