Wallenius Wilhelmsen

AGM Information • Apr 25, 2018

MINUTES OF ANNUAL GENERAL MEETING IN WALLENIUS WILHELMSEN LOGISTICS ASA

The annual general meeting of Wallenius Wilhelmsen Logistics ASA, reg no 995 216 604, (the "Company") was held on Wednesday 25 April 2018 at 13:00 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. Håkan Larsson, who also registered the shareholders attending. A list of the attending shareholders, including number of shares and votes, is enclosed to the minutes.

358,074,396 of a total of 423,104,938 shares and votes were represented, or approximately 84.63% of the Company's share capital. The list was approved by the General Meeting.

Board members in attendance:	Lars Håkan Larsson (Chairman), Thomas Wilhelmsen
Management in attendance:	CEO Craig Jasienski and CFO Rebekka Herlofsen
Protocol:	WWL Company Secretary Kristin Schjødt Bitnes

It was also reported that the Company's auditor, PricewaterhouseCoopers AS (PwC), was present and represented by certified auditor Biørn Lund.

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 04 April 2018. 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.

2. Election of a person to co-sign the minutes

Kristin Schjødt Bitnes was elected to co-sign the minutes together with the chairman of the meeting.

The decision was unanimous

3. Approval of the annual accounts and the annual report for the financial year 2017

The board of directors' proposal to the annual accounts and the annual report for Wallenius Wilhelmsen Logistics ASA for the financial year 2017, 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.

In connection with the presentation of the annual accounts, CEO Craig Jasienski and CFO Rebekka Herlofsen gave an account of the Company's activities, position and the main features of the annual accounts.

The board of directors' proposal to the annual accounts and annual report for Wallenius Wilhelmsen Logistics ASA for the financial year 2017 was approved.

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

4. Statement on the remuneration for senior executives

The board of directors' declaration on stipulation of salary and other remuneration for senior executives was considered by the General Meeting.

The declaration is included as note 14 to the annual report for Wallenius Wilhelmsen Logistics ASA for the financial year 2017, which is made available on the Company's website.

The General Meeting then voted in favour of the declaration.

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

The chairman of the board of directors 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 Wallenius Wilhelmsen Logistics ASA for the financial year 2017 of NOK 800,000 (ex VAT).

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

7. Determination of the remuneration for 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 2017 to the annual general meeting in 2018;

" The chairman of the board:	NOK 1,500,000
The other board members:	NOK 500,000"

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 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 2017 to the annual general meeting in 2018;

" The chairman of the nomination committee:	NOK 50,000
The other members:	NOK 30,000"

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

9. Determination on the remuneration to the members of the audit committee

In accordance with the nomination committee's proposal, the General Meeting passed the following resolution regarding remuneration to the members of the audit committee for the period from the annual General Meeting in 2017 to the annual general meeting in 2018:

"The chairman of the audit committee: NOK 50,000 The other members: NOK 35,000"

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

10. Authorisation of the board of directors to acquire shares in the company

In accordance with the board of directors' proposal, the General Meeting passed the following resolution regarding authorisation to the board of directors to acquire shares in the company:

• 1. Pursuant to Section 9-4 of the Norwegian Public Limited Liability Companies Act, the board of directors is granted an authorisation to, on behalf of the company, acquire own shares with a total nominal value up to NOK 22,001,456 which equals 10% of the current share capital.
• 1. The maximum amount to be paid for each share is NOK 200 and the minimum amount is NOK 0.52.
• 1. Acquisition and sale of own shares may take place in any way the board of directors finds appropriate, however, not by way of subscription.
• 1. The authorisation is valid until the company's annual general meeting in 2019, but no longer than 30 June 2019

11. Authorisation of 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:

• $\mathcal{I}$ Pursuant to Section 10-14 of the Norwegian Public Limited Liability Companies Act, the board of directors is granted an authorisation to increase the share capital by up to 10% of the share capital of the company, i.e. up to NOK 22,001,456.
• $2.$ The shareholders preferential right to the new shares pursuant to o Section 10-2 of the Norwegian Public Limited Liability Companies Act may be deviated from.
• The authorisation may comprise share capital increases against contributionin kind, cf. Section 10-2 of $\mathcal{S}$ . the Norwegian Public Limited Liability Companies Act.
• The authorisation may comprise share capital increase in connection with mergers pursuant to Section $\overline{4}$ . 13-5 of the Norwegian Public Limited Liability Companies Act.
• From the time of registration of this authorisation in the Norwegian Register of Business Enterprises, this 5. authorisation shall replace the authorisation to increase the share capital granted to the board of directors at the annual general meeting held on 20 June 2017.
• 1. The authorisation is valid from registration with the Norwegian Corporate Register until the company's annual general meeting in 2019, but no longer than 30 June 2019".

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

12. Change of company name and amendment to the articles of association

In accordance with the board of directors' proposal, the General Meeting passed the following resolution regarding the change of the company's name and amendment of the articles of association

"The company's name is Wallenius Wilhelmsen ASA. The Company is a public liability company."

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

$\star \star \star$

There were no further matters to address.

The General Meeting was then adjourned.

Lars Håkan Larsson

Sign.

Kristin Schjødt Bitnes

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 WALLENIUS WILHELMSEN LOGISTICS AS
General meeting date: 25/04/2018 13.00
Today:	25.04.2018

Number of persons with voting rights represented/attended: 14

	Number of shares % sc
Total shares	423,104,938
- own shares of the company	0
Total shares with voting rights	423,104,938
Represented by own shares	10,619,092	2.51%
Represented by advance vote	8,765	$0.00 \%$
Sum own shares	10,627,857	2.51%
Represented by proxy	161,160,705	38.09 %
Represented by voting instruction	186,285,834	44.03 %
Sum proxy shares	347,446,539	82.12 %
Total represented with voting rights	358,074,396	84.63 %
Total represented by share capital	358,074,396	84.63 %

Registrar for the company:

NORDEA BANK AB (PUBL), FILIAL NORGE

et l

Signature company:

WALLENIUS WILHELMSEN LO

46938	46094	45055	16253	16220	8896	9186	0118	1,209	2108	1618	6291	$\frac{151}{2}$	$\mathbf{r}$		Ref no
	Anders	Håkan Larsson	AGE STURTZEL	LEIF TERJE	OLLO	ANNA SYLVI BIRGITTA	KIRSTEN								First Name
Thomas. Wilhelmsen	Thyberg	Chaiman of the board	HOLM	10330001	FOTLAND	LARSSON	HAUNE	ULLERNSHIP ULLERNSHIP	LILLING AS	KIRO INVEST AS	LØKTA AS	SJEL INVEST AS	FOLKETRYGDF ONDET		Company/Last name
								×	Tollet Schiander	Thomas Wilhelmsen	Diderik Schniter	Sjur Galtung	OLE JAKOB HUNDSTAD		Repr. by
Proxy Solicitor	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		Participant
Ordinær	Ordinier	Ordinær	Ordinær	Ordinær	Ordinær	Ordinær	Ordinası	Ordinær	Ordinær	Ordinær	Ordinær	Ordinas	Ordinær	Ordinær	Share
$\circ$	۰	O	550 1	1.033	2,417	2,500	3.099	000'S	15,800	42,000	60,000	63,988	10,422,222	5.765	$\frac{1}{2}$
1, 151, 195	160,000 000	0106	۰	$\bullet$	$\circ$	0	$\bullet$	$\circ$	Ó	o	$\circ$	$\circ$	۰	$\circ$	braid
161,151,195	160,000,000	26,295,344	1,033	$\epsilon$ or $\epsilon$	2,417	2,500	S60'c	ooo's	15,800	42,000	00019	83.988	10 422,222	8,765	Total
% 60 BC	%2816	6.22.9	% 00 %	96.00%	% 00°0	% 00°0	% 00'0	%00.0	% 00'0	0.01%	96100	0.02%	2.46%	% 00.0	os %
45.01%	44.68%	7.34%	%000	% 00.0	9% 00 0	% 00 0	9,000	% 00 0	%000	8.01%	% 20'0	0.02%	%182	9% DD 39	% represented
45.00%	44.68%	7.34%	%00.0	96000	%000	96.00%	0.00%	% 00 0	% 00'0	96100	9, 2010	% Z0'0	291%	96 00 %	% registered

Attendance List Attendance WALLENIUS WILHELMSEN LOGISTICS ASA 25/04/2018

$\frac{1}{\sqrt{2}}$

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Protocol for general meeting WALLENIUS WILHELMSEN LOGISTICS ASA

$\frac{1}{2}$ ISIN: NO0010571680 WALLENIUS WILHELMSEN LOGISTICS ASA

		.
	General meeting date: 25/04/2018 13.00

Today: 25.04.2018

Shares class	FOR.	Against	Abstain	Poll in		Poll not registered Represented shares with voting rights
Agenda item 1 Adoption of the notice and the agenda
Ordinær	358,074.396	o	o	358,074,396	o	358,074,396
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 % Total	-84.63%	0.00%	$0.00 \%$	84.63%	0.00 %
	358,074,396	o		0 358,074,396	o	358.074,396
Agenda item 2 Election of one person to co-sign the minutes, to be proposed in the general meeting Ordinær	358,074 396	O
votes cast in %	100.00%	$0.00 \%$	٥ 0.00%	358,074,396	٠O	358,074,396
representation of sc in %	100.00 %	$0.00 \%$	0.00%	100.00 %
total sc in %	84.63%	0.00 %	0.00 %	84.63%	0.00 %
Total	358,074,396	0		0 358 074,396	$0.00 \%$ 0
Agenda item 3 Approval of the annual accounts and the annual report for the financial year 2017						358.074,396
Ordinær	358,074.396	Ó	o	358,074,396	0
votes cast in %	100.00%	$0.00 \%$	$0.00 \%$			358,074,396
representation of sc in %	100.00%	0.00%	0.00%	100.00%	0.00%
total sc in %	:84.63%	0.00%	0.00%	84.63%	0.00%
Total	358,074,396	٥		0 358,074,396	o	358,074,396
Agenda item 4 Statement on the remuneration for senior executives
Ordinær	346,382,476	31,851	11,660,069	358,074,396	O	358,074,396
votes cast in %	96.74%	0.01%	$-3.26%$
representation of sc in %	96.74.%	0.01%	3.26%	100.00%	$0,00. \%$
total sc in %	81.87%	$0.01 \%$	2.76%	84.63%	$0.00 \%$
Total	346,382,476			31,851 11,660,069 358,074,396	0	358.074,396
Agenda item 4.1 Advisory vote related to the board of directors declaration on stipulation of salary and other remuneration for executive management
Ordinær	357,576,289	498,107	0	358,074,396	0	358,074,396
votes cast in %	99.86%	0.14%	0.00%
representation of sc in %	99.86 %	0.14%	$0.00 \%$	100.00 %	$0.00 - $
total sc in %:	84.51%	0.12%	0.00 %	84.63%	$0.00 \%$
Total	357,576,289	498,107		0 358,074,396	0	358,074,396
Agenda item 4.2 Approval of the board of directors proposal related to remuneration linked to the development of the companys share price
Ordinær	348,699,862	9,374,534	0	358,074,396	0	358,074,396
votes cast in %	97.38%	2.62%	$0.00 \%$
representation of sc in %	97.38%	2.62%	0.00%	100.00 %	0.00%
total sc in %	82.42%	2.22%	0.00%	84 63 %	$0.00 \%$
Total	348,699,862	9,374,534		0 358,074,396	0	358,074,396
Agenda item 6 Approval of the fee to the companys auditor
Ordinær	358,065,414	8.982	o	358,074,396	0	358.074,396
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 %	84.63%	0.00%	0,00%	84.63%	0.00 %
Total	358,065,414	8,982		0 358,074,396	0	358,074,396
Agenda item 7 Determination on the remuneration for the members of the board of directors
Ordinær	342,847,950	15,226.446	0	358,074,396	o	358,074,396
votes cast in %	95.75%	4.25%	0.00%
representation of sc in %	95.75 %	4.25%	0.00%	100.00 %	0.00%
total sc in %	81.03%	3.60%	$0.00 \%$	84.63%	0.00%
Total	342,847,950 15,226,446			0 358,074,396	0	358,074,396
Agenda item 8 Determination on the remuneration to the members of the nomination committee
Ordinær	358,074,396	0	0	358,074,396	o	358,074,396
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 %	84.63%	0.00%	$0.00 \%$	84.63%	0.00 %
Total	358,074,396	o		0 358,074,396	o	358,074,396

Shares class	FOR	Against	Abstain	Poll in		Poll not registered Represented shares with voting rights
Agenda item 9 Determination on the remuneration to the members of the audit committee
Ordinær	358,074,396	$\bf{0}$	$\Omega$	358,074,396	$\mathbf{0}$	358,074,396
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 %	84.63 %	0.00%	0.00%	84.63 %	0.00%
Total	358,074,396	$\bf{0}$		0 358,074,396	0	358,074,396
Agenda item 10 Authorisation to the board of directors to acquire shares in the company
Ordinær	358,065,414	$\mathbf 0$	8,982	358,074,396	0	358,074,396
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 %	84.63 %	0.00%	0.00%	84.63 %	0.00%
Total	358,065,414	0		8,982 358,074,396	$\bf{0}$	358,074,396
Agenda item 11 Authorisation the board of directors to increase the share capital
Ordinær	358,066,496	7,900	$\Omega$	358,074,396	$\mathbf 0$	358,074,396
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 %	84.63 %	0.00%	0.00%	84.63 %	0.00%
Total	358,066,496	7,900		0 358,074,396	0	358,074,396
Agenda item 12 Change of company name and amendment to the articles of association
Ordinær	358,074,246	$\bf{0}$	150	358,074,396	0	358,074,396
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 %	84.63 %	0.00%	0.00%	84.63%	0.00%
Total	358,074,246	0		150 358,074,396	$\bf{0}$	358,074,396

Registrar for the company:

Signature company:

NORDEA BANK AB (PUBL), FILIAL NORGE

WALLENIUS WILHELMSEN LOGISTICS ASA ₹

Share information

Name	Total number of shares Nominal value Share capital		Voting rights
Ordinær	423,104,938	0.52 220,014,567.76 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