Dolphin Drilling AS — AGM Information 2014

May 27, 2014

FRED. OLSEN ENERGY ASA

On 27 May 2014 the Annual General Meeting of Fred. Olsen Energy ASA was held at Fred. Olsens gate 2., Oslo.

• 1) Opening of the Annual General Meeting by the Chairman The Chairman of the Board, Anette Olsen, opened the Annual General Meeting.
• 2) Election of a Chairman for the meeting and one attending Shareholder to sign the minutes together with the Chairman and approval of the notice of the Meeting and the Agenda. Anette Olsen was elected to chair the meeting.

Paal Frohde Halvorsen was appointed to sign the protocol together with Anette S. Olsen.

It was advised that the summons to this Annual General Meeting had been sent by ordinary mail to all shareholders with known addresses within the timeline set by law.

There were no objections to the summons or the agenda and the Chairman declared the Annual General Meeting duly convened.

12 shareholders had met at the Annual General Meeting, which together represented 42,288,303 of the Company's outstanding shares. Reference is in this respect made to the summary attached to this protocol.

There had been procured valid proxies for 39,556,115 shares.

3) Directors' Report and the Annual Accounts for Fred. Olsen Energy ASA parent company and consolidated; hereunder the Board of Directors' proposal on dividends.

The Annual General Meeting unanimously approved the presented accounts for 2013 and the balance as per 31 December 2013 for the Company and the Group of companies and the Board's proposal on how to administer the results for 2013, hereunder the proposed payment of an ordinary dividend of NOK 10.- per share and an extraordinary dividend of NOK 10.- per share, as well as the Directors' Report for 2013 and the statement on Corporate Social Responsibility and Corporate Governance as set out in the Annual Report.

4) Authorization for the Board of Directors to increase the share capital of the Company

It was resolved with 42,250,687 votes against 37,606 votes to give the following authorities to the Board:

• 1. Increase of the share capital by issuing new shares
• a) The Board is authorized to increase the share capital by up to NOK 133,388,440 divided at 6,669,422 shares, each share with a nominal value of NOK 20.
• b) Issue price and other subscription terms to be determined by the Board.
• c) The authority also comprises share capital increases against other assets than cash, including decision on merger, and/or acquisition of other companies.
• d) This authority shall take effect from 28 May 2014 and remain valid until the next Ordinary Annual General Meeting.
• e) The shareholders' pre-emption right may be waived, in whole or partly.
• f) Following any changes in the Company's share capital or number of shares as a consequence of share split, bonus issue etc., the authorization shall be deemed adjusted accordingly.

• g) § 4 of the Company's Articles of Association to be adjusted in connection with and corresponding to the share capital increase.

• 1. Increase of the share capital by raising loans with the right to subscribe for new shares
• a) The Board is authorized to raise loans up to NOK 2,500,000,000 with rights to subscribe for new shares.
• b) The Board is authorized to increase the share capital by up to NOK 133,388,440, divided at 6,669,422 shares, each with a nominal value of NOK 20.
• c) Issue price and other subscription terms to be determined by the Board.
• d) This authority shall take effect from 28 May 2014 and remain valid until the next Ordinary Annual General Meeting.
• e) The shareholders' pre-emption right may be waived, in whole or partly.
• f) Following any changes in the Company's share capital or number of shares as a consequence of share split, bonus issue etc., the authorization shall be deemed adjusted accordingly.
• g) § 4 of the Company's Articles of Association to be adjusted in connection with and corresponding to the share capital increase.

or a combination of the two aforesaid alternatives, although always on the premise that the maximum amount of new shares shall not exceed 6,669,422.

5) Authorization for the Board of Directors to acquire treasury shares.

It was resolved with 42,191,449 votes against 96,854 votes as follows: The Annual General Meeting in Fred. Energy ASA grants the Board authority to let the Company purchase treasury shares up to 6,669,422 shares, each with a nominal value of NOK 20. The minimum and maximum price to be paid per share shall be NOK 20 and NOK 600 respectively, on the premise that the number of own shares shall not at any time exceed 10 % of the total number of the issued shares. The Board may at its discretion decide how the purchase and sale of treasury shares shall be made. This authority shall take effect from 28 May 2014 and remain valid until the next Ordinary Annual General Meeting.

6) Statement by the Board of Directors on the remuneration of senior management

With 41,370,965 votes against 899,328 votes the Annual General Meeting on an advisory basis approved the Board's presented statement on guidelines for determination of salary and other compensation to the senior management of the Company.

7) Stipulation of Board of the Directors' fees

With 40,498,749 votes against 1,480,432 votes the fees for the Board of Directors were resolved to be NOK 1,080,000 .- in total.

8) Stipulation of the Auditor's fee

With 42,287,703 votes against 600 votes it was resolved that the fee to KPMG for 2013 should be NOK 1,409,000 .-

9) Election of Board Directors.

With 41,594,776 votes against 693,527 votes Øyvin Fjeldstad as re-elected as Board Director. Stephen S. Knudtzon was unanimously re-elected as Deputy Board Director.

The protocol was approved and the meeting adjourned.

Anette Olsen

Paal ‡rohde Halvorsen