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AMSC ASA AGM Information 2023

Oct 30, 2023

3533_rns_2023-10-30_48e45a85-e2fb-4812-9ce1-52546bffe3a1.pdf

AGM Information

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Notice of Extraordinary General Meeting in AMSC ASA

Notice is hereby provided of an extraordinary general meeting of AMSC ASA, org. no. 988 228 397 (the "Company"), on 20 November 2023 at 11.00 (CET), held as a virtual meeting (in Norwegian) at https://dnb.lumiagm.com/107194760.

IMPORTANT MESSAGE:

The shareholders are urged to make themselves informed about the recent changes to the Norwegian Public Limited Companies Act regarding cut off date for right to vote at the general meeting as well as right to vote for shares registered on nominee accounts with the Norwegian Central Securities Depository (Euronext Securities Oslo ("VPS")) as further described under the heading "The shares of the Company and the right to vote for shares" and "Shares held in nominee accounts" below respectively.

The Extraordinary General Meeting will be held as a digital meeting via Lumi AGM only, with no physical attendance for shareholders. To participate in the general meeting, please log in to: https://dnb.lumiagm.com either on your smartphone, tablet or PC. Enter Meeting ID: 107-194-760 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 starts, i.e. from 10.00 (CET). Shareholders must be logged in before the general meeting starts. Note that any shareholders that are not logged in before the meeting starts will still be granted access but will not be able to vote.

Shareholders are welcome to contact DNB Registrars Department on phone + 47 23 26 80 20 (between 08:00 and 15:30) or send an e-mail to [email protected] 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.amscasa.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. Approval of audited interim balance sheet and proposal of distribution of dividend of USD 0.10 per share.
  • 4. Authorization to the Board of Directors for surrendering a group contribution.

****

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 71,863,838 divided into 71,863,838 shares, each having a face value of NOK 1. Each share carries one vote.

No voting rights may be exercised for the Company's own shares. As of 30 October 2023, the Company did not own any treasury shares.

Each shareholder registered in the shareholder's register with VPS as at 13 November 2023 (the "Registration Date") has the right to vote for the number of shares owned by such shareholder at the Registration Date, cf. the Norwegian Public Limited Liability Companies Act section 5-2 (1). A shareholder registered as holder of a share after the Registration Date will not be allowed to vote for such share. Similarly, if sale of a share is registered only after the Registration Date, the selling shareholder will still be allowed to vote for the number of shares registered in the VPS as at the Registration Date.

Shares held in nominee accounts

Pursuant to the Norwegian Public Limited Liability Companies Act section 1-8 and the Norwegian regulation on intermediaries subject to the Norwegian act on central securities depositories and securities settlement etc. section 4-5, this notice is sent to the nominee who shall forward the notice to the beneficial shareholders for whom they hold shares. Beneficial shareholders must notify the nominee if it wants to cast votes prior to the general meeting (see heading "Voting prior to the general meeting and proxies" below) or if it wants to participate on the general meeting. The nominee is required to forward such votes or notice of participation to the Company. Any prior votes or notice of participation must be received by the Company no later than 16:00 on 16 November 2023, and the beneficial shareholder should accordingly ensure that the nominee is notified of its prior votes or participation sufficiently in advance of the said deadline. Beneficial shareholders who may participate at the general meeting in accordance with the above must obtain ref.nr and PIN code for login to Lumi AGM by sending an e-mail to [email protected].

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 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 will not 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://dnb.lumiagm.com/. Click on the link or copy the URL in your browser to attend at the general meeting. AMSC ASA meeting ID will be: 107-194-760.

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). Save for shareholders holding shares through a nominee account (see the heading "Shares held in nominee accounts" above), no preregistration is required for shareholders who want to participate at the general meeting, but shareholders must be logged on before the general meeting starts. Note that any shareholders that are not logged in before the meeting starts will still be granted access, but will not be able to vote. We therefore encourage shareholders to log in well in advance of the general meeting. The general meeting is open for login one hour before the meeting commences.

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.amscasa.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.amscasa.com, or via VPS Investor Services (PIN-code and reference number from the proxy form is required). The deadline for prior voting is 17 November 2023 at 16.00 (CET). 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.amscasa.com or via VPS Investor Services or by completing and returning the enclosed proxy form scanned by email to [email protected], 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 17 November 2023 at 16:00 (CET).

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 who have voted in advance or given a proxy may log in to the digital meeting via Lumi AGM but will not be able to vote on the agenda items during the meeting.

Electronic Investor Information

AMSC 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.amscasa.com:

  • This notice and the enclosed proxy form
  • The audited interim balance sheet of AMSC ASA dated 18 October 2023
  • The Board of Directors' reasoning and proposal for the resolutions to be passed
  • Guidelines for online participation

Pursuant to section 8 of AMSC 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.

Any shareholder, who wants to receive the documents, can contact [email protected] or regular mail to AMSC ASA, P.O. Box 230, 1326 Lysaker, Norway.

***

30 October 2023

AMSC ASA Board of Directors

Enclosures:

  • The Board of Directors reasoning and proposal for the resolutions to be passed
  • The audited interim balance sheet of AMSC ASA dated 18 October 2023
  • Proxy
  • Guidelines for online participation

Ref nR: P,1 Fode:

Notice of Extraordinary General Meeting

Annual General Meeting in AMSC ASA will be held on 20 November 2023 at 11.00 CET as a virtual meeting.

The shareholder is registered with the following amount of shares at summons: ___________________ and can vote for the number of shares registered in Euronext VPS per 13 November 2023.

The deadline for electronic registration of advance votes, proxy of and instructions is 17 November 2023 at 16:00 (CET).

Electronic registration

Alternatively, "Form for submission by post or e-mail for shareholders who cannot register their elections electronically".

Step 1 – Register during the enrollment/registration period:

  • x Either through the company's website www.amscasa.com using a reference number and PIN code (for those of you who receive the notice by post-service), or
  • x Log in through VPS Investor services; available at euronextvps.no or through own account keeper (bank/broker). Once logged in - choose Corporate Actions – General Meeting – ISIN

You will see your name, reference number, PIN - code and balance. At the bottom you will find these choices:

"Enroll" - There is no need for registration for online participation, enrollment is not mandatory "Advance vote" - If you would like to vote in advance of the meeting "Delegate Proxy" - Give proxy to the chair of the Board of Directors or another person "Close" - Press this if you do not wish to register

Step 2 – The general meeting day:

Online participation: Please login through https://dnb.lumiagm.com/107194760 You must identify yourself using the reference number and PIN - code from VPS - see step 1 above. Shareholders can also get their reference number and PIN code by contacting DNB Bank Registrars Department by phone +47 23 26 80 20 (08:00-am – 3:30 pm).

If you are not logged in before the meeting starts, you will be granted access, but without the right to vote.

Ref nR: P,1 Fode:

Form for submission by post or e-mail for shareholders who cannot register their elections electronically.

The signed form can be sent as an attachment in an e-mail* to [email protected] (scan this form) or by post service to DNB Bank Registrars Department, P.O Box 1600 Sentrum, 0021 Oslo. Deadline for registration of advance votes, proxies and instructions must be received no later than 17 November 2023 at 16:00 (CET). If the shareholder is a company, the signature must be in accordance with the company certificate.

*Will be unsecured unless the sender himself secure the e-mail.

______________________________________________ shares would like to be represented at the general meeting in AMSC ASA as follows (mark off):

  • տ Attend the digital meeting via Lumi AGM (do not mark the items below) (no pre-registration is required for shareholders who want to participate at the general meeting, but shareholders must be logged on before the general meeting starts)
  • տ Open proxy for the Board of Directors or the person he or she authorizes (do not mark the items below)
  • տ Proxy of attorney with instructions to the Board of Directors or the person he or she authorizes (mark "For", "Against" or "Abstain" on the individual items below)
  • տ Advance votes («For», «Against» or «Abstain» on the individual items below)
  • տ Open proxy to (do not mark items below agree directly with your proxy solicitor if you wish to give instructions on how to vote)

___________________________________________________________________ (enter the proxy solicitors name in the block letters)

Note: Proxy solicitor must contact DNB Bank Registrars Department by phone +47 23 26 80 20 (08:00-am – 3:30 pm) for login details

Voting must take place in accordance with the instructions below. Missing or unclear markings are considered a vote in line with the board's recommendations. If a proposal is put forward in addition to, or as a replacement for, the proposal in the notice, the proxy determines the voting.

Agenda for the Extraordinary General Meeting 20 November 2023 For Against Abstain
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. Approval of audited interim balance sheet and proposal of distribution of
dividend of USD 0.10 per share.
܆ ܆ ܆
4. Authorization to the Board of Directors for surrendering a group contribution. ܆ ܆ ܆

The form must be dated and signed

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

Item 3 Approval of audited interim balance sheet and proposal of distribution of dividend of USD 0.10 per share.

The audited interim balance sheet dated 18 October 2023 is available at the Company's website: www.amscasa.com.

Following the recent declaration of the additional USD 170 million dividend, the authorization to the Board of Directors from the 2023 annual general meeting to resolve payment of dividends has been fully utilized. In order to facilitate quarterly dividends to be paid in Q4 2023 and Q1 2024, the Board of Directors proposes that the general meeting resolves such dividend payments based on the audited interim balance sheet. The Board has considered that the distribution proposal is appropriate and that the Company will continue to have adequate equity and liquidity after the distribution.

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

"The audited interim balance sheet as of 18 October 2023 is approved.

The general meeting approves the proposal from the Board of Directors for distribution of dividend of USD 0.10 per share, which represents a total dividend distribution of USD 7,186,384, of which:

  • USD 0.05 per share shall be paid to the Company's shareholders as of 27 November 2023 (as registered in the VPS as of 29 November 2023).
  • USD 0.05 per share shall be paid to the Company's shareholders as of 5 March 2024 (as registered in the VPS as of 7 March 2024)."

Item 4 Authorization to the Board of Directors for surrendering a group contribution

The annual accounts for 2022 is available at the Company's website: www.amscasa.com.

In preparation for the transaction with Solstad Newco, certain adjustments to the Offshore Leasing I AS ("Offshore Leasing") balance sheet is required to reach the agreed mix of equity and debt. AMSC will provide a group contribution to Offshore Leasing which is to be offset against the shareholder loan, and whole or a part of the remaining shareholder loan will be converted to equity in Offshore Leasing. The group contribution from AMSC needs EGM approval. To facilitate for surrendering of a group contribution, the Board of Directors proposes that the general meeting adopts the following resolution:

"The general meeting grants the Board of Directors authorization to resolve that a group contribution of up to a total of NOK 100,000,000 is surrendered to Offshore Leasing I AS. The surrendering of group contribution is based on the Company's annual accounts for 2022. The authorization is valid up to the annual general meeting in 2024."

AMSC ASA Interim Statement of Financial Position as of 18 October 2023

Amounts in USD thousands Note 18-Oct-23
ASSETS
Shares in subsidiaries 2 3
Long-term receivable group companies 3 43,469
Total financial non-current assets 43,472
Total non-current assets 43,472
Other short-term receivables 4 3,151
Cash and cash equivalents 5 242,069
Total current assets 245,220
Total assets 288,692
EQUITY AND LIABILITIES
Share capital 10,707
Share premium reserve 128,931
Total paid in capital 139,638
Other equity 146,313
Total retained earnings 146,313
Total equity 6 285,951
Deferred tax liability 7 722
Total long-term liabilities 722
Tax payable 7 288
Other short-term debt 8 1,731
Total short-term liabilities 2,019
Total equity and liabilities 288,692

Lysaker, 30 October 2023 The Board of Directors

Annette Malm Justad Peter D. Knudsen

1

AMSC ASA Chair Board member

Frank O. Reite Pål Magnussen

Board member President / CEO

NOTE 1: Accounting principles

AMSC ASA ("AMSC") is a Norwegian limited liability company incorporated and domiciled in Norway.

The 2022 annual financial statements of AMSC are available at www.amscasa.com. Reference these 2022 annual financial statements for a complete description of the Company's accounting policies, the most significant of which are described below.

This interim statement of financial position as of 18 October 2023 is prepared as the Board will propose to the EGM a distribution of dividends. As a result, the interim statement of financial position may not be suitable for any other purpose.

Basis of Preparation

This interim statement of financial position reflect all adjustments, in the opinion of AMSC's management, that are necessary for a fair presentation of the financial position of the Company as at 18 October 2023.

Statement of compliance

This interim statement of financial position as of 18 October 2023 is prepared in accordance with the Accounting Act of Norway and the International Financial Reporting Standards (IFRS) simplified in accordance with the Norwegian regulation for simplified IFRS ("Forskrift om forenklet anvendelse av internasjonale regnskapsstandarder"). It does not include all the information required for full annual financial statements and should be read in conjunction with the financial statements as of and for the year ended 31 December 2022.

Significant accounting principles

The accounting policies applied by the AMSC in this interim statement of financial position are the same as those applied by the Company in its financial statements as of and for the year ended 31 December 2022.

There have not been any new IFRS standards or interpretations issued or effective after the completion of the annual financial statements for the year 2022 that have a significant impact on AMSC's financial reporting for the interim period through 18 October 2023.

Use of estimates

The preparation of financial statements in conformity with IFRS requires the use of estimates and assumptions that affect the reported amounts in the financial statements. Although these estimates are based on management's best knowledge of current events and actions, actual results may ultimately differ from these estimates.

The most significant judgments made by management in preparing this interim statement of financial position in applying the Company's accounting policies, and the key sources of estimation uncertainty, are the same as those that applied to the financial statements as of and for the year ended 31 December 2022.

Note 2: Shares in subsidiaries

This item comprises the following as of 18 October 2023:

Ownership Voting rights Business Historical Book
Amounts in USD thousands of common shares(%) (%) address cost value
Offshore Leasing I AS (OSL1) 100% 100% Lysaker, Norway 3 3
Total invesment 3 3

AMSC ASA ("AMSC") is the Norwegian parent company and is listed on Euronext Oslo Børs. During 2022, AMSC acquired Offshore Leasing I AS, a shell company, and owns 100% of OSL1. OSL1 owns the Normand Maximus and has secured vessel debt with DNB.

AMSC analyzes the value of its investments in subsidiaries on an annual basis, or sooner if conditions change or events occur which could cause the carrying values to change. Detailed analysis, including discounted cash flows and third party appraisals, are prepared and reviewed by management supporting the carrying value of each of its investments. AMSC considers many factors, including the appropriate cost of capital, asset lives, market values and likelihood of events, in reviewing its investment value.

Note 3: Long-term receivables

Long-term receivables are:

Amounts in USD thousands 18-Oct-23
Offshore Leasing I AS (OSL1) 43,469
Total 43,469

The receivables have the following installment plan:

Amounts in USD thousands 18-Oct-23
Maturity within five years -
Maturity later than five years 43,469
Total 43,469

The interest conditions on the receivables are at market conditions.

In 2022, in connection with the acquisition of the Normand Maximus, AMSC provided a USD 60 million revolving credit facility to Offshore Leasing I AS. The loan is unsecured and bears interest at 10%, with an option to pay interest in kind each quarter (interest added to principal amount of loan). During 2023, OSL1 repaid USD 9.8 million in principal and USD 1.1 million in interest payments. In addition, OSL1 paid in kind USD 2.5 million in interest during 2023.

Management assessed the credit risk of the receivable as low and has not recognized any expected credit losses.

Note 4: Other short-term receivables

This item comprises the following as of 18 October 2023:

Amounts in USD thousands 18-Oct-23
Maritime Partners 1,400
Offshore Leasing I AS 1,111
American Tanker, Inc. 214
Other short-term receivables 426
Total 3,151

The receivable due from Maritime Partners relates to the deferred purchase price under the share purchase agreement, adjusted for capex deviations to the budgeted amounts for the Seakay Valor and Seakay Sky.

The receivables due from OSL1 and ATI relate to intercompany costs and fees covered by AMSC ASA.

Other short-term receivables relate to prepaid expenses.

Note 5: Cash and cash equivalents

There is no restricted cash, except cash in a tax withholding account for employees' salaries of USD 57 thousand at 18 October 2023.

AMSC received USD 238.3 million in net proceeds from the sale of ATHC on 18 October 2023.

Note 6: Total equity

Changes in equity are:

Share Share Total paid-in Other Total
Amounts in USD thousands capital premium capital equity equity
Equity as of 1 December 2022 10,707 154,801 165,508 38,920 204,428
Dividends paid, classified as return of capital - (25,871) (25,871) - (25,871)
Net result - - - 107,394 107,394
Equity as of 18 October 2023 10,707 128,930 139,637 146,314 285,951

The total outstanding shares of AMSC are 71,863,838 shares each with a par value of NOK 1 per share.

Subsequent to the balance sheet date, the Board declared an additional dividend of USD 2.366 per share (USD 170 million in aggregate) on 19 October 2023. The dividend will be paid on or about 1 November 2023.

The Board has proposed to the EGM payment of extraordinary dividends in the amount of USD 0.10 per share (USD 7.2 million in aggregate), with USD 0.05 per share payable in December 2023 and USD 0.05 per share payable in March 2024, consistent with timing of historical quarterly dividend payments.

Note 7: Tax

The table below shows the difference between book and tax values as at the 18 October 2023, and the amounts of deferred taxes at these dates and the change in deferred taxes.

Norwegian tax payable:

Amounts in USD thousands 18-Oct-23
Profit/(loss) before tax USD accounts in USD 113,229
Difference between NOK and USD accounts 42,273
Profit before tax measured in NOK for taxation purposes 155,502
Permanent differences (128,922)
Change in temporary differences 12,441
Other differences (553)
Estimated profit for tax purposes 38,468
Utilization of loss carried forward (37,158)
Taxable income / (loss) 1,310
Tax payable 288

The profit before taxes in NOK are different from the profit before taxes in USD primarily due to currency exchange differences. The foreign exchange difference arises as the Company's functional currency is USD, whilst the tax calculation in Norway is performed based on the accounts in NOK. As such, the tax calculation for the Company is in NOK, but presented in USD.

Amounts in USD thousands 18-Oct-23
Profit before tax 113,229
Change in deferred tax (5,547)
Current tax expense (288)
Profit after tax 107,394

Norwegian deferred tax:

Amounts in USD thousands 18-Oct-23
Other temporary differences (3,284)
Operating loss carried forward -
Total differences (3,284)
Deferred tax liability (722)
Book value tax liability (722)

NOTE 8: Events after the balance sheet date

On 19 October 2023, AMSC's Board authorized an additional dividend payment of USD 2.366 per share (USD 170 million in aggregate) to the shareholders on record as of 25 October 2023. The shares in AMSC were traded ex-dividend from and including 24 October 2023, and the dividend will be paid on or about 1 November 2023.

On 23 October 2023, AMSC announced an agreement to participate in a refinancing solution for Solstad Shipholding AS ("Refinancing") by contributing 100% of its shares in OSL1, which owns the CSV Normand Maximus and corresponding bareboat contract and secured bank debt. As consideration for the shares in OSL1, AMSC will receive new common shares in the parent company of the new corporate structure ("Solstad NewCo") which will be established with the Refinancing, valued at NOK 1,000 million. Following completion of the transaction, AMSC expects to hold approximately 18.2% of the shares and votes in Solstad NewCo.

To the General Meeting of AMSC ASA

Independent Auditor's Report on the Interim Statement of Financial Position

Opinion

We have audited the interim statement of financial position of AMSC ASA (the Company) as at 18 October 2023 showing an equity of USD 285 951 000. The interim statement of financial position comprises the interim statement of financial position and notes.

In our opinion, the accompanying interim statement of financial position in all material respects, express the financial position of the Company as at 18 October 2023 with the accounting principles as set out in note 1 to the interim statement of financial position.

Basis for Opinion

We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the interim statement of financial position section of our report. We are independent of the Company as required by relevant laws and regulations in Norway and the International Ethics Standards Board for Accountants' International Code of Ethics for Professional Accountants (including International Independence Standards) (IESBA Code), and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Emphasis of Matter – Basis of accounting

We draw attention to note 1 to the interim statement of financial position, which describes the basis of accounting. The interim statement of financial position is prepared as AMSC ASA will conduct a distribution of dividends (the Norwegian Private Limited Liability Companies Act § 8-2a). As a result, the interim statement of financial position may not be suitable for another purpose. Our opinion is not modified in respect of this matter.

Responsibilities of the Board of Directors and the Managing Director for the Interim Statement of Financial Position

The Board of Directors and the Managing Director (Management) are responsible for the preparation of the interim statement of financial position in accordance with the accounting principles as set out in note 1 to the interim statement of financial position, and for such internal control as management determines is necessary to enable the preparation of the interim statement of financial position that are free from material misstatement, whether due to fraud or error.

In preparing the interim statement of financial position, Management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern. The interim statement of financial position uses the going concern basis of accounting insofar as it is not likely that the enterprise will cease operations.

Auditor's Responsibilities for the Audit of the Interim Statement of Financial Position

Our objectives are to obtain reasonable assurance about whether the interim statement of financial position as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with laws, regulations, and auditing standards and practices generally accepted in Norway, including ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the interim statement of financial position.

As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:

  • identify and assess the risks of material misstatement of the interim statement of financial position, whether due to fraud or error. We design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
  • obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
  • evaluate the appropriateness of accounting policies used, and the reasonableness of the overall presentation of the interim statement of financial position.
  • conclude on the appropriateness of Management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the interim statement of financial position or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.

We communicate with the Board of Directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide the Audit Committee with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

Oslo, 30 October 2023 PricewaterhouseCoopers AS

Anne Kristin Huuse State Authorised Public Accountant

(electronically signed)

Revisjonsberetning

Signers:
Name Method Date
Huuse, Anne Kristin BANKID 2023-10-30 13:48

- The electronic signatures. These are not visible in the document, but are electronically integrated.

This file is sealed with a digital signature. The seal is a guarantee for the authenticity of the document.

GUIDE FOR ONLINE PARTICIPATION AMSC ASA 20 NOVEMBER 2023

AMSC ASA will hold an extraordinary general meeting on 20 November 2023, at 11.00 CET as a digital meeting, where you get the opportunity to participate online with your PC, phone or tablet. Below is a description of how to participate online.

We also point out that you also can vote in advance or give a proxy before the meeting. See the notice for further details on advance voting and how to authorize a proxy. If you vote in advance or give a proxy, you can still log on to the general meeting to follow and ask questions, but you will not have the opportunity to vote on the items.

By participating online, shareholders will receive a live webcast from the general meeting, the opportunity to ask written questions, and vote on each of the items. Secure identification of shareholders is done by using the unique reference number and PIN code assigned to each shareholder by the Norwegian Central Securities Depository (Euronext VPS) in relation to this General Meeting.

Save for shareholders holding shares through a nominee account (see the heading "Shares held in nominee accounts" in the notice to the EGM), no registration is required for shareholders who want to participate online, but shareholders must be logged in before the general meeting starts. Log ins after meeting has started will receive access, but with no voting rights.

Shareholders who do not find their reference number and PIN code for access, or have other technical questions is welcome to call DNB Registrars Department on phone + 47 23 26 80 20 (between 08:00-15:30)

HOW TO ACCESS THE ONLINE GENERAL MEETING

To be able to participate online, you must go to the following website: https://dnb.lumiagm.com

either on your smartphone, tablet or PC. All major known browsers, such as Chrome, Safari, Edge, Firefox etc. are supported.

enter Meeting ID: 107-194-760 and click Join:

Alternatively put direct link in your browser https://dnb.lumiagm.com/107194760

You must then identify yourself with.

a) Ref. number from VPS for the general meeting

b) PIN code from VPS for general meeting

Once you have logged in, you will be taken to the information page for the general meeting. Here you will find information from the company, and how this works technically. Note that you must have internet access throughout the meeting. If you for some reason log off, just log in again following steps above.

HOW TO RECEIVE YOUR REFERENCE NUMBER AND PIN CODE

All shareholders registered in the VPS are assigned their own unique reference and PIN code for use in the General Meeting, available to each shareholder through VPS Investor Services. Access VPS Investor Services, select Corporate Actions, General Meeting. Click on the ISIN and you can see your reference number (Ref.nr.) and PIN code.

All VPS directly registered shareholders have access to investor services either via https://www.euronextvps.no or internet bank. Contact your VPS account operator if you do not have access.

Shareholders who have not selected electronic corporate messages in Investor Services will also receive their reference number and PIN code by post together with the summons from the company (on registration form).

Custodian registered shareholders: Shares held through Custodians (nominee) accounts must exercise their voting rights through their custodian. Please contact your custodian for further information.

HOW TO VOTE

When items are available for voting, you can vote on all items as quickly as you wish. Items are closed for voting as the general meeting considers them. Items will be pushed to your screen. Click on the vote icon if you click away from the poll.

To vote, press your choice on each of the issues. FOR, AGAINST or ABSTAIN. Once you have cast your vote, you will see that your choice is marked. You also get a choice where you can vote jointly on all items. If you use this option, you can still override the choice on items one by one if desired.

To change your vote, click on another option. You can also choose to cancel. You can change or cancel your vote until the chair of the meeting concludes the voting on the individual items. Your last choice will be valid.

NB: Logged in shareholders who have voted in advance or given a power of attorney will not have the opportunity to vote but can follow and write messages if desired.

02-UK @ 15:54
Poll Open
@ 33% DE
Split Voting
the chair 2. Valg av møteleder og person til å
medundertegne protokollen /
Election of person to chair the
meeting and election of a person to
co-sign the minutes together with
Select a choice to send.
For / For
Mot / Against
Avstår / Abstain
Cancel

QUESTIONS TO THE CHAIRPERSON

Questions or messages relating to the items on the agenda can be submitted by the shareholder or appointed proxy at any time during the meeting as long as chair of the meeting holds this open.

If you would like to ask a question relating to the items on the agenda, select the messaging icon.

Enter your question in the message box that says "Ask a Question". When you have finished writing your question, click on the submit button.

Questions submitted online will be moderated before going to the chair. This is to avoid repetition of questions as well as removal of inappropriate language.

All shareholders who submit questions will be identified with their full names, but not holding of shares.