AMSC ASA — AGM Information 2023

Sep 12, 2023

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 3 October 2023 at 09:00 (CEST), held as a virtual meeting (in Norwegian) at https://dnb.lumiagm.com/124030377.

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: 124-030-377 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 08:00 (CEST). 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 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.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 the sale of all shares in American Tanker Holding Company, Inc.
• 4. Approval of amendment of the Articles of Association

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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.

Voting and ownership restrictions apply to Shipping Operators, as set out in the Articles of Association section 8. Moreover, no voting rights may be exercised for the Company's own shares. As of 12 September 2023, the Company did not own any treasury shares.

Each shareholder registered in the shareholder's register with VPS as at 26 September 2023 (the "Registration Date") 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 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 29 September 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 genf@dnb.no.

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: 124-030-377.

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 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. 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 29 September 2023 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.amscasa.com or via VPS Investor Services 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 29 September 2023 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 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 Board of Directors' reasoning and proposal for the resolutions to be passed
• Sale of all shares in American Tanker Holding Company, Inc. The unanimous recommendation by the Board of Directors
• Fairness opinion from Pareto Securities AS
• Transaction presentation
• Guidelines for online participation

Pursuant to section 10 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 IR@amshipco.com or regular mail to AMSC ASA, P.O. Box 230, 1326 Lysaker, Norway.

***

12 September 2023

AMSC ASA Board of Directors

Enclosures:

• The Board of Directors reasoning and proposal for the resolutions to be passed
• Sale of all shares in American Tanker Holding Company, Inc. - The unanimous recommendation by the Board of Directors
• Fairness Opinion from Pareto Securities AS
• Transaction presentation
• Proxy
• Guidelines for online participation

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

Item 3 Sale of all shares in American Tanker Holding Company, Inc.

As announced on August 22, 2023, AMSC ASA ("AMSC") has signed a share purchase agreement (the "SPA") for the sale of 100% of the shares in American Tanker Holding Company, Inc. ("ATHC") to Project Merchant Acquisition LLC, a newly-formed company owned and controlled by funds managed by Maritime Partners, LLC, (the "Transaction").

ATHC, directly or indirectly, owns all shares in each of American Shipping Corporation, American Tanker, Inc., ASC Leasing I, Inc, ASC Leasing II, Inc, ASC Leasing III, Inc, ASC Leasing IV, Inc ASC Leasing V, Inc, ASC Leasing VI, Inc and ASC Leasing VII, Inc, ASC Leasing VIII, Inc, ASC Leasing IX, Inc and ASC Leasing X, Inc. The Transaction does accordingly include all of the ownership interests in the AMSC group's ten vessels operating in the U.S. Jones Act market and related activities. Following completion of the Transaction, the only remaining vessel of AMSC group will be the subsea construction vessel Normand Maximus, which is chartered to a single purpose subsidiary of Solstad Offshore.

Key terms of the Transaction

AMSC will receive gross cash proceeds from the Transaction of in aggregate USD 249.3 million, divided between consideration for the shares in ATHC and repayment of a shareholder loan, reflecting an enterprise value of ATHC of USD 746.7 million based the balance sheet of ATHC as at March 31, 2023. The consideration represents a premium to current implied trading value of AMSC and represent a valuation of ATHC that is 2.4x book equity (based on year end 2022 book equity and including the shareholder loan) and EV/EBITDA(2022) ratio of 9.1x and P/E ratio of 19.8x (2022).

Pursuant to the SPA, the purchase price for the shares in ATHC will be adjusted for any deviation (positive or negative) between budgeted and actually incurred capex relating to a 15 year special survey for each of the MR tanker vessels Seakay Star and Sekay Valor, and certain other non-material planned capex items. The special survey for Seakay Valor was completed during the second quarter of 2023, and Seakay Star is scheduled to be completed during the fourth quarter of 2023.

USD 246.3 million of the gross cash proceeds are payable to AMSC at completion of the Transaction, while the remaining USD 3 million (as adjusted, if relevant) are expected to be paid during the first quarter of 2024.

Completion of the Transaction is subject to the approval of the Transaction by the AMSC general meeting with no less than a 2/3 majority of the shares and the votes represented at the general meeting, which also is in line with the recommendation in section 14 of the Norwegian Code of Practice for Corporate Governance. Completion is in addition conditional upon the fulfilment of certain customary conditions, including, inter alia, expiry or termination of the waiting period under the U.S. Hart-Scott-Rodino Antitrust Improvements Act, no material breach of the SPA and absence of material adverse event.

The main shareholders in AMSC, Aker Capital AS and DNB Bank ASA, holding in aggregate 34.61% of the shares and votes in AMSC, have irrevocably and unconditionally agreed to exercise all voting rights in respect of its respective shares in AMSC in favor of the Transaction.

AMSC has given certain customary representations and warranties in respect of ATHC, its subsidiaries, financial position, tax matters, assets, rights, obligations, business and operations as at the date of signing of the SPA and as of completion of the Transaction. Any breach of fundamental warranties, such as ownership to shares in ATHC or a subsidiary, or a warranties relating to tax matters can in general only be claimed by the Buyer under a W&I insurance taken out in connection with the Transaction, and AMSC may in practice only be liable if a breach of any such warranty is caused by wilful misconduct or fraud by AMSC. For breach of any other warranty, AMSC may, subject to certain customary limitations, be held liable up to an amount of USD 40 million for a period of 12 months following completion of the Transaction.

Completion of the Transaction is expected to occur on or before October 31, 2023. In the event completion has not occurred within December 22, 2023, each party has a right to terminate the SPA, and accordingly abandon the Transaction, provided that the party wanting to terminate has not caused the delay, and further provided that the parties have discussed in good faith a potential extension of the said deadline prior to such termination.

As security for any claims under the SPA, AMSC has undertaken, for a period of 12 months following completion of the Transaction, to maintain a minimum equity of USD 45 million.

The Board of Directors has engaged Pareto Securities AS to give a fairness opinion in respect of the Transaction and has issued a unanimous recommendation of the Transaction. Both documents are sent to all shareholders as attachments to the notice of the extraordinary general meeting.

Transaction considerations

Maritime Partners is a unique and ideal new owner of ATHC. As a Jones Act vessel leasing company, Maritime Partners is an experienced owner with significant access to capital and highly qualified management team and professionals within ship financing and leasing. ATHC is a natural fit and complements Maritime Partners' existing portfolio.

For AMSC, this is the right time to sell. AMSC's ownership tenure has surpassed 18 years since ships were ordered and significant profits have been created and provided to AMSC and its shareholders, accumulated paid out dividends amounts to USD 236 million during the last 38 quarters. Remaining economic life of the fleet, current bareboat contract cover and market conditions has created an attractive backdrop to discuss M&A and a good opportunity for AMSC to rethink capital allocation and way forward.

AMSC going forward

Following closing of the Transaction, the board of directors of AMSC intends to resolve paying an additional dividend of USD 170 million. The expected additional dividend equates to about NOK 25.1 per share assuming a NOK/USD exchange rate of 10.6. AMSC will retain the remaining cash proceeds from the Transaction to be used for general corporate purposes and equity for future investments in new projects.

AMSC will continue to own the Normand Maximus on bareboat contract to a single purpose subsidiary of Solstad Offshore. This business unit generates an annual EBITDA of about USD 30 million and provides significant dividend capacity.

AMSC will remain as a public company with shares listed on the OSE and continue to grow within the maritime ship owning and ship leasing market. Aker will remain as a key shareholder, and the existing management and board of directors will continue as is.

AMSC will continue to seek attractive risk/reward projects offering flexible solutions to operators in the shipping and offshore markets, targeting medium term contracts with extension optionality, and preferably participating in future upside though profit sharing mechanisms.

AMSC will continue to pay quarterly attractive dividends.

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

"The sale by AMSC ASA of all shares in American Tanker Holding Company, Inc. is approved."

Item 4 Approval of amendment of the Articles of Association

The articles of association of AMSC currently contains certain ownership and voting restrictions as well an information duty to ensure compliance with ownership requirements for vessels operating in the U.S. Jones Act market.

Being a public company with shares listed on Oslo Børs, the board of directors considers it important that the shares in AMSC are freely negotiable to the extent there are no reason to restrict the negotiability. This is also in line with the Norwegian Code of Practice for Corporate Governance as well as the Issuer Rules of Oslo Børs. If the sale by AMSC of all shares in American Tanker Holding Company, Inc. (ref. item 3 above) is completed, the activities of AMSC will no longer be subject to the ownership requirements of the U.S. Jones Act, and the existing ownership and voting restrictions and information duty in the articles of association will accordingly be redundant.

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

• 1. § 8 (Voting and Ownership Restrictions on Shipping Operators) and § 9 (Information Duty) of the articles of association are deleted in its entirety.
• 2. As a result of the deletion of the existing §8 and §9 of the articles of association, the existing § 10 of the articles of association shall be renumbered so that the heading shall read as follows:
  • "§ 8 The General Meeting"
• 3. The above amendments of the articles of association are conditional on, and effective as from, the completion of the sale of all shares in American Tanker Holding Company, Inc. by AMSC ASA.

SALE OF ALL SHARES IN AMERICAN TANKER HOLDING COMPANY, INC. – UNANIMOUS RECOMMENDATION BY THE BOARD OF DIRECTORS

As announced on August 22, 2023, AMSC ASA (the "AMSC") has signed a share purchase agreement (the "SPA") for the sale of 100% of the shares in American Tanker Holding Company, Inc. ("ATHC") to Project Merchant Acquisition LLC, a newly-formed company owned and controlled by funds managed by Maritime Partners, LLC, (the "Transaction").

Pursuant to the SPA, the board of directors of AMSC (the "Board") has agreed to recommend to the shareholders in AMSC to vote in favour of the Transaction on the extraordinary shareholder meeting to be convened for the consideration thereof. To comply with such obligation, and to assist the shareholders in their respective consideration and evaluation of the Transaction, the Board has decided to issue this statement setting out the Board's assessment of the Transaction and its unanimous recommendation to the shareholders in AMSC to vote in favour of the Transaction.

AMSC will receive gross cash proceeds from the Transaction of in aggregate USD 249.3 million, divided between consideration for the shares in ATHC and repayment of a shareholder loan, reflecting an enterprise value of ATHC of USD 746.7 million based the balance sheet of ATHC as at 31 March 2023. The consideration represents a premium to current implied trading value of AMSC and represent a valuation of ATHC that is 2.4x book equity (based on year end 2022 book equity and including the shareholder loan) and EV/EBITDA(2022) ratio of 9.1x and P/E ratio of 19.8x (2022). The final consideration will be adjusted for any deviation (positive or negative) between budgeted and actually incurred capex relating to a 15 year special survey for the MR tanker vessels Seakay Star and Sekay Valor. The special survey for Seakay Valor was completed during the second quarter of 2023, and Seakay Star is scheduled to be completed during the fourth quarter of 2023. Completion of the Transaction is subject to the approval of the Transaction by the AMSC general meeting with no less than a 2/3 majority of the shares and the votes represented at the general meeting, which also is in line with the recommendation in section 14 of the Norwegian Code of Practice for Corporate Governance. Completion is in addition conditional upon the fulfilment of certain customary conditions, including, inter alia, expiry or termination of the waiting period under the U.S. Hart-Scott-Rodino Antitrust Improvements Act, no material breach of the SPA and absence of material adverse event.

The main shareholders in AMSC, Aker Capital AS and DNB Bank ASA, holding in the aggregate 34.61% of the shares and votes in AMSC, have irrevocably and unconditionally agreed to exercise all voting rights in respect of its respective shares in AMSC in favor of the Transaction.

After having carefully reviewed and evaluated the terms and conditions for the Transaction, the Board has concluded that the Transaction is in the best interest of AMSC and its shareholders, and the Board has therefore decided to recommend the AMSC's shareholders to vote in favor of the Transaction.

As part of its evaluation of the Transaction, the Board has consulted with its appointed external legal and financial advisors, as well as with the management of AMSC. The Board has also engaged Pareto

Securities AS to provide a fairness opinion, which concludes that the agreed consideration for the ATHC shares, from a financial perspective, is fair. In its assessment, the Board has in addition given consideration to the main shareholders' irrevocable undertakings to vote in favour of the Transaction.

Save as required under applicable law, the Board has pursuant to the SPA agreed not to solicit competing offers from third parties or to withdraw this recommendation.

An overview of the further terms and conditions of the Transaction will be included in the notice to the extraordinary general meeting to be held in AMSC for the consideration of the Transaction.

Lysaker, 12 September 2023

The Board of AMSC ASA

Fairness Opinion

AMSC ASA

12 September 2023

Subject Fairness Opinion

Pareto Securities AS ("Pareto", "we", or "us") is pleased to deliver this fairness opinion to the Board of Directors of AMSC ASA (the "Company"). We understand that the Company is considering selling its wholly owned subsidiary American Tanker Holding Company Inc. (the "Transaction").

I. Background

Pareto has been engaged by the Company to act as the financial advisor to the Board of Directors in connection with the contemplated Transaction. Pursuant to our engagement letter dated April 13, 2022 (the "Engagement Letter"), the Company has asked us to render our opinion as to the fairness, from a financial point of view, of the contemplated Transaction. Pursuant to the Engagement Letter, Pareto will receive a customary fee for the Fairness Opinion. The Company has also agreed to reimburse our expenses and to indemnify us against certain liabilities arising out of our engagement.

Pareto, as part of its investment banking business, is regularly engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, private placements and related financings, bankruptcy reorganizations and similar recapitalizations, negotiated underwritings, secondary distributions of listed and unlisted securities, and valuations for corporate and other purposes. Pareto and its affiliates have in the past provided services to the Company unrelated to the contemplated Transaction for which Pareto and such affiliates have received and expect to receive fees, including acting as:

• Joint bookrunner in the USD 40 million private placement in September 2022
• Co-manager in the USD 200 million bond issue in June 2020
• Joint lead manager in the USD 220 million bond issue in February 2017

In addition, in the ordinary course of our business, we and our affiliates may actively trade or hold debt and/or equity securities (or related derivative securities) of the Company for our own account or for the account of our customers and, accordingly, may at any time hold long or short positions, either on a discretionary or nondiscretionary basis, for our own account or for the account of our customers, in such securities.

Our opinion as expressed herein reflects and gives effect to our general familiarity with the Company as well as information which we received during the course of this engagement, including information provided by management of the Company in the course of discussions relating to this engagement. In arriving at our opinion, no due diligence review or other verification exercises have been performed by Pareto in connection with the contemplated Transaction, nor has Pareto conducted any analysis concerning the solvency of the Company or obtained any evaluations or appraisals, other than what has been provided by the Company, of any of the assets and liabilities of the Company.

II. Fairness opinion

In rendering our opinion, we have assumed and relied, without independent verification, upon the accuracy and completeness of all financial, accounting, tax and other information that was available to us from public sources, that was provided to us by the Company or its representatives, or that was otherwise reviewed by or discussed with us and upon the assurances of the management of the Company that they are not aware of any relevant information that has been omitted or that remains undisclosed to us. With respect to financial projections and other information relating to the Company provided to or otherwise reviewed by or discussed with us, we have been advised by the management of the Company that such forecasts and other information were reasonably prepared on bases reflecting the best currently available estimates and judgments of the management of the Company. We assume no responsibility for and express no view or opinion as to such forecasts and other information or the assumptions on which they are based.

In arriving at our opinion, we have assumed, with your consent, that:

• (i) there has been no change in the assets, liabilities, financial condition, results of operations, business, or prospects of the Company since the date of the most recent information made available to Pareto that would be material to the analyses conducted by Pareto, and that there is no information or facts that would make the information reviewed by Pareto incomplete or misleading in any respect;
• (ii) all governmental, regulatory or other consents and approvals necessary for the consummation of the contemplated Transaction, will be obtained, and no delay, limitation, restriction or condition will be imposed that would have an adverse effect on the Company or the contemplated benefits of the contemplated Transaction.

To the extent that any of the foregoing assumptions or any of the facts on which this opinion is based prove to be untrue in any material respect, this opinion cannot and should not be relied upon. Further, our opinion is necessarily based on financial, economic, monetary, market and other conditions and circumstances as in effect on, and the information made available to us as of, the date hereof. It should be understood that subsequent developments may affect the conclusion expressed in this opinion and that we assume no responsibility for advising any person of any change in any matter affecting this opinion or for updating, revising or re-affirming our opinion based on circumstances or events occurring after the date hereof.

In arriving at our opinion, we have among other things:

• (i) reviewed and analysed relevant business and financial information relating to the Company, including certain financial forecasts and other information and data which were provided to or discussed with us by the management of the Company;
• (ii) reviewed and analysed trading history in the shares of the Company;
• (iii) reviewed research and target prices of relevant equity analysts;
• (iv) conducted interviews with key personnel at the Company as to, among other things, business and financial information relating to the Company
• (v) familiarized ourselves with the business, operations, properties, financial condition, capitalization and prospects of the Company;
• (vi) reviewed internal valuation model and its guiding assumptions;
• (vii) performed sensitivity analyses with information provided by the Company; and
• (viii) performed such other analyses as are customary, or that we have deemed otherwise appropriate for the purposes of the opinion expressed herein.

It is understood that this opinion is provided solely for the information and assistance of the Board of Directors in connection with its consideration of the contemplated transaction and is not rendered to or for the benefit of, and may not be relied upon by, any person other than the Board of Directors, and may not be used for any other purpose. Our opinion may not be reproduced, disseminated, quoted from or referred to or otherwise disclosed at any time, in whole or in part, without our prior written consent in each instance. Notwithstanding the foregoing, (i) the Board of Directors may provide a copy of this opinion to the management of the Company and (ii) the Company may, to the extent required by the

terms of documentation governing the contemplated Transaction, provide a copy of this opinion to Board of Directors of American Shipping Company ASA.

This opinion is addressed to the Board of Directors in connection with and for the purpose of its evaluation of the contemplated transaction. We express no view as to, and our opinion does not address, the underlying business decision of the Company to enter the contemplated Transaction, including the relative merits of the contemplated Transaction as compared to any other strategic alternatives that might exist for the Company or the effect of any other alternative transaction in which the Company might engage. We were not requested to, and we did not solicit expressions of interest from or negotiate with any third parties concerning potential alternatives to the contemplated Transaction or any other strategic alternatives that might exist for the Company and we express no opinion as to the availability of any potential alternatives to the contemplated Transaction.

Finally, we do not express any opinion as to any legal, tax, regulatory or accounting matters, as to which we understand that the Board of Directors obtained such advice as it deemed necessary from qualified professionals.

Based upon and subject to the foregoing, including the various assumptions and limitations set forth herein, we are of the opinion that, as of the date hereof, an equity value of USD 249.3 million, in the contemplated Transaction is fair, from a financial point of view, to the Company.

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Yours sincerely,

Tarjei Mellin-Olsen (sign.) Senior Partner Pareto Securities AS

Presentation to EGM

Recommended sale of American Tanker Holding Company

12 September 2023

Description of transaction

• AMSC to sell 100% of the shares in American Tanker Holding Company
  • • Transaction comprises all of AMSC's Jones Act business including the 10 MR tankers, respective bareboat contracts, secured bank debt, unsecured bond and US corporate structure
  • • Equity consideration of USD 249.3 million gross aggregate from sale of the shares and settlement of a shareholder loan
  • • Based on a USD 746.7 million enterprise value as of Q1 2023 with certain adjustments
• Transaction subject to shareholder approval
  • • AMSC board of directors recommend shareholders to approve transaction
  • • Valuation supported by fairness opinion from Pareto Securities
  • • Two largest shareholders, Aker and DNB holding in aggregate 34.6%, have pre-committed to vote in favor of the transaction
  • • EGM to be held on October 3rd at 09:00 (CEST)
• Transaction expected to close during October 2023

Transaction overview

Transaction and valuation summary

• Transaction economics is based on an enterprise value of USD 746.7 million as of March 31, 2023
• Resulting in gross cash proceeds of USD 249.3 million

ATHC Balance sheet as of 31 March 2023

ise lue A T H C En Va te rp r	7 4 6, 7
k de b Ba t n	2 9 1, 9
d d Un Bo se cu re n	2 2 0, 0
he ba lan he d O i j t t te tm ts + r ce s e ms a us en	1 2, 0
h Ca s	-2 6, 5
de b Ne t t	4 9 7, 4
h p ds Gr os s c as ro ce e	2 4 9, 3

• Valuation highly attractive
  • • EV/EBITDA at 9.1x based on 2022 full year EBITDA
  • • P/E at 19.8x based on 2022 full year earnings
  • • P/B at 2.4x based on 2022 book equity + shareholder loan

ATHC consolidated FY 2022

lue Tr io En ise Va t te an sa c n rp r	7 4 6, 7
2 0 2 2 E B I T D A	8 2, 3
h p ds Tr io t an sa c n g ro ss ca s ro ce e	2 4 9, 3
2 0 2 2 Ne Inc t om e	2, 6 1
/ k lu d ha ho l de loa Bo Eq i 3 1 1 2 2 0 2 2 inc ing ty o s re r n u	1 0 4, 8

Valuation metrics

/ E V E B I T D A	9, 1 x
/ P E	1 9, 8 x
/ P B	2, 4 x

AMSC rationale for transaction

• Maritime Partners is a unique and ideal new owner for the Jones Act business
  • • Specialist Jones Act ship leasing company
  • • Fully Jones Act compliant owner with significant access to capital
  • • Highly qualified management team and professionals within ship financing and leasing
  • • ATHC is a natural fit and complements Maritime Partners' existing portfolio
• Right time to sell
  • • AMSC's ownership tenure has surpassed 18 years since ships were ordered
  • • Significant profits have been created and provided to AMSC and its shareholders, accumulated paid out dividends amounts to USD 236 million during the last 38 quarters
  • • Remaining economic life of fleet, current bareboat contract cover and market conditions created an attractive backdrop to discuss M&A
• Good opportunity for AMSC to rethink capital allocation and way forward
  • • Attractive pricing achieved for ATHC
  • • A significant part of proceeds to be paid out as additional dividends to shareholders

Way forward for AMSC

• Post transaction AMSC will make an USD 170 million additional dividend to its shareholders
  • • The dividend will not be classified as repayment of paid in capital but treated as an ordinary dividend
  • • Retain remaining cash proceeds from the transaction to be used as equity for future investments in new projects
• AMSC will continue to own the Normand Maximus on bareboat contract to a single purpose subsidiary of Solstad Offshore
  • • Annual EBITDA of about USD 30 million
  • • Significant dividend capacity
• AMSC will remain as a public company on the OSE and continue to grow within the maritime ship owning and ship leasing market
  • • Aker ASA will remain as a key shareholder
  • • Management and BoD to continue as is
  • • Current Jones Act related ownership and voting restrictions are no longer required and will be removed
• AMSC will continue to seek attractive risk/reward projects offering flexible solutions to operators in the shipping and offshore markets
  • • Targeting medium term contracts with extension optionality
  • • Participating in future upside though profit sharing mechanisms
• AMSC to continue to pay quarterly attractive dividends

Ref no: PIN - code:

Notice of Extraordinary General Meeting

Annual General Meeting in AMSC ASA will be held on 3 October 2023 at 09:00 CEST as a virtual meeting.

The shareholder is registered with the following amount of shares at summons: ___________________ and vote for the number of shares registered in Euronext per 26 September 2023.

The deadline for electronic registration of advance votes, proxy of and instructions is 29 September 2023 at 16:00 (CEST).

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:

• 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
• 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/124030377. 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 no: PIN - code:

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 genf@dnb.no (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 29 September 2023 at 16:00 (CEST). 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):

• ☐ 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)
• ☐ Open proxy for the Board of Directors or the person he or she authorizes (do not mark the items below)
• ☐ 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)
• ☐ Advance votes («For», «Against» or «Abstain» on the individual items below)
• ☐ 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 3 October 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 the sale of all shares in American Tanker Holding Company, Inc.	☐	☐	☐
4.	Approval of amendment of the Articles of Association.	☐	☐	☐

The form must be dated and signed

Place Date Shareholder's signature

GUIDE FOR ONLINE PARTICIPATION AMSC ASA 3 OCTOBER 2023

AMSC ASA will hold an extraordinary general meeting on October 3rd 2023 at 09:00 am 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: 124-030-377 and click Join:

Alternatively put direct link in your browserhttps://dnb.lumiagm.com/124030377

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.

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

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.