Bonheur ASA — AGM Information 2016

May 26, 2016

BONHEUR ASA

On 26 May 2016 the Annual General Meeting in Bonheur ASA was held at the Company's offices in Fred. Olsens gate 2, Oslo

$1)$ Opening of the Annual General Meeting by the Chairman of the Shareholders' Committee as provided for in the Company's Articles of Association together with approval of the summons and the agenda and registration of attending shareholders.

The Chairman of the Shareholders' Committee opened the Annual General Meeting.

It was advised that the summons to the Annual General Meeting had been announced as required by law and the Company's Articles with at least 21 days' notice to all shareholders with known addresses.

There were no objections to the summons and/or the agenda and they were both approved with 22,857,012. It was noted that in reference to this item 3,444,495 shares had abstained from voting.

The Chairman of the Shareholders' Committee declared the Annual General Meeting for duly convened.

In addition to the Chairman the following members of the Shareholders' Committee were present; Aase Gudding Gresvig, Jørgen G. Heje, Einar Harboe and Bård Mikkelsen.

The Chairman of the Board, Fred. Olsen, and Anette Olsen were also present

The Company's Auditor, KPMG, represented by Arve Gevoll, was equally present.

37 shareholders appeared at this Annual General Meeting representing 26,301,507 shares as this will also be reflected in a separate schedule to this protocol.

There had been produced valid proxies for 5,155,273 shares. No proxies were disregarded on grounds of invalidity or otherwise.

$2)$ Election of one attending shareholder to sign the minutes together with the Chairman of the Shareholders' Committee.

Hans Christian Claussen was unanimously elected to sign the minutes together with Christian Fredrik Michelet.

• 3) Approval of the Annual Accounts and the Directors' Report for Bonheur ASA including the statement on corporate governance and the consolidated accounts for 2015; hereunder the Board's proposal on dividends for 2015 as recommended by the Shareholders' Committee. The Annual General Meeting unanimously approved the presented accounts for 2015 and the balance as per 31 December 2015 for the Company and the Group of companies and the Board's proposal on how to administer the results for 2015 as recommended by the Shareholders' Committee, hereunder the proposed payment of a dividend equal to NOK 2.00 per share on or about 9 June 2016, as well as the Directors' Report for 2015 and the statement on Corporate Social Responsibility and Corporate Governance as set out in the Annual Report.
• $4)$ Authorization for acquisition of own shares (Treasury shares) The General Meeting unanimously gives the Board authority to let the Company purchase treasury shares with a nominal value of up to NOK 5,316,486.63 distributed on up to NOK

4,253,189 shares. The minimum and maximum price to be paid per share shall be NOK 20.00 and NOK 500.00, respectively. The Board may at its discretion decide how purchases and sales of own shares shall be made. This authority shall take effect from 26 May 2016 and remain valid until the next Ordinary Annual General Meeting.

Election of one member to the Shareholders' Committee and approval of the fees payable to the 5) members of the Shareholders' Committee

With 25,240,618 votes against 17,943 Einar Harboe was re-elected as member of the Shareholders' Committee and on the same votes the fee for the Chairman of the Shareholders' Committee was resolved to be NOK 180,000 and the fee for each of the other members to be NOK 150,000. 1,042,946 shares abstained from voting under this item.

6) Approval of the Board of Directors' fees

With 25,240,618 votes against 976,727, the fee for the Chairman of the Board was resolved to be NOK 1,340,000. The fee for each of the other board members was equally resolved to be NOK 330,000. As for the Audit Committee it was equally resolved that each of its members should receive an additional compensation of NOK 40,000. In addition to these fees each Board member shall receive an additional compensation equal to NOK 7,500 when physically attending a board meeting and a further compensation equal to NOK 5,000 for each overnight stay consequent on board meetings. 84,162 shares abstained from voting under this item.

$7)$ Approval of the Auditor's fee

The fee for 2015 to the Company's Auditing Firm, KPMG, was unanimously resolved to be NOK 1,964,000.

8) Guidelines on compensation to Fred. Olsen & Co.

The General Meeting unanimously approved on an advisory basis the Board's presented statement on guidelines for determination of compensation to Fred. Olsen & Co. for its day-today management of the Company, as presented to the Annual General Meeting.

9) Gifts and contributions from the Company for 2016

It was unanimously resolved to leave authority with the Board to at its discretion allow for donations and other contributions in 2016 for a total amount of up to NOK 4,000,000 in addition to what is left from the authorization granted at the Company's previous Annual General Meeting.

$10)$ Closing

There were no further items before the Annual General Meeting and the meeting was adjourned.

lans Christian Clausse