AMSC ASA — AGM Information 2024

Apr 17, 2024

Annual General Meeting

AMSC ASA 17 April 2024 Oslo, Norway

Agenda

• 1. Opening of the annual general meeting, including approval of the notice and agenda.
• 2. Election of a person to co-sign meeting minutes along with the meeting chair.
• 3. Presentation of business activities (non-voting).
• 4. Approval of the 2023 annual accounts of AMSC ASA, group consolidated accounts and the Board of Directors' report.
• 5. Advisory vote on the report on salary and other remuneration to the executive management for 2023.
• 6. Consideration of the statement of corporate governance 2023 (non-voting).
• 7. Stipulation of remuneration to the members of the Board of Directors.
• 8. Stipulation of remuneration to the members of the Nomination Committee.

• 9. Approval of remuneration to the auditor for 2023.

• 10. Approval of changes to the Remuneration Policy.

• 11. Election of members to the Board of Directors.
• 12. Election of members to the Nomination Committee.
• 13. Authorization to the Board of Directors for payment of dividends.
• 14. Authorization to the Board of Directors to acquire treasury shares in connection with incentive scheme for employees.
• 15.Authorization to the Board of Directors to acquire treasury shares for investment purposes or subsequent sale or deletion of such shares.
• 16. Authorization to the Board of Directors to acquire treasury shares in connection with acquisitions, mergers, de-mergers or other transactions.
• 17. Authorization to the Board of Directors to increase the share capital in connection with future investments etc.

Presentation of Business Activities

Company Overview

MARITIME INVESTMENT
COMPANY

• Focus on earning cash flow enabling quarterly dividends
• Public on OSE since 2005, OSE ticker: AMSC and OTC Markets ticker: ASCJF
• Market cap NOK 2.2bn, NOK 0.54 per share last quarterly dividend, 7% dividend yield

	▪	Sale of 10 ship Jones Act fleet to Maritime Partners
RECENT STRATEGIC SHIFT	▪	Paid USD 170m in additional dividends
	▪	Exchange of the CSV Normand Maximus towards common equity in Solstad Maritime

FOCUS GOING FORWARD

• Retained cash from sale of fleet for future investments in the maritime space
• Pursue cash flow accretive transactions
• Continue to pay attractive quarterly dividends

Company Highlights 2023

SALE OF JONES ACT FLEET	▪ Unique buyer in Maritime Partners, an established Jones Act leasing company ▪ Attractive valuation at EV USD 747m / Equity value USD 249m ▪ P/B 2.4x, P/E 19.8x, EV/EBITDA 9.1x
SOLSTAD MARITIME	▪ Exchange the CSV Normand Maximus in return for 18.2% common equity in Solstad Maritime ▪ 35 premium vessels – 22 CSV / 13AHTS ▪ Norwegian company, best in class operations, global presence targeting offshore oil and offshore wind industries, attractively positioned in an improving offshore market
PRO FORMA FINANCIAL STATUS	▪ Pro forma for the transaction with Solstad Maritime, AMSC's key balance sheet items at the end of 2023 was: • Shares in Solstad Maritime with book value NOK 1,000m • Cash holding of about USD 60m

• No external debt

Attractive Historical Value Creation

Shareprice development

▪ Shareprice has been adjusted for the NOK 26.19 additional dividend paid in October last year

Dividend history

• Over the last 10 years AMSC has distributed more than USD 400m / NOK 4,000m in dividends
• Equivalent to NOK 60 per share

Approval of the 2023 annual accounts of AMSC ASA, group consolidated accounts, and Board of Directors' report

Advisory vote on the report on salary and other remuneration to the executive management for 2023

• In accordance with section 6-16b of the Norwegian Public Limited Liability Companies Act, the Board of Directors has prepared a report on salary and other remuneration to the executive management of the Company for the year 2023. The report is available at the Company's website.
• The Board of Directors proposes that the General Meeting passes the following resolution with regards to the report:

"The General Meeting endorses the report on salary and other remuneration to executive management for 2023 pursuant to the Norwegian Public Limited Liability Companies Act section 6-16b."

Statement of Corporate Governance 2023 (nonvoting)

AMSC ASA's corporate governance report is included on pages 77- 82 of the 2023 Annual Report

Stipulation of remuneration to the members of the board of directors

• The recommendation from the Nomination Committee is available on the Company's website
• The Board of Directors proposes that the General Meeting passes the following resolution:

"In accordance with the recommendation from the Nomination Committee, the General Meeting approves that the remuneration rates for members of the Board of Directors for the period from the 2023 Annual General Meeting up to the 2024 Annual General Meeting shall be as follows:

• • NOK 588,000 to the Chairperson of the board
• • NOK 461,000 to each of the other board members

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

Stipulation of remuneration to the members of the Nomination Committee

• The recommendation from the Nomination Committee is available on the Company's website
• The Board of Directors proposes that the General Meeting passes the following resolution:

"In accordance with the recommendation from the Nomination Committee, the General Meeting approves that the remuneration rate for members of the Nomination Committee for the period from the 2023 Annual General Meeting up to the 2024 Annual General Meeting shall be NOK 55,000 for the chair of the committee and NOK 44,000 for each member."

Approval of the remuneration to the auditor for 2023

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

"The remuneration to the auditor of NOK 880 000 ex. VAT for the audit of the Company's 2023 annual accounts is approved. Fees to PriceWaterhouseCoopers AS for services other than audit during 2023 are included in Note 3 to the group consolidated accounts."

Approval of changes to the Remuneration Policy

• The Board of Directors proposes certain changes to the Remuneration Policy to facilitate remuneration for the executive management in the form of discretionary bonuses. The changes entail that the existing index bonus scheme for the executive management is replaced to implement a discretionary cash bonus scheme
• The Board of Directors proposes that the General Meeting passes the following resolution:

"The General Meeting approves the changes to the policy for determining salary and other remuneration to the executive management pursuant to the Norwegian Public Limited Liability Companies Act section 6-16a."

Election of members to the Board of Directors

• The recommendations from the Nomination Committee are available at the Company's website.
• The Board of Directors proposes that the General Meeting passes the following resolution:

"In accordance with the recommendation from the Nomination Committee, Peter Ditlef Knudsen and Frank O. Reite are re-elected as members of the Board of Directors for a period of two years.

The Board of Directors of AMSC ASA will then consist of the following members:

Annette Malm Justad (Chairperson)

Peter Ditlef Knudsen

Frank O. Reite."

Election of members to the Nomination Committee

• The recommendations from the Nomination Committee are available at the Company's website.
• The Nomination Committee proposes that the General Meeting passes the following resolution:

"In accordance with the proposal from the Nomination Committee, Charlotte Håkonsen is re-elected as chair and Ingebret G. Hisdal is reelected as member of the Nomination Committee, both for a period of two years.

The Nomination Committee of AMSC ASA will then consist of the following members:

Charlotte Håkonsen (Chairperson)

Ingebret G. Hisdal (member)

Hilde Kristin Ramsdal (deputy member)."

Authorizations to the Board of Directors

• Authorization to the Board of Directors for payment of dividends.
• Authorization to the Board of Directors to acquire treasury shares in connection with incentive scheme for employees.
• Authorization to the Board of Directors to acquire treasury shares for investment purposes or subsequent sale or deletion of such shares.
• Authorization to the Board of Directors to acquire treasury shares in connection with acquisitions, mergers, de-mergers or other transactions.
• Authorization to the Board of Directors to increase the share capital in connection with future investments etc.

THANK YOU FOR YOUR CONTINUED SUPPORT!