AMSC ASA — AGM Information 2025

Apr 24, 2025

Annual General Meeting

24 April 2025 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 the meeting minutes along with the meeting chair
• 3. Presentation of business activities (non-voting)

4. Approval of the 2024 annual accounts of AMSC ASA, group's consolidated accounts and the Board of Directors' report

5. Advisory vote on the report on salary and other remuneration to the executive management for 2024

6. Consideration of the statement of corporate governance 2024 (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 2024
• 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. Distribution of dividend-in-kind
• 14. Authorization to the Board of Directors to approve distribution of dividend-in-kind
• 15. Liquidation of the Company

Presentation of Business Activities

Company Overview
INITIALLY A SHIPPING LEASING COMPANY	▪ Public on Oslo Stock Exchange since 2005 ▪ Owner of 10 MR tankers on bareboat contract to operators in the US Jones Act market ▪ Owner of the CSV Normand Maximus on bareboat contract to a subsidiary of Solstad Offshore ASA ▪ Focus on earning cash flow enabling quarterly dividends
REFOCUSED TO MARITIME INVESTMENT COMPANY	▪ Following the sale of the 10 ship Jones Act fleet in 2023 and the sale of the Normand Maximus in 2024, company refocused to a maritime investment company ▪ Intention to reinvest some of the liquidity received from the previous sales in addition to owning shares in Solstad Maritime ▪ Evaluated a number of potential investment opportunities, however not executed on any due to unattractive risk/reward
INTENTION TO DISTRIBUTE ALL ASSETS AND LIQUIDATE THE COMPANY	▪ Recent market conditions making it challenging to profitably execute on a leasing/investment focused business model from a relatively small public company platform ▪ In order to maximize shareholder value, proposed to distribute all assets and liquidate the company

Company Highlights 2024 & 2025

SALE OF THE CSV NORMAND MAXIMUS

• Sale of 100% of the shares in Offshore Leasing I which owned the Normand Maximus with corresponding bareboat contract and secured bank debt, in kind, in return for new common shares in Solstad Maritime
• Initial 21.1% shareholding in Solstad Maritime

PURCHASE OF SOLSTAD MARITIME SUBSCRIPTION RIGHTS AND SHARES

• Acquired ~5.8 million subscription right in Solstad Maritime and subsequently exercised the right to participate in the equity issue
• Further acquired 980,000 shares in the secondary market
• Currently own ~91.4 million shares in Solstad Maritime representing a 19.6% shareholding

ANNOUNCED INTENTION TO DISTRIBUTE SOLSTAD MARITIME SHARES AND DISTRIBUTE EXCESS CASH FOLLOWED BY A LIQUIDATION OF AMSC

• More efficient for AMSC shareholders to own Solstad Maritime public shares directly, rather than through AMSC
• Distributed a special cash dividend during Q1
• Expect to distribute Solstad Maritime shares in May and expect to pay a final cash liquidation distribution in Q3

Attractive Historical Value Creation

Shareprice development

• Shareprice closed at NOK 26.90 yesterday
• Historical shareprice has been adjusted for the NOK 26.19 additional dividend paid in October 2023

Dividend history

• Over the last 11 years AMSC has distributed about NOK 4,500m in dividends
• Equivalent to NOK 67 per share

2024 Balance Sheet

• 2024 annual report is available on our website
• Balance sheet as reported per 31.12.24
  • Key assets are the shareholding in Solstad Maritime and cash and short-term financial assets
  • No debt
• We will not report Q1 2025 financials
• We will publish a liquidation balance sheet in connection with an EGM to approve liquidation, expected to be held in June 2025

thousands Amounts in NOK	2024
ASSETS
, plant and Property equipment	1 608 180 , ,
Deferred tax assets	193
Interest-bearing long-term receivables	-
Total non-current assets	1 608 373 , ,
Other receivables	1 404 ,
Financial short term assets	196 660 ,
Cash and cash equivalents	172 819 ,
classified as held for sale Asset	-
Total current assets	370 884 ,
Total assets	1 979 257 , ,

thousands Amounts in USD	2024
EQUITY AND LIABILITIES
Share capital and share premium	353 966 ,
Retained earnings	1 612 472 , ,
Total equity	1 966 439 , ,
Total liabilities non-current	-
other payables Trade and	3 513 ,
payable Tax	9 305 ,
Total liabilites current	12 818 ,
Total liabilites	12 818
	,
Total and liabilities equity	1 979 257 , ,

Approval of the 2024 annual accounts, group's consolidated accounts and the Board of Directors' report

Advisory vote on the report on salary and other remuneration to the executive management of the Company for 2024

• 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 2024. 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 2024 pursuant to the Norwegian Public Limited Liability Companies Act section 6-16b."

Statement of Corporate Governance 2024 (nonvoting)

▪ AMSC ASA's corporate governance report is included on pages 75- 80 of the 2024 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 2024 Annual General Meeting up to the 2025 Annual General Meeting shall be as set out below. In addition, the same remuneration rates shall apply for the members of the Board of Directors for the period from the 2025 Annual General Meeting up to the 2026 Annual General Meeting:
  • NOK 614,000 to the Chairperson of the Board
  • NOK 482,000 to each of the other Board members
  • If the Company is liquidated prior to the 2026 Annual General Meeting, or a member of the Board of Directors otherwise resigns prior to expiry of the term, the remuneration for the period from the 2025 Annual General Meeting up to the 2026 Annual General Meeting shall be adjusted pro rata for the term in service.
  • 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 2024 Annual General Meeting up to the 2025 Annual General Meeting shall be NOK 57,000 for the chair of the committee and NOK 46,000 for each member. In addition, the same remuneration rates shall apply for the members of the Nomination Committee for the period from the 2025 Annual General Meeting up to the 2026 Annual General Meeting. If the Company is liquidated prior to the 2026 Annual General Meeting, or a member of the Nomination Committee otherwise resigns prior to expiry of the term, the remuneration for the period from the 2025 Annual General Meeting up to the 2026 Annual General Meeting shall be adjusted pro rata for the term in service."

Approval of the remuneration to the auditor for 2024

• The Board of Directors proposes that the General Meeting passes the following resolution:
  • "The remuneration to the auditor of NOK 1 766 426 ex. VAT for the audit of the Company's 2024 annual accounts is approved. Fees to PriceWaterhouseCoopers AS for services other than audit during 2024 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 reflect that, pursuant to the newly revised section 6-16a of the Norwegian Public Limited Liability Companies Act, the remuneration of the Board of Directors shall now also be subject to the principles set out in the Remuneration Policy.
• 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 Board of Directors and 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, Anette Malm Justad is re-elected as Chairperson 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, Hilde Kristin Ramsdal is reelected as deputy member of the Nomination Committee, 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).

Distribution of dividend-in-kind

• The Board of Directors proposes that the General Meeting passes the following resolution:
  • "The general meeting approves the proposal from the Board of Directors for distribution of dividend in the form of 91,422,601 shares in Solstad Maritime Holding AS (reg. no: 932 482 185).
  • The distribution is conditional upon necessary approvals by Euronext Oslo Børs related to the listing of Solstad Maritime Holding AS on Euronext Oslo Børs. If this condition is not fulfilled on or prior to 30 May 2025, this resolution shall lapse.
  • Subject to fulfilment of the condition in item 2 above, the dividend will be distributed to those who are shareholders in the Company on the date and time which is decided and communicated by the Board of Directors."
  • The distribution implies that one share in AMSC entitles the owner to receive 1.272 share in Solstad Maritime Holding AS, rounded down to the nearest whole number of shares. In the event there are shares remaining after rounding, such shares will be sold by AMSC for cash in the market without compensation to shareholders. Further, for shareholders subject to withholding tax, a portion of the shares will be withheld.
  • For distribution of the shares in Solstad Maritime Holding AS as dividend-in-kind in connection with a listing of the company, AMSC has received necessary consent from the board of directors of Solstad Maritime Holding AS pursuant to the company's articles of association and a waiver from lock-up provisions under a shareholders' agreement for Solstad Maritime Holding AS to which AMSC is party.

Authorization to the Board of Directors to approve distribution of dividend-in-kind

• The distribution of dividend-in-kind proposed under Item 13 is conditional upon the receipt of necessary approvals by Euronext Oslo Børs related to the listing of Solstad Maritime Holding AS on Euronext Oslo Børs no later than 30 May 2025. To cater for a situation where the condition for the dividend is not met in time, such that the resolution in Item 13 shall lapse, the Board of Directors proposes that the General Meeting passes the following resolution:
  • "The Board of Directors is authorised to approve the distribution of dividend based on the Company's annual accounts for 2024 pursuant to section 8-2 (2) of the Norwegian Public Limited Liability Companies Act.
  • The authorisation may only be used for distribution of shares in Solstad Maritime Holding AS.
  • The authorisation is valid up to the Annual General Meeting in 2026."

Liquidation of the Company

• Following distribution of the dividend-in-kind proposed under Item 13 and 14, there will be no operational or investment activity left in the Company, and it is not anticipated that it will resume such activities or any other activity. On this basis, the Board of Directors proposes to liquidate the Company. Liquidation is expected to occur during Q3 2025, subject to completion of the proposed distribution of the shares in Solstad Maritime Holding AS as dividend-in-kind.
• Following distribution of the proposed dividend-in-kind, the estimated remaining cash in the Company at liquidation are expected to be distributed as liquidation dividend to the shareholders as part of the proposed liquidation of the Company.
• The Board of Directors proposes that the General Meeting passes the following resolution:
  • "The Company shall be liquidated. This decision shall be submitted immediately to the Norwegian Register of Business Enterprises."

THANK YOU FOR YOUR SUPPORT!