Vow ASA — AGM Information 2016

May 12, 2016

M I N U T E S

OF

ANNUAL GENERAL MEETING

Year 2016 on 12 May at 13:00 CET, the Annual General Meeting (General Meeting) of Scanship Holding ASA took place. The General Meeting was held at the company's premises at Lysaker Torg 12, 1366 Lysaker in accordance with the notice.

The General Meeting was opened by Henrik Badin, appointed by the board, who recorded the attached list of the attending shareholders, cf. Appendix 1. Of the company's 95,505,525 outstanding shares, a total of 48 633 666 shares were represented, ie 50,9 % of shares outstanding.

In addition the company's Auditor, Asbjørn Rødal (EY) and the company's CFO, Christian Fr. Thyholdt, attended.

The following matters were to discussed:

• 1. Election of chairperson of the meeting
• 2. Approval of the notice and agenda
• 3. Election of one person to countersign the minutes
• 4. Approval of the annual accounts for the parent company and consolidated pr. 31.12.2015
• 5. Determination of remuneration for Board members
• 6. Determination of remuneration to the Nomination Committee
• 7. Approval of the auditor's remuneration for 2015
• 8. The Board's declaration regarding the determination of salary and other remuneration to senior executives of the Public Limited Companies Act § 6-16a
• 9. Corporate governance pursuant to Accounting Act § 3-3 b
• 10. Election of Board members
• 11. Election of Nomination Committee
• 12. Authorization to acquire own shares
• 13. Authorization to increase share capital in connection with the company's option program
• 14. Authorization to increase share capital by issuing new shares

1. Election of person to chairperson of the meeting

Henrik Badin was elected as chairperson of the meeting.

2. Approval of the notice and agenda

The Chair asked if there were any objections to the notice or the agenda. There were no objections and the notice and agenda were approved. The Chairman declared the General Meeting as lawfully convened.

3. Election of person to sign the minutes

Christian Fr. Thyholdt was elected to sign the minutes together with the Chairman.

4. Approval of the annual accounts for the parent company and consolidated pr. 31.12.2015

The Annual Accounts and Annual Report for Scanship Holding for 2015 and the auditor's report, was in accordance with sec. 8 of the Articles of Ass. made available on the company's website.

CEO Henrik Badin presented the annual report for 2015 for the Group's operations in 2015.

Certified public auditor Asbjørn Rødal from Ernst & Young AS presented the audit report for 2015, which was rendered without any remarks.

The shareholders were given the opportunity to ask questions.

In line with the Board's proposal, the General Meeting unanimously adopted the following resolution: Annual Report and Accounts for 2015 Scanship Holding ASA and consolidated accounts for 2015 Scanship Holding Group, as reflected in the annual report for 2015 are approved.

The General Meeting decided unanimously that the deficit of NOK 128 296 262 is transferred to other equity.

5. Determination of remuneration for Board members

The General Meeting unanimously adopted the following resolution:

Remuneration on an annual basis to the Board Members for 2016 The Chairman: NOK 300,000 - Board member: NOK 200,000, - (each)

6. Determination of remuneration to the Nomination Committee

The General Meeting unanimously adopted the following resolution:

Remuneration on an annual basis to the Nomination Committee for the 2016: Leader of nomination Committee: NOK 10,000, - Member of nomination Committee: NOK 10,000, -

7. Approval of auditors fees

The General Meeting unanimously adopted the following resolution:

The auditor's fee for auditing in 2015 totaled NOK 580 000 and was approved.

8. Board' statement on the establishment of salaries and other remuneration to senior executives

The General Meeting reviewed the declaration on salary and other remuneration to senior executives. The declaration is in accordance with Article § 8 available on the company's website.

The General Meeting unanimously adopted the following resolutions in the advisory vote on the Board's guidelines for determining salaries and other remuneration to senior executives in 2016:

General Meeting recommends the board to comply with the Board's guidelines for remuneration to senior executives in 2016.

The General Meeting then passed the following unanimous resolution on the Board's guidelines regarding the share programs as described in the statement:

The General Meeting approves the Board's guidelines on share programs in accordance with the Board's guidelines for remuneration to senior executives.

9. Corporate governance pursuant to the Accounting Act § 3-3 b

The General Meeting dealt with the report on corporate governance that has been prepared in accordance with the Accounting Act § 3-3b. The statement is contained in the document "Erklæring om eierstyring og selskapsledelse 2015" on its web site.

10. Election of Board members

The following were unanimously elected as directors of the Board for the period up to the annual general meeting in 2018:

Tore Enger, Chairman Susanne Schneider, board member John Herman Marcussen, board member

11. Election of Nomination Committee

The following were unanimously elected as nomination committee for the period up to the annual general meeting in 2017:

Even Bratsberg, leader Tore Enger

12. Authorisation to acquire own shares

The chairman explained the proposal.

The General Meeting unanimously adopted the following resolution:

• (i) Pursuant to Section 9-4 of the Norwegian Public Limited Companies Act, the Board is granted authorisation to acquire shares with a total nominal value by up to NOK 955,055.20.
• (ii) The highest amount which can be paid per share is NOK 6 and the lowest is NOK 0.10.
• (iii) The Board is authorised to acquire and sell shares as the Board finds it appropriate, provided however that acquired shares may only be used as part of incentive arrangements or as consideration in or to finance acquisitions. Acquisition of shares can nevertheless not be done by subscription to new shares.
• (iv) The authorisation is valid until the earlier of the annual general meeting in 2017 and 30 June 2017.

13. Authorisation for the Board to increase share capital in connection with the company's option program

The General Meeting unanimously adopted the following resolution:

• (i) Pursuant to Section 10-14 of the Norwegian Public Limited Companies Act, the Board is granted authorisation to increase the Company's share capital by up to NOK 150,000.
• (ii) The authorisation can be used in connection with incentive programs.
• (iii) The shareholders' preferential rights can be deviate pursuant to Section 10-4 of the Norwegian Public Limited Companies Act.
• (iv) The authorisation does not include share capital increase against contribution in kind etc, pursuant to Section 10-2 of the Norwegian Public Limited Companies Act.
• (v) The authorisation does not comprise share capital increase in connection with mergers pursuant to Section 13-5 of the Norwegian Public Limited Companies Act
• (vi) The authorisation is valid until the earlier of the annual general meeting in 2017 and 30 June 2017.

14. Authorization to increase share capital by issuing new shares

The General Meeting unanimously adopted the following resolution:

• (i) Pursuant to Section 10-14 of the Norwegian Public Limited Companies Act, the Board is granted authorisation to increase the Company's share capital by up to NOK 955,055.20.
• (ii) The authorisation can be used to carry out share issues for strengthening equity / liquidity.
• (iii) The shareholders' preferential rights can be deviate pursuant to Section 10-4 of the Norwegian Public Limited Companies Act.
• (iv) The authorisation does comprise share capital increase in connection with mergers pursuant to Section 13-5 of the Norwegian Public Limited Companies Act
• (v) The authorisation is valid until the earlier of the annual general meeting in 2017 and 30 June 2017.

There were no further matters on the agenda.

The Chairman thanked for their attendance and declared the meeting adjourned.

Lysaker, 12 May 2016

_____________________ ___________________ Henrik Badin Christian Fr. Thyholdt (Chairman of the meeting)