Wallenius Wilhelmsen

AGM Information • Apr 26, 2019

MINUTES OF ANNUAL GENERAL MEETING IN WALLENIUS WILHELMSEN ASA

The annual general meeting of Wallenius Wilhelmsen ASA, reg no 995 216 604, (the "Company") was held on Thursday 25 April 2019 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.

360,081,238 of a total of 423,104,938 shares and votes were represented, or approximately 85,26% of the Company's share capital. The list was approved by the General Meeting.

Board members in attendance:	Håkan Larsson (Chairman), Thomas Wilhelmsen and Marianne Lie
Management in attendance:	CEO Craig Jasienski and CFO Rebekka Herlofsen
Protocol:	WALWIL Company Secretary Kristin Schiødt Bitnes

It was also reported that the Company's auditor, PricewaterhouseCoopers AS (PwC), represented by certified auditor Bigrn Lund, and chairman of the nomination committee, Anders Ryssdal was present.

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 2019. 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

Leif Terje Løddesøl 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 2018, including payment of dividend

The board of directors' proposal to the annual accounts and the annual report for Wallenius Wilhelmsen ASA for the financial year 2018, 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 ASA for the financial year 2018, including payment of dividend was approved.

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

4. Authorisation to the board of directors to distribute dividend

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

"The board of directors is hereby authorised to distribute a second distribution of dividend up to USD 6 cents per share based on the company's annual accounts for 2018. The authorisation is valid until the annual general meeting in 2020, but no longer than 30 June 2020"

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

5. Statement on the remuneration for senior executives

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

The statement is included as note 14 to the annual report for Wallenius Wilhelmsen ASA for the financial year 2018, which is made available on the Company's website.

The General Meeting then voted in favour of the statement.

6. 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.

7. Approval of the fee to the Company's auditor

It was resolved to approve PricewaterhouseCoopers AS' fee for audit of Wallenius Wilhelmsen ASA for the financial year 2018 of NOK 800,000 (ex VAT).

The chairman of the meeting informed about the remuneration to the auditor for other services to the Company and the group for 2018.

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

8. 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 2018 to the annual general meeting in 2019:

" 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.

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 2018 to the annual general meeting in 2019:

" The chairman of the nomination committee:	NOK 80,000
The other members:	NOK 40,000"

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

10. 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 2018 to the annual general meeting in 2019:

" 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.

11. Election of members of the board of directors

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

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

"Håkan Larsson, Thomas Wilhelmsen, Jonas Kleberg, Margareta Alestig and Marianne Lie are elected for two vears"

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

12. Election of members to the nomination committee

The nomination committee's proposal regarding election of members to the nomination committee was accounted for, including the proposed term of election.

In accordance with the nomination committee's proposal, the General Meeting passed the following resolution regarding election of members to the nomination committee:

"Anders Ryssdal, Jonas Kleberg and Carl Erik Steen are elected for two years"

Folketrygdefondet voted against this proposal, arguing that the nomination committee should be independent from the Company's Board as recommended by NUES.

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

13. 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:

• a) 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.
• b) The maximum amount to be paid for each share is NOK 200 and the minimum amount is NOK 0.52.
• c) Acquisition and sale of own shares may take place in any way the board of directors finds appropriate, however, not by way of subscription.

The authorisation is valid until the company's annual general meeting in 2020, but no longer than 30 $d$ June 2020

14. 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:

• Pursuant to Section 10-14 of the Norwegian Public Limited Liability Companies Act, the board of $a)$ 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.
• $b)$ 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 contribution in kind, cf. Section 10-2 of $c)$ the Norwegian Public Limited Liability Companies Act.
• The authorisation may comprise share capital increase in connection with mergers pursuant to Section $d$ 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 $\epsilon$ authorisation shall replace the authorisation to increase the share capital granted to the board of directors at the annual general meeting held on 25 April 2018.
• The authorisation is valid from registration with the Norwegian Corporate Register until the company's f) annual general meeting in 2020, but no longer than 30 June 2020".

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.

Håkan Larsson Sian.

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

I ISIN: I	NO0010571680 WALLENIUS WILHELMSEN ASA
General meeting date: 25/04/2019 13.00
Today:	25.04.2019

Number of persons with voting rights represented/attended: 16

	Number of shares % sc
Total shares	423,104,938
- own shares of the company	785,864
Total shares with voting rights	422,319,074
Represented by own shares	332,012,566	78.62 %
Represented by advance vote	1,426,027	0.34%
Sum own shares	333,438,593	78.95 %
Represented by proxy	11,385	0.00%
Represented by voting instruction	26,631,260	6.31 %
Sum proxy shares	26,642,645	6.31%
Total represented with voting rights	360,081,238	85.26 %
Total represented by share capital	360,081,238	85.10 %

Registrar for the company:

NORDEA BANK ABP, FILIAL NORGE

e
N taxk

Signature company:

WALLENIUS WILHELMSEN ASA

% registered	0.40%	7.40%	44.43 %	44.43%	2.88%	0.31%	0.11%	0.02%	0.01%	0.01%	0.00%	0.00%
% represented	0.40%	7.40 %	44.43 %	44.43%	2.88%	0.31%	0.11%	0.02 %	0.01%	0.01%	0.00%	0.00%
% sc	0.34%	6.30%	37.82%	37.82 %	2.45%	0.26%	0.10%	0.02%	0.01%	0.01%	0.00%	0.00 %
Total	1,426,027	26,642,645	160,000,000	160,000,000	10,352,122	1,109,095	400,000	63,988	42,000	20,000	14,000	4,500
Proxy	$\circ$	11,385	$\circ$	$\circ$	$\circ$	$\circ$	$\circ$	$\circ$	$\circ$	$\circ$	$\circ$	$\circ$
Own	1,426,027	$\circ$	160,000,000	160,000,000	10,352,122	1,109,095	400,000	63,988	42,000	20,000	14,000	4,500
Share	Ordinær	Ordinær	Ordinær	Ordinær	Ordinær	Ordinær	Ordinær	Ordinær	Ordinær	Ordinær	Ordinær	Ordinær
Participant		Solicitor Proxy	Share Holder	Share Holder	Share Holder	Share Holder	Share Holder	Share Holder	Share Holder	Share Holder	Share Holder	Share Holder
Repr. by			Thomas Wilhelmsen	HANS AKERVALL	ANNIE BERSAGEL	Thomas Wilhelmsen	Thomas Wilhelmsen	Sjur Galtung	Thomas Wilhelmsen	Finn Røgenæs	Stein H. Hansen
Company/Last name		Chairman	WILHELMSEN HOLDING ASA WILH.	WALLENIUSRE DERIERNA AKTIEBOLAG	FOLKETRYGDF ONDET	TALLYMAN AS	WILHELMSEN	SJEL INVEST AS	TARAGO AS	DAMPSKIBSAK TIES. THEOLOGOS AS	HØGTIND INVEST AS	Erlandsen
First Name		Håkan Larsson					STIFTELSEN TOM					$\mathsf{Tom}$
Ref no		$\frac{8}{2}$	$26\,$	$\frac{4}{5}$	$\mathbb{S}^3$	224	497	1487	1982	2998	3731	8029

Attendance List Attendance WALLENIUS WILHELMSEN ASA 25/04/2019

$\frac{1}{1}$

% registered	0.00%	0.00%	0.00%	0.00%	0.00%
% represented	0.00%	0.00%	0.00%	0.00 %	0.00%
% sc	0.00%	0.00%	0.00%	0.00 %	0.00%
Total	2,495	2,417	1,033	800	316
Proxy	o	$\circ$	0	$\circ$	o
Own	2,495	2,417	1,033	600	316
Share	Ordinær	Ordinær	Ordinær	Ordinær	Ordinær
Participant	Share Holder	Share Holder	Share Holder	Share Holder	Share Holder
Repr. by
Company/Last name	ØDEGÅRD	FOTLAND	LØDDESØL	ØVVRE	LUND
First Name	OLAV ANDREAS AANESS	OTTO	LEIF TERJE	AXEL	TRULS LAURITZ
Ref no	11791	11932	19711	27052	34942

Protocol for general meeting WALLENIUS WILHELMSEN ASA

ISIN: NO0010571680 WALLENIUS WILHELMSEN ASA General meeting date: 25/04/2019 13.00

25.04.2019 Today:

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	360,081,238	0	0	360,081,238	0	360,081,238
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 %	85.10%	0.00 %	0.00 %	85.10%	$0.00 \%$
Total	360,081,238	o		0 360,081,238	o	360,081,238
Agenda item 2 Election of one person to co-sign the minutes, to be proposed in the general meeting
Ordinær	360,081,238	0	0	360,081,238	0	360,081,238
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 %	85.10 %	0.00 %	0.00 %	85.10 %	0.00%
Total	360,081,238	0	0	360,081,238	o	360,081,238
Agenda item 3 Approval of the annual accounts and the annual report for the financial year 2018, including payment
of dividend
Ordinær	360,081,238	0	0	360,081,238	0	360,081,238
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 %	85.10%	0.00%	0.00 %	85.10%	0.00%
Total	360,081,238	0	0	360,081,238	o	360,081,238
Agenda item 4 Authorisation of the board of directors to pay additional dividend
Ordinær	360,081,238	0	0	360,081,238	0	360,081,238
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 %	85.10 %	0.00%	0.00%	85.10%	0.00 %
Total	360,081,238	0		0 360,081,238	0	360,081,238
Agenda item 5.a Advisory vote related to the board of directors' guidelines on stipulation of salary and other remuneration for senior executives
Ordinær	357,532,926	2,548,312	0	360,081,238	0	360,081,238
votes cast in %	99.29 %	0.71%	0.00 %
representation of sc in %	99.29 %	0.71%	0.00%	100.00 %	0.00 %
total sc in %	84.50 %	0.60%	0.00 %	85.10 %	0.00 %
Total	357,532,926	2,548,312		0 360,081,238	٥	360,081,238
Agenda item 5.b Approval of the board of directors` proposal related to guidelines remuneration linked to the
development of the company's share price
Ordinær	352,577,497	7,503,741	0	360,081,238	0	360,081,238
votes cast in %	97.92 %	2.08 %	0.00%
representation of sc in %	97.92 %	2.08 %	0.00%	100.00 %	0.00%
total sc in %	83.33%	1.77 %	0.00 %	85.10 %	0.00%
Total	352,577,497	7,503,741		0 360,081,238	0	360,081,238
Agenda item 7 Approval of the fee to the company's auditor
Ordinær	360,079,839	805	594	360,081,238	0	360,081,238
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 %	85.10 %	0.00%	0.00 %	85.10%	0.00 %
Total	360,079,839	805		594 360,081,238	0	360,081,238
Agenda item 8 Determination on the remuneration for the members of the board of directors					0
Ordinær	357,609,443	2,471,795	0	360,081,238		360,081,238
votes cast in %	99.31 %	0.69%	0.00 %
representation of sc in %	99.31 %	0.69%	0.00 %	100.00 %	0.00 % 0.00 %
total sc in %	84.52 %	0.58%	0.00 %	85.10%
Totai	357,609,443	2,471,795		0 360,081,238	0	360,081,238
Agenda item 9 Determination on the remuneration to the members of the nomination committee
Ordinær	360,079,839	1,399	0	360,081,238	0	360,081,238
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 %	85.10%	0.00 %	0.00 %	85.10%	0.00%
Total	360,079,839	1,399	o	360,081,238	0	360,081,238
Agenda item 10 Determination on the remuneration to the members of the audit committee
Ordinær	360,079,839	805	594	360,081,238	0	360,081,238
votes cast in %	100.00 %	0.00%	0.00%

Shares class	FOR	Against	Abstain	Poll in	Poll not registered	Represented shares with voting rights
representation of sc in %	100.00 %	0.00%	0.00%	100.00 %	0.00%
total sc in %	85.10 %	$0.00 \%$	0.00 %	85.10%	0.00%
Total	360,079,839	805	594	360,081,238	0	360,081,238
Agenda item 11 Election of members of the board of directors
Ordinær	357, 365, 736	3,438	2,712,064	360,081,238	0	360,081,238
votes cast in %	99.25 %	0.00%	0.75%
representation of sc in %	99.25 %	$0.00 \%$	0.75%	100.00 %	0.00%
total sc in %	84.46 %	0.00%	0.64%	85.10%	0.00%
Total	357, 365, 736			3,438 2,712,064 360,081,238	o	360,081,238
Agenda item 12 Election of members of the nomination committee
Ordinær	346,944,187	13,137,051	0	360,081,238	0	360,081,238
votes cast in %	96.35 %	3.65 %	0.00 %
representation of sc in %	96.35 %	3.65 %	0.00%	100.00 %	0.00%
total sc in %	82.00%	3.11 %	0.00%	85.10 %	0.00%
Total	346,944,187 13,137,051			0 360,081,238	$\mathbf o$	360,081,238
Agenda item 13 Authorisation to the board of directors to acquire shares in the company
Ordinær	360,081,058	0	180	360,081,238	0	360,081,238
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 %	85.10 %	0.00%	0.00%	85.10%	0.00%
Total	360,081,058	$\mathbf o$	180	360,081,238	0	360.081.238
Agenda item 14 Authorisation the board of directors to increase the share capital
Ordinær	360,081,108	130	0	360,081,238	0	360,081,238
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 %	85.10 %	0.00 %	0.00%	85.10%	0.00%
Total	360,081,108	130		0 360,081,238	o	360,081,238

Registrar for the company: Signature company: NORDEA BANK ABP, FILIAL NORGE WALLENIUS WILHELMSEN ASA z Þ

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