Dolphin Drilling AS — AGM Information 2016

May 25, 2016

FRED. OLSEN ENERGY ASA

On 25 May 2016 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 of the Board and approval of the notice to the meeting together with the agenda

The Chairman of the Board opened the Annual General Meeting.

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 for duly convened.

$2.$ Election of a chairman for the meeting and registration of attending shareholders together with election of one shareholder to sign the minutes together with the chairman of the meeting.

Anette Olsen was elected to chair the meeting.

Tor Dahle, representing Ancani AS, was appointed to sign the protocol together with Anette Olsen.

4 shareholders had met at the Annual General Meeting, which together represented 40,753,359 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 38,292,811 shares.

$3.$ Directors' Report including the statement on corporate governance and the Annual Accounts for 2015 for Fred. Olsen Energy ASA parent company and consolidated

With 40,741,442 votes against 11,917 votes the Annual General meeting 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, the Directors' Report for 2015, 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 It was unanimously to give the following authorities, which may also be used in combinations, to the Board:
• 1. Increase of the share capital by issuing new shares
• The Board is authorized to increase the share capital by up to NOK 133,388,440 divided a) 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.
• The authority comprises share capital increases against other assets than cash, including c) decision on merger, and/or acquisition of other companies.
• d) The authority will expire at the next 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.

$\mathbf{1}$

• $g)$ § 4 of the Company's Articles of Association to be adjusted in connection with and corresponding to the share capital increase.
• or
• $2.$ Increase of the share capital by raising loans with the right to subscribe for new shares
• The Board is authorized to raise loans up to NOK 1,000,000,000 with rights to subscribe $a)$ for new shares.
• The Board is authorized to increase the share capital by up to NOK 133,388,440, divided $b)$ at 6,669,422 shares, each with a nominal value of NOK 20.
• Issue price and other subscription terms to be determined by the Board. $\mathsf{C}$
• The authority expires at the next Annual General Meeting. $d)$
• $e)$ 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.
• § 4 of the Company's Articles of Association to be adjusted in connection with and g) 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.

1. Authorization for the Board of Directors to purchase the Company's own shares ("Treasury shares")

The Annual General Meeting with 40,720,872 votes against 27,487 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. 5,000 shares abstained from voting.

The minimum and maximum price to be paid per share shall be NOK 5 and NOK 100 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 25 May 2016 and expires at the next Annual General Meeting.

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

With 37,375,462 votes against 3,377,897 the Annual General Meeting approved on an advisory basis the Board's statement on determination of the salary and other compensation to the senior management of the Company.

1. Stipulation of Board of Directors' fees With 37,208,717 votes against 2,964,610 the fees for the Board of Directors was resolved to be USD 135,000. 580,032 shares abstained from voting.

8. Stipulation of Auditor's fee

With 40,752,813 votes against 546 votes it was resolved that the fee to KPMG for 2015 should be NOK USD 216,000.

9. Election of Board of Directors

With 40,752,713 votes Stephen Knudtzon was re-elected as Deputy Board Director. 646 shares abstained from voting. No new Director was elected in substitution for Øivin Fjeldstad who is now retiring. On behalf of the Company and its board Anette Olsen expressed thanks and appreciation for Øivin Fjeldstad's robust contribution as a Director of the Company over many years.

The protocol was approved and the meeting adjourned.

Anette Olsen

Tor Dahle Representing Ancani AS