Wallenius Wilhelmsen

AGM Information • May 3, 2016

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 Tuesday 3 May 2016 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.

189,878,240 of a total of 220,000,000 shares and votes were represented, or approximately 86,31% of the Company's share capital. The list was approved by the General Meeting.

Board members in attendance:	Thomas Wilhelmsen (chairman), Diderik Børsting Schnitler
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 Fredrik Melle.

The following matters were discussed:

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 12 April 2016. 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 noted that re-election of the members of the nomination committee was left out of the notice, but that this item would be added to item 8, cf. the Norwegian Public Limited Liability Companies Act section 5-14.

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

Hiva Ghiri was elected to co-sign the minutes together with the chairman of the meeting.

The decision was unanimous.

Approval of the annual accounts and the annual report for Wilh. Wilhelmsen ASA for the $\overline{3}$ financial year 2015, 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 2015, 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 2015 together with the auditor's report, were presented. 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 2015 was approved. Due to the demerger of company's investment in Hyundai Glovis, the General Meeting made the following resolution:

"There will be no dividend payout for the financial year 2015"

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

$\overline{4}$ 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 2015 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.

Statement on corporate governance pursuant to Section 3-3b of the Norwegian 5 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.

6 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 2015 of NOK 714,000 (ex VAT).

The chairman of the meeting informed about the remuneration to the auditor for other services to the Company and the group for 2015.

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

Determination of the remuneration to the members of the board of directors $\overline{7}$

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 2015 to the annual general meeting in 2016:

"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.

8 Determination of the remuneration to the members of the nomination committee – re-election

In accordance with the nomination committee's proposal, the General Meeting passed the following resolution regarding re-election of and remuneration to the members of the nomination committee for the period from the annual general meeting in 2015 to the annual general meeting in 2016:

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

The members of the nomination committee is re-elected for two years."

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

$\mathbf{9}$ 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:

"Marianne Lie and Christian Berg 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.

10 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.
• 1. The authorisation is valid until the Company's annual general meeting in 2017, but no longer than to 30 June 2017.
• 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 2015.

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

Hiva Ghiri

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: 03/05/2016 09.00 Today: 03.05.2016

Number of persons with voting rights represented/attended: 10

	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	8,014,216	3.64%
Represented by advance vote	9,233	$0.00 \%$
Sum own shares	8,023,449	3.65%
Represented by proxy	1,597,049	0.73%
Represented by voting instruction	180,257,742	81.94 %
Sum proxy shares	181,854,791	82.66 %
Total represented with voting rights	189,878,240	86.31 %
Total represented by share capital	189,878,240 86.31 %

Registrar for the company:

NORDEA BANK NORGE ASA

Signature company: WILH. WILHELMSEN ASA

Attendance List Attendance WILH. WILHELMSEN ASA 03/05/2016

Ref no	First Name	Company/Last name	Repr. by	Participant	Share	Own	Proxy	Total	% sc	% represented	% registered
					Ordinær	9,233	$\circ$	9,233	0.00%	0.01%	0.01%
26		FOLKETRYGDF ONDET	Knut Johan Amholdt	Share Holder	Ordinær	7,628,031	$\circ$	7,628,031	3.47%	4.02%	4.02%
398		AS WINGANA	Christian Due	Share Holder	Ordinær	280,000	$\circ$	280,000	0.13%	0.15%	0.15%
976		SJEL INVEST AS		Share Holder	Ordinær	63,988	$\circ$	63,988	0.03%	0.03%	0.03%
1388	JAN EYVIN	WANG		Share Holder	Ordinær	36,246	$\circ$	36,246	0.02%	0.02%	$0.02\%$
5066		HARDANGER.C 0 AS	Geir Johan Vik	Share Holder	Ordinær	4,400	$\circ$	4,400	0.00%	0.00%	0.00%
13128	LEIF TERJE	LØDDESØL		Share Holder	Ordinær	1,033	$\circ$	1,033	0.00%	0.00%	0.00%
19943	TOR	STEENFELDT- GJERSØE		Share Holder	Ordinær	518	$\circ$	518	0.00%	0.00%	0.00%
35105		STYRETS LEDER		Proxy Solicitor	Ordinær	$\circ$	1,595,524	181,850,366	82.66%	95.77%	95.72%
35576	Administrerende direktør	Wilh. Wilhelmsen ASA		Proxy Solicitor	Ordinær	$\circ$	1,525	1,525	0.00%	0.00 %	0.00%
37192		Hedvig Juell		Proxy Solicitor	Ordinær	$\circ$	$\circ$	2,900	0.00%	0.00%	0.00%

Protocol for general meeting WILH. WILHELMSEN ASA

ISIN: NO0010571680 WILH. WILHELMSEN ASA General meeting date: 03/05/2016 09.00 Today: 03.05.2016

Shares class	FOR	Against	Abstain Poll in			Poll not registered Represented share with voting rights
Agenda item 1 Adoption of the notice and the agenda
Ordinær	189,878,240	0	0	189,878,240	$\mathbf{0}$	189,878,24
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 %	86.31 %	0.00%	0.00%	86.31 %	0.00%
Total	189,878,240	0	0	189,878,240	$\mathbf 0$	189,878,24
Agenda item 3 Proposal for dividend
Ordinær	189,878,240	0	$\Omega$	189,878,240	0	189,878,24
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 %	86.31 %	0.00%	$0.00 \%$	86.31 %	0.00%
Total	189,878,240	0		0 189,878,240	0	189,878,24
Agenda item 4 Declaration from the board on stipulation of salary and other remuneration for leading employee
Ordinær	187,120,593	2,757,647	0	189,878,240	0	189,878,24
votes cast in %	98.55 %	1.45 %	$0.00 \%$
representation of sc in %	98.55 %	1.45 %	$0.00 \%$	100.00 %	0.00%
total sc in %	85.06 %	1.25 %	0.00%	86.31 %	0.00%
Total	187,120,593 2,757,647			0 189,878,240	0	189,878,24
Agenda item 6 Approval of the fee to the company?s auditor
Ordinær	189,878,140	0	100	189,878,240	0	189,878,24
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 %	86.31 %	0.00%	$0.00 \%$	86.31 %	0.00%
Total	189,878,140	0		100 189,878,240	$\bf{0}$	189,878,24
Agenda item 7 Determination on the remuneration for the members of the board of directors
Ordinær	189,878,140	100	0	189,878,240	0	189,878,24
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 %	86.31 %	$0.00 \%$	$0.00 \%$	86.31 %	0.00%
Total	189,878,140	100		0 189,878,240	0	189,878,24
Agenda item 8 Determination on the remuneration to the members of the nomination committee
Ordinær	189,878,140	100	0	189,878,240	0	189,878,24
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 %	86.31 %	0.00%	0.00%	86.31 %	0.00%
Total	189,878,140	100		0 189,878,240	0	189,878,24
Agenda item 9 Election of members of the board of directors
Ordinær	188,727,828	1,150,412	0	189,878,240	0	189,878,24
votes cast in %	99.39 %	0.61%	0.00%

Shares class	FOR	Against	Abstain Poll in		Poll not registered	Represented share with voting rights
representation of sc in %	99.39 %	0.61%	$0.00 \%$	100.00 %	$0.00 \%$
total sc in %	85.79 %	0.52%	$0.00 \%$	86.31 %	$0.00 \%$
Total	188,727,828 1,150,412		$\mathbf{o}$	189,878,240	$\Omega$	189,878,24
Agenda item 10 Authorization to the board of directors to increase the share capital
Ordinær	189,878,240	0	0	189,878,240	0	189,878,24
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 %	86.31 %	$0.00 \%$	$0.00 \%$	86.31 %	$0.00 \%$
Total	189,878,240	$\bf o$	0	189,878,240	$\bf{o}$	189,878,24

Registrar for the company: Signature company: NORDEA BANK NORGE ASA WILH. WILHELMSEN ASA

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