AMSC ASA — AGM Information 2022

Sep 15, 2022

Notice of Extraordinary General Meeting in American Shipping Company ASA

Notice is hereby provided of the extraordinary general meeting of American Shipping Company ASA, org. no. 988 228 397 (the "Company"), on 6 October 2022 at 10:00 (CEST), held as a virtual meeting (in Norwegian) at https://web.lumiagm.com/187618095

IMPORTANT MESSAGE:

The Extraordinary General Meeting will be held as a digital meeting only, with no physical attendance for shareholders. To participate in the general meeting, please log in to:https://web.lumiagm.com/187618095

either on your smartphone, tablet or PC. Enter Meeting ID: 187-618-095 and click Join. You must then identify yourself with the reference number and PIN code from VPS for the general meeting that you will find in investor services (Corporate Actions – General Meeting – ISIN) or sent you by post on this form (for non-electronic actors).

You will have the opportunity to log in one hour before the general meeting start from 09:00 (CEST). Shareholders must be logged in before the general meeting starts.

Shareholders are welcome to contact DNB Registrars Department on phone + 47 23 26 80 20 (between 08:00-15:30) or send an e-mail to genf@dnb.no if they need their reference number and PIN code or if they have technical questions.

Shareholders may find an online guide on the Company's website www.americanshippingco.com describing how shareholders can participate in the virtual meeting. Shareholders may choose to vote in advance or by proxy as described in this notice.

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

• 1. Opening of the extraordinary general meeting, including approval of the notice and agenda.
• 2. Election of a person to co-sign the meeting minutes along with the meeting chair.
• 3. Share capital increase in connection with Private Placement.
• 4. Authorization to the Board of Directors to increase the share capital in connection with future investments etc.
• 5. Change of company name.

****

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

As of the date of this notice, the Company's share capital is NOK 60,616,505 divided into 60,616,505 shares, each having a face value of NOK 1. Each share carries one vote. However, voting and ownership restrictions apply to Shipping Operators, as set out in the Articles of Association section 8. No voting rights may be exercised for the Company's own shares. As of 31 September, 2022, the Company owned 0 own shares.

Each shareholder has, subject to the abovementioned 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 (Euronext Securities Oslo ("VPS")) at the time of the general meeting. If a share acquisition has not been registered with the 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 VPS and proven at the general meeting. In a share transfer, the parties may agree that the seller can exercise the shareholder rights until the rights have been assumed by the acquirer.

In the company's opinion, neither the beneficial owner nor the agent has the right to vote for shares registered on nominee accounts with the VPS, cf. the Norwegian Public Limited Liability Companies Act section 4-10. The beneficial owner may, however, vote for the shares in the event all necessary steps are taken to terminate the custodian registration of the shares, and the shares are transferred to an ordinary account registered with the 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, when the deadline for such request has expired, cf. the 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 considered by the general meeting.

A shareholder has the right to request board members and the 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 companies in which the Company participates, and other items to be discussed at the general meeting, unless the information requested may not be disclosed without causing disproportionate harm 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.

Participation

The extraordinary general meeting will be held as a digital meeting via Lumi AGM on https://web.lumiagm.com/187618095. Click on the link or copy the URL of your browser to attend at the general meeting. American Shipping Company ASA meeting ID will be: 187-618-095.

By participating online via Lumi AGM shareholders can vote on each agenda item, submit written questions from smartphones, tablets or stationary devices as well as follow live webcast (in Norwegian). No pre-registration is required for shareholders who want to participate, but shareholders must be logged on before the general meeting starts. Note that it will not be possible to log on to the meeting after it has started. We therefore encourage shareholders to log in well in advance of the general meeting. The general meeting is open for login one hour before start-up.

Secure identification of shareholders will be done using the PIN code and reference number listed in the attached form or on the shareholder's account in VPS Investor Services.

More information and guidelines regarding digital participation via Lumi AGM is available on the Company's website: www.americanshippingco.com.

Voting prior to the general meeting and proxies

Instead of participating online, shareholders may prior to the extraordinary general meeting, cast votes on each agenda item via the company's website, www.americanshippingco.com, or via VPS Investor Services (PIN-code and reference number from the proxy form is required). The deadline for prior voting is 5 October 2022 at 16.00 (CEST). Up until the deadline; votes already cast may be changed or withdrawn.

Shareholders who wish to vote at the extraordinary general meeting by using a proxy can submit this via the Company's website www.americanshippingco.com or via VPS Investor Services, a service offered by most registrars in Norway, or by completing and returning the enclosed proxy 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, Norway. The proxy form must be received no later than 5 October 2022 at 16:00 (CEST).

Proxy with or without voting instructions can, if desirable, be given to the chair of the board of directors, Annette Malm Justad, or the person she appoints.

Shareholders that choose to log in to the digital meeting via Lumi AGM even if they have voted in advance or given a proxy, with or without voting instructions, will not be able to vote on the agenda items during the meeting.

Electronic Investor Information

American Shipping Company ASA urges shareholders to receive investor messages from the VPS electronically, both from an environmental and cost perspective. To receive investor information electronically, including invitations to general meetings, visit your online bank or euronextvps.no (log in via myVPS in the top-right corner).

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

• This notice and the enclosed proxy form
• The Board of Directors' proposed resolutions for the extraordinary general meeting for the items listed above
• Guidelines for online participation

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 Chairperson of the Board, Annette Malm Justad, will open and chair the general meeting.

American Shipping Company Oksenøyveien 10, P.O. Box 230, NO-1326 Lysaker, Norway www.americanshippingco.com

Any shareholder, who wants to receive the documents, can contact IR@amshipco.com or regular mail to American Shipping Company ASA, P.O. Box 230, 1326 Lysaker, Norway.

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15 September 2022

American Shipping Company ASA Board of Directors

Enclosure: Proxy

Ref no: PIN code:

Notice of Extraordinary General Meeting

The Extraordinary General Meeting in American Shipping Company ASA will be held virtually on 6 October 2022 at 10:00 (CEST)

The shareholder is registered with the following amount of shares at the date of the notice: _________

IMPORTANT MESSAGE:

The extraordinary general meeting will be held as a digital meeting only, with no physical attendance for shareholders.

Please log in athttps://web.lumiagm.com/187618095

You must identify yourself using the reference number and PIN code from VPS that you will find in investor services (Corporate Actions – General Meeting – ISIN) or sent to you by post on this form (for non-electronic actors) Shareholders can also get their reference number and PIN code by contacting DNB Bank Registrars Department by phone +47 23 26 80 20 (8.00-a.m. to 3.30 p.m.) or by email genf@dnb.no

On the company's web page www.americanshippingco.com you will find and online guide describing more in detail how you as a shareholder can participate in the Virtual meeting.

Deadline for registration of advance votes, proxy and instructions: 5 October 2022 at 16:00 (CEST)

Advance votes

Advance votes may only be executed electronically, through the Company's website www.americanshippingco.com (use ref.nr and pin code above) or through VPS Investor Services (where you are identified and do not need Ref.nr and PIN code). Chose Corporate Actions - General Meeting, click on ISIN. Investor Services can be accessed either through https://euronextvps.no/ or your account operator.

Notice of attendance

Shareholders are only allowed to participate online and no pre-registration is required. Shareholders must be logged in before the meeting starts. If you are not logged in before the general meeting starts, you will not be able to attend. Log in starts an hour before.

Shareholders who do not wish to participate online or vote in advance can give proxy to another person.

Proxy without voting instructions for Extraordinary General Meeting of American Shipping Company ASA

Ref no:	PIN code:

Proxy should be registered through the Company's website www.americanshippingco.com or through VPS Investor Services. For granting proxy through the Company's website, the above-mentioned reference number and pin code must be stated. In VPS Investor Services chose Corporate Actions - General Meeting, click on ISIN. Investor Services can be accessed either throughhttps://www.euronextvps.no/or your account operator.

Alternatively, you may send this form by e-mail to genf@dnb.no, or by regular Mail to DNB Bank ASA, Registrars Department, P.O.Box 1600 Centrum, 0021 Oslo, Norway. If the shareholder is a company, the company's Certificate of Registration must be attached to the proxy. The Proxy must be received no later than 5 October 2022 at 16:00 (CEST). The form must be dated and signed in order to be valid.

If you do not state the name of the proxy holder, the proxy will be given to the chair of the Board of Directors or an individual authorised by her.

The undersigned:

hereby grants (if you do not state the name of the proxy holder, the proxy will be given to the Chair of the Board of Directors or an individual authorised by her).

☐ the Chair of the Board of Directors (or a person authorised by her), or

☐ ______________________________________________(NB: Proxy holder must send an e-mail to genf@dnb.no for log in details)

(Name of proxy holder in capital letters)

proxy to attend and vote for my/our shares at the Extraordinary General Meeting of American Shipping Company ASA on 6 October 2022.

Proxy with voting instructions for Extraordinary General Meeting in American Shipping Company ASA

If you are unable to attend the meeting in person, you may use this proxy form to give voting instructions to Chair of the Board of Directors or the person authorised by her. (Alternatively, you may vote electronically in advance, see separate section above.) For instruction to other than Chair of the Board, submit a proxy without voting instructions and agree directly with the proxy holder how votes should be cast.

Proxies with voting instructions can only be registered by DNB, and must be sent to genf@dnb.no (scanned form) or by regular Mail to DNB Bank ASA, Registrars' Department, P.O.Box 1600 Centrum, 0021 Oslo, Norway. The form must be received by DNB Bank ASA, Registrars' Department no later than 5 October 2022 at 16:00 (CEST). If the shareholder is a Company, the Company's Certificate of Registration must be attached to the proxy.

Proxies with voting instructions must be dated and signed in order to be valid.

The undersigned: Ref no:

hereby grants the Chair of the Board of Directors (or a person authorised by her) proxy to attend and vote for my/our shares at the Extraordinary General Meeting of American Shipping Company ASA on 6 October 2022.

The votes shall be exercised in accordance with the instructions below. If the sections for voting are left blank, this will be counted as an instruction to vote in accordance with the Board's and Nomination Committee's recommendations. However, if any motions are made from the attendees in addition to or in replacement of the proposals in the Notice, the proxy holder may vote at his or her discretion. If there is any doubt as to how the instructions should be understood, the proxy holder may abstain from voting.

Agenda for the Extraordinary General Meeting 2022		For	Against	Abstention
1.	Opening of the extraordinary general meeting, including approval of the notice and agenda.	☐	☐	☐
2.	Election of a person to co-sign the meeting minutes along with the meeting chair.	☐	☐	☐
3.	Share capital increase in connection with Private Placement.	☐	☐	☐
4.	Authorization to the Board of Directors to increase the share capital in connection with future investments etc.	☐	☐	☐
5.	Change of company name.	☐	☐	☐

Place Date Shareholder's signature (Only for granting proxy with voting instructions)

With regard to rights of attendance and voting, reference is made to 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.

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

Item 3 Share capital increase in connection with Private Placement

On 15 September 2022, the Company announced that it had successfully completed a private placement (the "Private Placement") of 11,247,333 shares in the Company (the "Offer Shares"), at a subscription price of NOK 36 per share (the "Subscription Price"), raising gross proceeds of NOK 404,903,988.

The purpose of the Private Placement is to partly finance the newly acquired offshore Subsea/Construction vessel Normand Maximus and to be used for general corporate purposes.

The Private Placement consists of two tranches, where 6,061,650 new shares will be issued in tranche 1 ("Tranche 1"), and 5,185,683 new shares will be issued in tranche 2 ("Tranche 2").

The Offer Shares in Tranche 1 will be settled on a delivery versus payment basis to the investors having been allocated Offer Shares in Tranche 1, pursuant to a share lending agreement between the Company, DNB Bank ASA and DNB Markets. The Offer Shares in Tranche 1 under the share lending agreement will be settled with new shares in the Company, which has been resolved to be issued by the Board of Directors in accordance with the authorization granted to the Board at the Company's annual general meeting held on 22 April 2022, following registration of the share capital increase in the Norwegian Register of Business Enterprises.

The issuance of the Offer Shares in Tranche 2 is subject to approval by the Company's general meeting. Thus, the Board of Directors proposes that the general meeting resolves a share capital increase in the Company by issuance of 5,185,683 new shares at a subscription price of NOK 36 per share.

The Private Placement entails a deviation of existing shareholders' preferential rights to subscribe new shares in the Company. The Board of Directors has considered the equal treatment obligations under relevant acts and regulations and has concluded that the deviation is legitimate and in the best interests of the Company and the shareholders, on the background as described below.

Considering the current market conditions and the Company's need for financing of the acquisition, the Board of Directors is of the view that is in the common interest of the Company and its shareholders to raise equity through a private placement. The Private Placement enabled the Company to raise capital in an efficient manner and with significantly lower completion risks compared to a rights issue. In addition, as the Private Placement was subject to marketing through a publicly announced bookbuilding process, the subscription price should reflect the market price of the Company's shares.

On this basis, the Board of Directors proposes that the General Meeting passes the following resolution:

1. The share capital is increased with NOK 5,185,683 by the issuance of 5,185,683 shares, each with a nominal value of NOK 1.

• 2. The subscription price is NOK 36 per new share, so that the total consideration for the shares is NOK 186,684,588.
• 3. The shareholders' pre-emption rights are set aside. The new shares shall be subscribed for by Clarksons Platou AS, DNB Markets, a part of DNB Bank ASA and/or Pareto Securities AS, for and on behalf of the following in accordance with the allocations below:
  • Aker Capital AS 2,144,394 shares
  • DNB Bank ASA 1,284,482 shares
  • Skandinaviska Enskilda Banken AB 1,703,807 shares
  • Homlungen AS a company owned by Chair of the Board Annette Malm Justad – 8,000 shares
  • Vilja AS a company partly owned by board member Peter Knudsen 15,000 shares
  • Pål Lothe Magnussen, CEO 30,000 shares
• 4. Subscription of the new shares shall take place on a separate subscription document within 14 October 2022.
• 5. The consideration for the shares shall be settled by cash payment to a separate bank account within 14 October 2022.
• 6. The new shares give shareholder rights in the Company, including the right to dividends, from the time the share capital increase has been registered in the Norwegian Register of Business Enterprises.
• 7. The articles of association § 4 shall be amended to read as follows:

"The Company's share capital is NOK 71,863,838, divided into 71,863,838 shares, each with a nominal value of NOK 1. The Company's shares shall be registered with the Norwegian Central Securities Depository (Nw. Verdipapirsentralen)."

8. The estimated cost for the capital increase is NOK 5 million.

Item 4 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 6,061,650.
• 2. The authorization is valid up to the Annual General Meeting in 2023, but no longer than June 30, 2023.
• 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.
• 1. 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.
• 6. This authorization replaces the authorization to increase capital which is registered with the Norwegian Register of Business Enterprises.

Item 5 Change of company name

The Board of Directors proposes to amend the Company's registered name from American Shipping Company ASA to AMSC ASA. The proposed name change requires an amendment to the Company's Articles of Association. The name change is proposed in order to simplify the Company's name.

The Board of Directors proposes that the General Meeting passes the following resolution:

• 1. The name of the Company is changed from "American Shipping Company ASA" to "AMSC ASA".
• 2. The following text shall replace the heading of the Articles of Association: "Articles of Association of AMSC ASA".
• 3. The articles of association § 1 shall be amended to read as follows:

"The Company is a public limited liability company. The name of the Company is AMSC ASA."