AMSC ASA — Proxy Solicitation & Information Statement 2010

Mar 17, 2010

PROPOSED GENERAL MEETING RESOLUTIONS

Item 2.2. Approval of the 2009 annual accounts of American Shipping Company ASA and consolidated accounts and the Board of Directors' Report.

The Board of Directors' proposal for the annual accounts and the Board of Directors' Report for 2009 and the auditor's statement are enclosed to the notice of annual general meeting.

The Board proposes that the general meeting adopts the following resolution:

The general meeting resolved to approve the annual accounts for 2009 for American Shipping Company ASA, the group consolidated accounts and the annual report.

The Board of Directors proposes to not pay any dividend for the accounting year 2009. The proposal is described in the Report of the Board of Directors' Report for 2009.

Item 2.3. Determination of Board members' remuneration.

The Board of Directors proposes that the general meeting adopts the following resolution:

In accordance with the proposal from the Board of Directors, the general meeting resolves that the remuneration for the period 2009 – 2010 to the Board of Directors shall be set as follows:

• [NOK 300,000] to the Chairman of the Board
• [NOK 200,000] to each of the remaining Board members

Item 2.4. Approval of auditor's fees.

The Board of Directors proposes that the general meeting adopts the following resolution:

The general meeting resolved to approve the auditor's fees of NOK 355,000 for the audit of American Shipping Company ASA in 2009.

Item 2.5. Handling of the Board of Directors' statement on the determination of salary and other remuneration to leading employees of the company. The statement is contained in note 21 to the consolidated accounts on page 29 of the Annual Report.

The Board of Directors proposes that the general meeting adopts the following resolution:

The general meeting resolved to endorse the Board of Directors' statement included in note 21 to the consolidated accounts on page 29 of the Norwegian annual report.

Reference is made to note 24 to the consolidated accounts on page 48-49 of the Annual Report.

Item 2.6. Election of Board members.

The Board of Directors proposes to reduce the number of Board members from 5 members to 3 members. No resolution proposed to adopt this change as two of the existing Board members are expected resign from their position as Board members at the general meeting.

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The Board of Directors proposes that the general meeting adopts the following resolution:

The general meeting resolved to reelect John Rose as Board member for an election period of two years.

The general meeting resolved to elect Annette Malm Justad as chairman of the Board of Directors for an election period of one year.

Item 3. Amendment of the Articles of Association

Reference is made to the proposal included and described in the notice of annual general meeting.