Saga Pure — AGM Information 2016

Jan 12, 2016

Summons to Extraordinary General Meeting in Saga Tankers ASA

The Extraordinary General Meeting in Saga Tankers ASA (the "Company") will take place on 11 February 2016 at 10.00 hours (CET) at the premises of the Company at Sjølyst Plass 2, 3th floor in Oslo, Norway.

The Board of Directors has proposed the following agenda:

• 1. Opening of the General Meeting by the Chairman of the Board of Directors or the person he elects
• 1. Election of a person to chair the General Meeting
• 1. Election of a person to co-sign the minutes together with the Chairman of the meeting
• 1. Approval of the summons and the agenda
• 1. Proposal to authorise the Board of Directors to increase the share capital
• 1. Proposal to authorise the Board of Directors to purchase own shares

Information on the background for and the Board of Directors' (the "Board") proposals for resolutions in items 5 and 6 on the agenda is given below.

A shareholder can request to have the documents sent to him/ her, cf. the Public Companies Act section 5-11a.

General information and voting guidance

Shareholders in the Company may submit their votes electronically in advance by logging on to the Company's internet site www.sagatankers.no under the section "Investor Relations". Please follow the instructions set out therein.

If you as a shareholder are not already pre-registered with "Investortjenester" as described in the proxy form, you will be sent the pin code and reference number by postal mail so that you can submit your votes electronically by logging on to the Company's internet site www.sagatankers.no. Please note that electronic voting requires the shareholder to use his/hers assigned pin code and reference number.

Shareholders who are unable to attend the Extraordinary General Meeting, or unable to use electronic voting, may submit a proxy to a person of their own choice or to the Chairman of the Board of Directors. Shareholders or persons acting under a proxy who wants to participate in the Extraordinary General Meeting must notify the Company in advance. The notification regarding participation or proxy must be received at the latest by 10 February 2016 at 10:00 hours (CET).

Title to a proxy without voting instructions is pursuant to the Securities Trading Act § 4-3 equated with ownership of the shares the voting proxy relates to. This means that the proxy holder will be obliged to disclose his shares and voting rights, if the proportion of shares representing the proxy through open voting proxies and shares together exceeds the thresholds for disclosure in the Securities Act § 4-3 first paragraph. It is stated by the The Financial Supervisory Authority of Norway in circular dated 28 January 2008 that proxies generally is considered to be granted "without instructions" in the legal sense, unless instructions are given for all of the items at the agenda.

The Company is a public limited company subject to the rules of the Norwegian Public Limited Companies Act. As of the date of this summons, the Company has issued 286,732,611 shares, each of which represents one vote. The shares have equal rights also in all other respects.

If a shareholder has acquired shares shortly before the meeting, the voting rights of the transferred shares may only be exercised if the shares are registered in the VPS or if the acquisition is announced to VPS and the ownership to the shares is proved at the general meeting. Shareholders may bring an advisor (s) and give the right to speak to one advisor. If the shareholder's shares are nominee registered cf. the Norwegian Public Limited Liability Companies Act section 4-10, and the shareholder wishes to vote for their shares, the beneficial shareholder must re-register the shares in a separate custody account in the real shareholder's name prior to the general meeting. If the owner can demonstrate that the owner has taken such step and have an actual ownership interest in the Company, the owner may by the Company's decision be allowed to vote for the shares.

Decisions on voting rights of shareholders and proxies are made by the chairman of the meeting, whose decision may be overturned by the General Assembly by a simple majority.

As of the date of this summons, the Company holds no own shares.

A shareholder has the right to table draft resolutions for items included on the agenda and to require that members of the Board of Directors and the CEO in the General Meeting provide available information about matters which may affect the assessment of (i) the approval of the annual accounts and the directors' report, (ii) items which are presented to the shareholders for decision and (iii) the Company's financial situation, including information about activities in other companies in which the Company participates, and other matters to be discussed in the General Meeting, unless the requested information cannot be disclosed without causing disproportionate harm to the Company.

Additional information regarding items 5 and 6 is made available on the Company's website www.sagatankers.no. A notice of attendance and a proxy are attached to the summons and made available on the Company's website www.sagatankers.no.

This summons and its appendices, including draft resolutions for items on the proposed agenda, as well as the Company's Articles of Association, are also available at the Company's internet site: www.sagatankers.no. Shareholders may contact the Company by ordinary mail, fax or phone in order to request the documents in question on paper. Address: Saga Tankers ASA, Sjølyst Plass 2, 0278 Oslo, Norway, fax: +47 23 01 49 01, phone: +47 23 01 49 14.

Oslo, 12 January 2016

SAGA TANKERS ASA On behalf of the Board of Directors

Martin Nes Chairman of the Board of Directors

The Board's proposal for resolution under item 5

On 27 March 2015, the Board was granted an authorisation to increase the share capital of the Company to increase the share capital with up to NOK 87,916,864, corresponding to 50% of the Company's share capital at the time. Following completion of a merger between Saga Invest Holding AS and Strata Marine & Offshore AS, the authorisation was diluted to a percentual possible increase of the share capital of 30.66.

The Board proposes to cancel the existing authorisation and that the general meeting grants the Board a new authorisation to increase the share capital. The Board is of the opinion that it should hold an authorisation to increase the share capital with up to 50% of the share capital and therefore propose to renew the existing authorisation, however extended to 50 % of the current outstanding share capital.

The Board considers it expedient that the general meeting grants such an authorisation to enable the Company to fund new investments, either by raising equity through issue of new shares or by offering shareholders of potential target companies in full or in part as shares in the Company. The Company continually considers potential investment opportunities.

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

• 1. The authorisation given to the board of directors on 27 March 2015 to increase the share capital with up to NOK 87,916,864 is cancelled.
• 2. In accordance with the Norwegian Public Limited Liability Companies Act section 10-14, the board of directors is granted an authorisation to increase the share capital of the company through issuance of new shares with a total par value of up to NOK 143,366,305, corresponding to 143,366,305 shares each with a par value of NOK 1. The authorisation may be utilised on one or several occasions.
• 3. The board of directors shall decide the subscription price and other conditions for subscription of the new shares.
• 4. The authorisation may be used to fund investments, by raising equity through issuance of new shares or by offering shareholders of potential target companies settlement in full or in part as shares in the company.
• 5. The shareholders' preferential right to the new shares, cf. the Norwegian Public Limited Liability Companies Act section 10-14 may be deviated from.
• 6. The authorisation comprises share capital increase by non-cash payment or a right to charge the company with special obligations, cf. the Norwegian Public Limited Liability Companies Act section 10-14 (2) no. 4. The authorisation comprise resolutions to merge pursuant to section 13-5 of the Norwegian Public Limited Liability Companies Act.
• 7. The board of directors is given authorisation to change the articles of association regarding the size of the share capital in accordance with such share capital increases as decided by the board of directors under this authorisation.
• 8. The authorisation is valid until the annual general meeting in 2017, however not later than 30 June 2017.

The Board's proposal for resolution under item 6

The Board proposes that the general meeting authorises the Board to acquire own shares with a par value of up to NOK 28,673,611 in the Company, corresponding to 10% of the current outstanding share capital. Such an authorisation will give the Board flexibility and modes of actions, inter alia, in connection with investments where the consideration may consist of shares in the Company or through buy-backs with a subsequent cancellation

The exercise of the authorisation will always be subject to the general principles on equal treatment of shareholders. An additional condition for exercise of the authorisation is sufficient equity balance and liquidity.

• 1. The board of directors is authorised to acquire own shares in the company, on one or several occasions with a par value of up to NOK 28,673,611. The authorisation also includes contract liens in the shares of the company.
• 1. The board of directors shall decide the manner of acquisition, disposition, transfer and/ or sale of own shares.
• 1. The Company can pay a minimum price of NOK 1 per share and maximum NOK 10 per share.
• 1. This authorisation is valid until the annual general meeting in 2017, however not later than 30 June 2017.

Ref no: PIN code:

Notice of Extraordinary General Meeting

An Extraordinary General Meeting of Saga Tankers ASA will be held on 11 February 2016 at 10.00 a.m. at Sjølyst Plass 2 ,3rd floor, 0278 Oslo, Norway

If the above-mentioned shareholder is an
enterprise, it will be represented by:

_________________________________________

Name of enterprise's representative (To grant a proxy, use the proxy form below)

Notice of attendance

The undersigned will attend the Extraordinary General Meeting on 11 February 2016 and vote for:

	Own shares
	Other shares in accordance with enclosed Power of Attorney
A total of	Shares

This notice of attendance must be received by DNB Bank ASA no later than 10 a.m. on 10 February 2016.

________________________________ _________________________________________________________________________

Notice of attendance may be sent electronically through the Company's website www.sagatankers.no or through VPS Investor Services. To access the electronic system for notification of attendance or to submit your proxy, through the Company's website, the above-mentioned reference number and PIN code must be stated. Notice of attendance may also be sent by e-mail: genf@dnb.no, or by regular mail to DNB Bank ASA, Registrar's Department, P.O.Box 1600 Sentrum, 0021 Oslo, Norway.

Place Date Shareholder's signature (If attending personally. To grant a proxy, use the form below)

Proxy (without voting instructions) Ref no: PIN code:

This proxy form is to be used for a proxy without voting instructions. To grant a proxy with voting instructions, please go to the next page.

If you are unable to attend the Extraordinary General Meeting in person, this proxy may be used by a person authorised by you, or you may send the proxy without naming the proxy holder, in such case, the proxy will be deemed to be given to the Chair of the Board of Directors or a person authorised by him.

The proxy form should be received by DNB Bank ASA, Registrar's Department no later than 10 a.m. on 10 February 2016.

The proxy may be sent electronically through Saga Tankers ASAs website http://www.sagatankers.no or through VPS Investor Services. It may also be sent by e-mail: genf@dnb.no. Regular mail to DNB Bank ASA, Registrar's Department, P.O.Box 1600 Sentrum, 0021 Oslo, Norway.

The undersigned ___________________________ hereby grants (tick one of the two):

the Chair of the Board of Directors (or a person authorised by him), or

_____________________________________________ (Name of proxy holder in capital letters)

a proxy to attend and vote for my/our shares at the Extraordinary General Meeting of Saga Tankers ASA on 11 February 2016.

________________________________ ___________ ____________________________________

Place Date Shareholder's signature (Signature only when granting a proxy)

With regard to rights of attendance and voting, reference is made to the Norwegian Public Limited Liability Companies Act, in particular Chapter 5. If the shareholder is a company, the company's certificate of registration must be attached to the proxy.

Proxy (with voting instructions) Ref no: PIN code:

This proxy form is to be used for a proxy with voting instructions. If you are unable to attend the Extraordinary General Meeting in person, you may use this proxy form to give voting instructions. You may grant a proxy with voting instructions to a person authorised by you, or you may send the proxy without naming the proxy holder, in which case the proxy will be deemed to have been given to the Chair of the Board of Directors or a person authorised by him.

The proxy form must be received by DNB Bank ASA, Registrar's Department, no later than 10 a.m. on 10 February 2016. It may be sent by e-mail: genf@dnb.no /regular mail to DNB Bank ASA, Registrar's Department, P.O.Box 1600 Sentrum, 0021 Oslo, Norway.

The undersigned: __________________________________ hereby grants (tick one of the two):

the Chair of the Board of Directors (or a person authorised by him), or

____________________________________

Name of proxy holder (in capital letters)

a proxy to attend and vote for my/our shares at the Extraordinary General Meeting of Saga Tankers ASA on 11 February 2016.

The votes shall be exercised in accordance with the instructions below. Please note that if any items below are not voted on (not ticked off); this will be deemed to be an instruction to vote "for" the proposals in the notice. However, if any motions are made from the floor in addition to or in replacement of the proposals in the notice, the proxy holder may vote or abstain from voting at his discretion. In such case, the proxy holder will vote on the basis of his reasonable understanding of the motion. The same applies if there is any doubt as to how the instructions should be understood. Where no such reasonable interpretation is possible, the proxy holder may abstain from voting.

Agenda Extraordinary General Meeting 11 February 2016	For	Against	Abstention
1. Opening of the General Meeting by the Chairman of the Board of Directors or the person he elects			
2. Election of a person to chair the General Meeting			
3. Election of a person to co-sign the minutes together with the Chairman of the General Meeting			
4. Approval of the summons and the agenda			
5. Proposal to authorise the Board of Directors to increase the share capital			
6. Proposal to authorise the Board of Directors to purchase own shares			

________________________________ ______________________________________________

Place Date Shareholder's signature (Only for granting proxy with voting instructions)

With regard to rights of attendance and voting, reference is made to the Norwegian Public Limited Liability Companies Act, in particular Chapter 5. If the shareholder is a company, the company's certificate of registration must be attached to the proxy.