AMSC ASA — AGM Information 2018

Apr 25, 2018

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

MINUTES OF

ANNUAL GENERAL MEETING IN

AMERICAN SHIPPING COMPANY ASA

On Wednesday April 25, 2018 at 10:00 (CET) the Annual General Meeting in American Shipping Company ASA was held at Advokatfirmaet BAHR AS, Tjuvholmen allé 16, 0252 Oslo.

The following items were on the agenda:

1. OPENING OF THE GENERAL MEETING, INCLUDING APPROVAL OF THE NOTICE AND AGENDA

The Annual General Meeting was opened and chaired by Annette Malm Justad, Chairman of the Board. Pål Magnussen, CEO, was present.

The Company's auditor, the auditing firm KPMG, represented by state-authorized public accountant Gunnar Sotnakk was also present.

The record of attending shareholders showed that 13,690,552 shares, corresponding to 22.59% of the Company's issued shares, were represented. The list of attending shareholders is set out on page 6. The voting result for each respective item is set out on pages 7 and 8.

No objections were made to the notice and the agenda, and the General Meeting was declared duly constituted.

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

Camilla Iversen 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, the important occurrences in the Group in 2017 and the main figures from the 2017 annual accounts.

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

4. APPROVAL OF THE 2017 ANNUAL ACCOUNTS OF AMERICAN SHIPPING COMPANY ASA, GROUP CONSOLIDATED ACCOUNTS AND THE BOARD OF DIRECTORS' REPORT

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

The General Meeting adopted the following resolution:

The General Meeting approves the annual accounts for 2017 for American Shipping Company ASA, the 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 adopted the following resolution:

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 members of the Board of Directors for the period from the 2017 Annual General Meeting up to the 2018 Annual General Meeting shall be as follows:

• NOK 475,000 to the Chairperson of the board
• NOK 375,000 to each of the other board members

The above fees include remuneration for audit committee-related work.

It was noted that the remuneration to the board member, Audun Stensvold, will be paid to his employer, Aker ASA.

8. DETERMINATION OF 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 the 2017 Annual General Meeting up to the 2018 Annual General Meeting shall be NOK 30,000 for each member.

It was noted that the remuneration to the chairman of the Nomination Committee, Arild S. Frick, will be paid to his employer, Aker ASA.

9. APPROVAL OF REMUNERATION TO THE AUDITOR FOR 2017

The General Meeting adopted the following resolution:

The remuneration to the auditor of NOK 599,000 ex. VAT for the audit of the Company's 2017 annual accounts is approved. In addition, the Group has paid fees to KPMG of NOK 365,465 ex. VAT for services other than audit.

10. ELECTION OF MEMBER TO THE BOARD OF DIRECTORS

The General Meeting adopted the following resolution:

In accordance with the revised proposal from the Nomination Committee received from the floor, in replacement of the proposal included in the notice, Peter Ditlef Knudsen is re-elected as member and Kristian Røkke is elected as new member of the Board of Directors 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, Christine Rødsæther is reelected as member of the Nomination Committee for a period of two years.

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

• Arild Støren Frick (Chair)
• Christine Rødsæther

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 2017. The authorization is valid up to the Annual General Meeting in 2019.

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 2019, but no longer than June 30, 2019.
• 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 FOR INVESTMENT PURPOSES OR SUBSEQUENT SALE OR DELETION OF SUCH SHARES

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 60,616,505.
• 2. The authorization is valid up to the Annual General Meeting in 2019, but no longer than June 30, 2019.
• 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 for investment purposes or subsequent sale or deletion of such shares.

15. AUTHORIZATION TO THE BOARD OF DIRECTORS TO ACQUIRE TREASURY SHARES IN CONNECTION WITH ACQUISITIONS, MERGERS, DE-MERGERS OR OTHER TRANSACTIONS

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 60,616,505.

• 2. The authorization is valid up to the Annual General Meeting in 2019, but no longer than June 30, 2019.
• 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 on the Securities Trading Act section 6-17.
• 5. The authorization can only be used for the purpose of utilizing the company's shares as transaction currency in acquisitions, mergers, de-mergers or other transactions.

16. 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 60,616,505.
• 2. The authorization is valid up to the Annual General Meeting in 2019, but no longer than June 30, 2019.
• 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 behalf of 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.

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

* * *

Oslo, April 25, 2018

(sign.) (sign.)

Annette Malm Justad, Chairman Camilla Iversen, co-signer

Total Represented

!SIN:	NO0010272065 AMERICAN SHIPPING COMPANY ASA
General meeting date: 25/04/2018 10.00
Today:	25.04.2018

Number of persons with voting rights represented/attended : 5

	Number of shares 0/o SC
Total shares	60,616,505
- own shares of the company	0
Total shares with voting rights	60,616,505
Represented by own shares	13,021,244	21.48 %
Sum own shares	13,021,244 21.48 %
Represented by proxy	129,785	0.21 %
Represented by voting instruction	539,523	0.89 %
Sum proxy shares	669,308	1.10 %
Total represented with voting rights	13,690,552 22.59 %
Total represented by share capital	13,690,552 22.59 %

Registrar for the company: DNB Bank ASA

Signature company: AMERICAN SHIPPING COMPANY ASA

Protocol for general meeting AMERICAN SHIPPING COMPANY ASA

!SIN:	NO0010272065 AMERICAN SHIPPING COMPANY ASA
General meeting date: 25/04/2018 10.00
Today:	25.04.2018
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	13,690,552	0	13,690,552	0	0	13,690,552
votes cast in %		100.00 % 0.00 %		0.00 %
representation of se in %		100.00 % 0.00 %	100.00 % 0.00 %		0.00 %
total se in%		22.59 % 0.00 %		22.59 % 0.00 %	0.00 %
Total	13,690,552		0 13,690,552	0	0	13,690,552
Agenda item 2 Election of a person to co-sign the meeting minutes along with the meeting chair.
Ordinær	13,690,552	0	13,690,552	0	0	13,690,552
votes cast in %		100.00 % 0.00 %		0.00 %
representation of se in %		100.00 % 0.00 %	100.00 % 0.00 %		0.00 %
total se in%		22.59 % 0.00 %		22.59 % 0.00 %	0.00 %
Total	13,690,552		0 13,690,552	0	0	13,690,552
Agenda item 4 Approval of the 2017 annual accounts of American Shipping Company ASA, group
consolidated accounts and the BoDs report
Ordinær	13,690,552	0	13,690,552	0	0	13,690,552
votes cast in %	100.00 % 0.00 %			0.00 %
representation of sc in %	100.00 % 0.00 %		100.00 % 0.00 %		0.00 %
total sc in%		22.59 % 0.00 %		22.59 % 0.00 %	0.00 %
Total	13,690,552		0 13,690,552	0	0	13,690,552
Agenda item Sa Statement from the BoDs regarding determination of salary and other remuneration to the
Management of the Company - Advisory guidelines
Ordinær	13,664,229		26,323 13,690,552	0	0	13,690,552
votes cast in %		99.81 % 0.19 %		0.00 %
representation of se in %		99.81 % 0.19 %	100.00 % 0.00 %		0.00 %
total se in%		22.54 % 0.04 %		22.59 % 0.00 %	0.00 %
Total			13,664,229 26,323 13,690,552	0	0	13,690,552
Agenda item Sb Statement from the BoDs regarding determination of salary and other remuneration to the Management of the Company - Binding guidelines
Ordinær	13,659,867		30,685 13,690,552	0	0	13,690,552
votes cast in %		99.78 % 0.22 %		0.00 %
representation of sc in %		99.78 % 0.22 %	100.00 % 0.00 %		0.00 %
total se in%		22.54 % 0.05 %		22.59 % 0.00 %	0.00 %
Total			13,659,867 30,685 13,690,552	0	0	13,690,552
Agenda item 7 Determination of the board members' remuneration.
Ordinær	13,690,552	0	13,690,552	0	0	13,690,552
votes cast in %	100.00 % 0.00 %			0.00 %
representation of se in %	100.00 % 0.00 %		100.00 % 0.00 %		0.00 %
total se in%		22.59 % 0.00 %		22.59 % 0.00 %	0.00 %
Total	13,690,552		0 13,690,552	0	0	13,690,552
Agenda item 8 Determination of the remuneration to the members of the Nomination Committee.
Ordinær	13,690,552	0	13,690,552	0	0	13,690,552
votes cast in %	100.00 % 0.00 %			0.00 %
representation of se in %	100.00 % 0.00 %		100.00 % 0.00 %		0.00 %
total sc in%				22.59 % 0.00 %	0.00 %
		22.59 % 0.00 %
Total	13,690,552		0 13,690,552	0	0
Agenda item 9 Approval of remuneration to the auditor for 2017.
Ordinær	13,690,552	0	13,690,552	0	0	13,690,552
votes cast in %	100.00 % 0.00 %			0.00 %
representation of se in %	100.00 % 0.00 %		100.00 % 0.00 %		0.00 %
total sc in%		22.59 % 0.00 %		22.59 % 0.00 %	0.00 %
Total	13,690,552		0 13,690,552	0	0	13,690,552 13,690,552
Agenda item 10 Election of member to the Board of Directors.
Ordinær	13,664,229	26,323	13,690,552	0	0	13,690,552
votes cast in %		99.81 % 0.19 %		0.00 %
representation of sc in % total se in%		99.81 % 0.19 %	100.00 % 0.00 %		0.00 %

Shares class	FOR		Against Poll in			Abstain Poll not registered Represented shares with voting rights
Total			113,664,2291 26,323113,690,552 I	ol	01	13,690,552
Agenda item 11 Election of member to the Nomination Committee.
Ordinær	13,664,229	26,323	13,690,552	0	0	13,690,552
votes cast in %		99.81 % 0.19 %		0.00 %
representation of se in %		99.81 % 0.19 %		100.00 % 0.00 %	0.00 %
total se in%		22.54 % 0.04 %		22.59 % 0.00 %	0.00 %
Total			13,664,229 26,323 13,690,552	0	0	13,690,552
Agenda item 12 Authorization to the Board of Directors for payment of dividends.
Ordinær	13,690,552	0	13,690,552	0	0	13,690,552
votes cast in %	100.00 % 0.00 %			0.00 %
representation of se in %	100.00 % 0.00 %		100.00 % 0.00 %		0.00 %
total se in%		22.59 % 0.00 %		22.59 % 0.00 %	0.00 %
Total	13,690,552		0 13,690,552	0	0	13,690,552
Agenda item 13 Authorization to the Board of Directors to acquire treasury shares in connection with incentive scheme for employees
Ordinær	13,659,867	30,685	13,690,552	0	0	13,690,552
votes cast in %		99.78 % 0.22 %		0.00 %
representation of se in %		99.78 % 0.22 %	100.00 % 0.00 %		0.00 %
total se in%		22.54 % 0.05 %		22.59 % 0.00 %	0.00 %
Total			13,659,867 30,685 13,690,552	0	0	13,690,552
Agenda item 14 Authorization to the Board of Directors to acquire treasury shares for investment purposes
or subsequent sale or deletion or such shares.
Ordinær	13,659,867	30,685	13,690,552	0	0	13,690,552
votes cast in %		99.78 % 0.22 %		0.00 %
representation of sc in %		99.78 % 0.22 %	100.00 % 0.00 %		0.00 %
total sc in%		22.54 % 0.05 %		22.59 % 0.00 %	0.00 %
Total			13,659,867 30,685 13,690,552	0	0	13,690,552
Agenda item 15 Authorization to the Board of Directors to acquire treasury shares in connection with
acquisitions, mergers, demergers or other transactions
Ordinær	13,659,867	30,685	13,690,552	0	0	13,690,552
votes cast in %		99.78 % 0.22 %		0.00 %
representation of sc in %		99.78 % 0.22 %	100.00 % 0.00 %		0.00 %
total sc in%		22.54 % 0.05 %		22.59 % 0.00 %	0.00 %
Total			13,659,867 30,685 13,690,552	0	0	13,690,552
Agenda item 16 Authorization to the Board of Directors to increase the share capital in connection with future investments etc.
Ordinær	13,659,867	30,685	13,690,552	0	0	13,690,552
votes cast in %		99.78 % 0.22 %		0.00 %
representation of sc in %		99.78 % 0.22 %	100.00 % 0.00 %		0.00 %
total se in%		22.54 % 0.05 %	22.59 % 0.00 %		0.00 %
Total			13,659,867 30,685 13,690,552	0	0	13,690,552

Registrar for the company: DNB Bank ASA

Signature company:

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