Dolphin Drilling AS — AGM Information 2015

May 27, 2015

FRED. OLSEN ENERGY ASA

On 27 May 2015 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 General Meeting and the Agenda Anette Olsen was elected to chair the meeting.

Ole Jakob Løvstad was appointed to sign the protocol together with Anette. 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.

8 shareholders had met at the Annual General Meeting, which together represented 39,000,561 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 36,518,572 shares.

• 3) Directors' Report and the Annual Accounts for Fred. Olsen Energy ASA parent company and consolidated The Annual General Meeting unanimously approved the presented accounts for 2014 and the balance as per 31 December 2014 for the Company and the Group of companies and the Board's proposal on how to administer the results for 2014, the Directors' Report for 2014 and the statements 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 The Annual General Meeting unanimously resolved 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.

or

• 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.

The Annual General Meeting in Fred. Olsen Energy ASA with 38,997,411 votes against 3,150 votes granted 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 27 May 2015 and remain valid until the next Ordinary Annual General Meeting.

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

With 38,539,866 votes against 455,170 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 37,439,686 votes against 889,733 votes the fees for the Board of Directors were resolved to be USD 184,000.

8) Stipulation of the Auditor's fee

The Annual General Meeting unanimously resolved that the fee to KPMG for 2014 should be USD 397,000.

9) Election of Board Directors.

With 37,892,068 votes against 1,107,968 votes Anette S. Olsen was re-elected, with 38,987,508 votes against 12,528 votes Cecilie B. Heuch was re-elected, with 38,975,108 votes against 12,528 votes Agnar Gravdal was re-elected, and with 38,271,468 votes against 728,568 votes Jan Peter Valheim was re-elected.

The protocol was approved and the meeting adjourned.

Anette Olsen

Ole fadals Les stad.