Wallenius Wilhelmsen

AGM Information • Apr 23, 2015

MINUTES OF ANNUAL GENERAL MEETING IN WILH. WILHELMSEN ASA

The annual general meeting on Wilh. Wilhelmsen ASA, reg no 995 216 604, (the "Company") was held on Thursday 23 April 2015 at 09:00 hours (CET) at the Company's premises at Strandveien 20 in Lysaker, Norway.

In accordance with Article 7 of the Articles of Association, the General Meeting was opened and chaired by the chairman of the board of directors, Mr. Thomas Wilhelmsen, who also registered the shareholders attending. A list of the attending shareholders, including number of shares and votes is enclosed to the minutes.

192,604,668 of a total of 220,000,000 shares and votes were represented, or approximately 87,55% of the Company's share capital. The list was approved by the General Meeting.

Board members in attendance:	Diderik Schnitler (chairman), Thomas Wilhelmsen and Nils Petter Dyvik.
Management in attendance:	CEO Jan Eyvin Wang and CFO Benedicte Bakke Agerup.
Protocol:	Company Secretary Morten Aaserud

It was also reported that the Company's auditor, PricewaterhouseCoopers AS (PwC), was present and represented by certified auditor Rita Granlund and certified auditor Fredrik Melle.

The following matters were discussed:

$\mathbf{1}$ Adoption of the notice and the agenda

It was noted that the notice to the General Meeting had been sent to all shareholders with a known place of residence on 27 March 2015. On the same date, the notice had also been made available on the Company's website and published as a stock exchange announcement.

The chairman of the meeting raised the question whether there were any objections to the notice or the agenda. No such objections were made and the notice and the agenda were approved. The chairman of the meeting declared the General Meeting as lawfully convened.

$\overline{2}$ Election of a person to co-sign the minutes

Hedvig Juell was elected to co-sign the minutes together with the chairman of the meeting.

The decision was unanimous.

$7.6$

3 Approval of the annual accounts and the annual report for Wilh. Wilhelmsen ASA for the financial year 2014, including the consolidated accounts for the group and distribution of dividend

The board of directors' proposal to the annual accounts and the annual report for Wilh. Wilhelmsen ASA for the financial year 2014, together with the auditor's report, was, pursuant to the last paragraph of Article 7 of the Articles of Association, made available on the Company's website.

The annual accounts and the annual report for the financial year 2014, including the board of directors' proposal to distribute a dividend of NOK 1.00 per share, together with the auditor's report, were presented.

In connection with the presentation of the annual accounts, CFO Benedicte Bakke Agerup gave an orientation on the Company's position and an account for the main features in the annual accounts.

The board of directors' proposal to the annual accounts and annual report for Wilh. Wilhelmsen ASA for the financial year 2014 was approved. In accordance with the board of directors' proposal, the General Meeting passed the following resolution regarding distribution of dividend:

"A dividend of NOK 1.00 per share is distributed. The dividend accrues to the Company's shareholders as of 23 April 2015."

Expected payment of dividends is around 7 May 2015.

The decision was approved with a majority vote, cf. the attachment with overview of the votes.

$\overline{\mathbf{4}}$ Authorisation to the board of directors to pay additional dividends

In accordance with the board's proposal, the General Meeting passed the following resolution:

"The board of directors is hereby authorised to distribute additional dividends based on the company's approved annual accounts for 2014. The authorisation may not be used to resolve to distribute additional dividends which exceed NOK 1.25 per share. The authorisation is valid until the annual general meeting in 2016, but no longer than to 30 June 2016."

The decision was approved with a majority vote, cf. the attachment with overview of the votes.

5 Statement from the board of policy on salary and other remuneration for leading employees

The general meeting presented the board's statement of policy on salary and other remuneration for leading employees. The statement is included as note 16 on page 87 in the annual report for 2014 which is made available on the Company's website.

The chairman of the meeting informed that the Company had received some votes against the declaration on salary for leading employees. The general meeting then voted in favour of the declaration, cf. the attachment with overview of the votes.

$6\phantom{a}$ Statement on corporate governance pursuant to Section 3-3b of the Norwegian Accounting Act

The chairman of the meeting described the main contents of the statement on corporate governance submitted in connection with Section 3-3b of the Norwegian Accounting Act. No remarks to the statement were made by the General Meeting.

$\overline{7}$ Approval of the fee to the Company's auditor

It was resolved to approve PricewaterhouseCoopers AS' fee for audit of Wilh. Wilhelmsen ASA for the financial year 2014 of NOK 700,000 (ex VAT).

The chairman of the meeting informed about the remuneration to the auditor for other services to the Company and the group for 2014.

The decision was approved with a majority vote, cf. the attachment with overview of the votes.

8 Determination of the remuneration to the members of the board of directors

In accordance with the nomination committee's proposal, the General Meeting passed the following resolution regarding remuneration to the members of the board of directors for the period from the annual general meeting in 2014 to the annual general meeting in 2015:

"The three board members who do not have an employment relationship in the group receives a fee of NOK 325,000 each."

The decision was unanimous.

9 Determination of the remuneration to the members of the nomination committee

In accordance with the nomination committee's proposal, the General Meeting passed the following resolution regarding remuneration to the members of the nomination committee for the period from the annual general meeting in 2014 to the annual general meeting in 2015:

"The chairman of the nomination committee:	NOK 35,000
The other members:	NOK 25,000"

The decision was approved with a majority vote, cf. the attachment with overview of the votes.

10 Election of members to the board of directors

The nomination committee's proposal regarding election of member of the board of directors was accounted for, including the proposed term of election.

In accordance with the nomination committee proposal, the General Meeting passed the following resolution regarding election of board of directors:

"Thomas Wilhelmsen, Diderik Schnitler og Bente Brevik are elected as board of directors for a period of two years."

The decision was approved with a majority vote, cf. the attachment with overview of the votes.

$11$ Authorisation to the board of directors to increase the share capital

In accordance with the board of directors' proposal, the General Meeting passed the following resolution regarding authorisation to the board of directors to increase the share capital:

1. In accordance with Section 10-14 of the Norwegian Public Limited Liability Companies Act, the board of directors is granted an authorisation to increase the Company's share capital by up to 22,000,000.

TW

• 1. The authorisation is valid until the Company's annual general meeting in 2016, but no longer than to 30 June 2016.
• 1. The preferential right of the existing shareholders to subscribe for the new shares pursuant to Section 10-4 of the Norwegian Public Limited Liability Companies Act may be deviated from.
• 1. The authorisation does comprise share capital increase against contribution in kind, cf Section 10-2 of the Norwegian Public Limited Liability Companies Act.
• 1. The authorisation does not comprise share capital increase in connection with mergers pursuant to Section 13-5 of the Norwegian Public Limited Liability Companies Act.
• 1. Upon registration with the Norwegian Register of Business Enterprises, the authorisation will replace the authorisation granted to the board of directors at the annual general meeting on 24 April 2014.

The decision was approved with a majority vote, cf. the attachment with overview of the votes.

$+ + +$

There were no further matters to address.

The General Meeting was then adjourned.

Thomas Wilhelmsen Sign.

$\mathcal{V}_{\mathcal{S}}$ Hedvig Juel

Appendix:

List of the attending shareholders, with specification of the number of shares and votes they represented in their own name and as proxy

Total Represented

ISIN:	NO0010571680 WILH. WILHELMSEN ASA
General meeting date: 23/04/2015 09.00
Today:	23.04.2015

Number of persons with voting rights represented/attended: 14

	Number of shares % sc
Total shares	220,000,000
- own shares of the company	0
Total shares with voting rights	220,000,000
Represented by own shares	11,289,947	5.13 %
Represented by advance vote	9,169	0.00%
Sum own shares	11,299,116	5.14%
Represented by proxy	163,444,878	74.29 %
Represented by voting instruction	17,860,674	8.12 %
Sum proxy shares	181,305,552 82.41 %
Total represented with voting rights	192,604,668 87.55 %
Total represented by share capital	192,604,668 87.55 %

Registrar for the company:

NORDEA BANK NORGE ASA

Inh Byc

Signature company:

WILH. WILHELMSEN ASA

Attendance List Attendance WILH. WILHELMSEN ASA 23/04/2015

% registered	0.01%	94.12%	0.00 %	5.63%	0.15%	$0.03\%$	$0.03\%$	0.01%	0.00%	0.00%	0.00%	0.00%	0.00 %	0.00%	0.00%
% represented	0.01%	94.13%	0.00%	5.63%	0.15%	0.03%	$0.03\%$	0.01%	0.00%	0.00%	$0.00\%$	0.00%	0.00%	0.00%	0.00%
$%$ sc	0.00%	82.41%	0.00 %	4.93%	0.13%	$0.03\%$	0.03%	0.01%	0.00%	0.00 %	0.00 %	0.00%	0.00 %	0.00 %	0.00 %
Total	9,169	181,303,052	1,600	10,851,515	280,000	63,988	60,000	25,246	4,400	2,500	1,033	518	417	330	900
Proxy	$\circ$	163,442,378	1,600	$\circ$	$\circ$	$\circ$	$\circ$	$\circ$	$\circ$	$\circ$	$\circ$	$\circ$	$\circ$	$\circ$	900
Own	9,169	$\circ$	$\circ$	10,851,515	280,000	63,988	60,000	25,246	4,400	2,500	1,033	518	417	330	$\circ$
Share	Ordinær	Ordinær	Ordinær	Ordinær	Ordinær	Ordinær	Ordinær	Ordinær	Ordinær	Ordinær	Ordinær	Ordinær	Ordinær	Ordinær	Ordinær
Participant		Proxy Solicitor	Proxy Solicitor	Share Holder	Share Holder	Share Holder	Share Holder	Share Holder	Share Holder	Share Holder	Share Holder	Share Holder	Share Holder	Share Holder	Proxy Solicitor
Repr. by				NILS BASTIANSEN	Christian Due	Sjur Galtung	Diderik Schnitler		$\cdot$					¥,
Company/Last name		Styrets formann	Administrerende direktør	FOLKETRYGDF ONDET	AS WINGANA	SJEL INVEST AS	LØKTA AS	WANG	HARDANGER.C O AS	FODEN	LØDDESØL	STEENFELDT- GJERSØE	FOTLAND	HENRIK BØHM AS	lleul
First Name								JAN EYVIN		JOHAN ARNT	LEIF TERJE	TOR	OTTO		Hedvig
Ref no		$\frac{8}{2}$	26	42	448	927	976	1594	4648	6361	11221	17558	19786	22327	35238

24

$\frac{1}{1}$

Protocol for general meeting WILH. WILHELMSEN ASA

					NO0010571680 WILH. WILHELMSEN ASA	ISIN:
						General meeting date: 23/04/2015 09.00
					23.04.2015	Today:
with voting righ	Poll not registered Represented sh	Poll in	Abstain	Against	FOR	Shares class
						Agenda item 1 Adoption of the notice and the agenda
192,604	0	192,604,668	1,000	0	192,603,668	Ordinær
			$0.00 \%$	0.00%	100.00 %	votes cast in %
	0.00%	100.00 %	$0.00 \%$	0.00%	100.00 %	representation of sc in %
	0.00%	87.55 %	$0.00 \%$	$0.00 \%$	87.55 %	total sc in %
192,604	0	1,000 192,604,668		0	192,603,668	Total
						Agenda item 3 Adoption of the annual rep. and acc. for Wilh. Wilhelmsen ASA for the financial year 2014, inc. gr contribution and payment of dividend
192,604	0	192,604,668	1,000	0	192,603,668	Ordinær
			$0.00 \%$	0.00%	100.00 %	votes cast in %
	0.00%	100.00 %	$0.00 \%$	0.00%	100.00 %	representation of sc in %
	0.00%	87.55 %	0.00%	0.00%	87.55 %	total sc in %
192,604	0	1,000 192,604,668		$\bf{0}$	192,603,668	Total
						Agenda item 4 Proposal for authorisation to the board of directors to pay dividends
192,604	0	192,604,668	0	0	192,604,668	Ordinær
			0.00%	$0.00 \%$	100.00 %	votes cast in %
	$0.00 \%$	100.00 %	0.00%	$0.00 \%$	100.00 %	representation of sc in %
	0.00%	87.55 %	0.00%	$0.00 \%$	87.55 %	total sc in %
192,604	0	0 192,604,668		0	192,604,668	Total
						Agenda item 5 Declaration from the board on stipulation of salary and other remuneration for leading employee
192,604	0	192,604,668	1,000	4,471,618	188,132,050	Ordinær
			0.00%	2.32%	97.68 %	votes cast in %
	0.00%	100.00 %	$0.00 \%$	2.32%	97.68 %	representation of sc in %
	0.00%	87.55 %	0.00%	2.03 %	85.52 %	total sc in %
192,604,	O	1,000 192,604,668			188,132,050 4,471,618	Total
					Agenda item 7 Approval of the fee to the company's auditor
192,604	0	192,604,668	1,050	0	192,603,618	Ordinær
			0.00%	$0.00 \%$	100.00 %	votes cast in %
	0.00%	100.00 %	0.00%	0.00%	100.00 %	representation of sc in %
	$0.00 \%$	87.55 %	0.00%	0.00%	87.55 %	total sc in %
192,604	0	1,050 192,604,668		0	192,603,618	Total
						Agenda item 8 Determination on the remuneration for the members of the board of directors
	0	192,604,668	1,000	50	192,603,618	Ordinær
			$0.00 \%$	0.00%	100.00 %	votes cast in %
	0.00%	100.00 %	0.00%	0.00%	100.00 %	representation of sc in %
192,604	0.00%	87.55 %	$0.00 \%$	$0.00 \%$	87.55 %	total sc in %
192,604,	0	1,000 192,604,668		50	192,603,618	Total
192,604	0	192,604,668	1,000	50	192,603,618	Agenda item 9 Determination on the remuneration to the members of the nomination committee Ordinær

https://investor.vps.no/gm/votingResultTotalMinutes.htm?_menu=true&fromMain=T... 23.04.2015

Shares class	FOR	Against	Abstain	Poll in	Poll not registered Represented sh	with voting righ
votes cast in %	100.00 %	$0.00 \%$	$0.00 \%$
representation of sc in %	100.00 %	$0.00 \%$	0.00%	100.00 %	0.00%
total sc in %	87.55 %	$0.00 \%$	0.00%	87.55 %	0.00%
Total	192,603,618	50	1,000	192,604,668	$\bf{o}$	192,604
Agenda item 10 Election of members of the board of directors
Ordinær	191,360,528	50	1,244,090	192,604,668	0	192,604
votes cast in %	99.35 %	$0.00 \%$	0.65%
representation of sc in %	99.35 %	$0.00 \%$	0.65%	100.00 %	0.00%
total sc in %	86.98 %	$0.00 \%$	0.57%	87.55 %	0.00%
Total	191,360,528			50 1,244,090 192,604,668	$\bf{0}$	192,604
Agenda item 11 Authorisation to the board of directors to increase the share capital
Ordinær	192,604,668	0	0	192,604,668	0	192,604
votes cast in %	100.00 %	$0.00 \%$	0.00%
representation of sc in %	100.00 %	$0.00 \%$	$0.00 \%$	100.00 %	$0.00 \%$
total sc in %	87.55 %	$0.00 \%$	0.00%	87.55 %	0.00%
Total	192,604,668	0	$\mathbf 0$	192,604,668	0	192,604

Registrar for the company:

Signature company:

WILH. WILHELMSEN ASA

NORDEA BANK NORGE ASA

$\overline{C}$

Share information

Name	Total number of shares Nominal value Share capital		Voting rights
Ordinær	220,000,000	1.00 220,000,000.00 Yes
Sum:

§ 5-17 Generally majority requirement
requires majority of the given votes

§ 5-18 Amendment to resolution Requires two-thirds majority of the given votes
like the issued share capital represented/attended on the general meeting