Wallenius Wilhelmsen

Business and Financial Review • Jan 20, 2017

Wilh. Wilhelmsen ASA Strandveien 20 1324 Lysaker Norway

Independent Auditor's Report on the Compilation of the Unaudited Pro Forma Financial Information Included in the Information Memorandum

We have completed our assurance engagement to report on the compilation of the unaudited pro forma financial information of Wilh. Wilhelmsen ASA (the "Company") by the Board of Directors and Management of the Company. The unaudited pro forma financial information consists of the unaudited consolidated pro forma income statement for the nine months ended 30 September 2016. and the unaudited consolidated balance sheet as of 30 September 2016, and related notes as set out in Section 8 of the Information Memorandum issued by the Company. The applicable criteria on the basis of which the Board of Directors and Management of the Company has compiled the unaudited pro forma financial information are specified in EU Regulation No 809/2004 as included in the Norwegian Securities Trading Act and described in Section 8 of the Information Memorandum.

The unaudited pro forma financial information has been prepared by the Board of Directors and Management of the Company for illustrative purposes only to show how the merger of Wilh. Wilhelmsen ASA and Wallroll AB (a wholly-owned subsidiary of Wallenius Lines AB), the "Merger", as set out in Section 3 of the Information Memorandum, might have affected the Company's unaudited consolidated income statement for the nine months ended 30 September 2016 and the Company's unaudited consolidated balance sheet as of 30 September 2016, as if the Merger had occurred at 1 January 2016 and 30 September 2016, respectively. As part of this process, information about the Company's and Wallenius Line AB's consolidated financial position and financial performance has been extracted by the Board of Directors and Management of the Company from the unaudited consolidated financial information of the Company and the unaudited consolidated management accounts of Wallenius Lines AB for the nine months ended 30 September 2016.

The Board of Directors' and Management's Responsibility for the Pro Forma Financial Information

The Board of Directors' and Management are responsible for compiling the pro forma financial information on the basis of the requirements of EU Regulation No 809/2004 as included in the Norwegian Securities Trading Act.

Our Independence and Quality Control

We have complied with the independence and other ethical requirement of the Code of Ethics for Professional Accountants issued by the International Ethics Standards Board for Accountants, which is founded on fundamental principles of integrity, objectivity, professional competence and due care. confidentiality and professional behaviour.

PricewaterhouseCoopers AS, P. O. Box 748 Sentrum, NO-0106 Oslo T: 02316 (+47 95 26 00 00), org.no.: NO 987 009 713 MVA, www.pwc.no State authorised public accountants, members of The Norwegian Institute of Public Accountants, and authorised accounting firm

Report on the Compilation of Unaudited Pro Forma Financial Information Included in the Information Memorandum Wilh, Wilhelmsen ASA

The firm applies International Standard on Quality Control 1 and accordingly maintains a comprehensive system of quality control including documented policies and procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements.

Practitioner's Responsibilities

Our responsibility is to express an opinion, as required by Annex II item $7$ of EU Regulation No 809/2004 about whether the unaudited pro forma financial information has been compiled by the Board of Directors and Management of the Company on the basis stated and that this basis is consistent with the accounting policies of the Company.

We conducted our engagement in accordance with International Standard on Assurance Engagements (ISAE) 3420, Assurance Engagements to Report on the Compilation of Pro Forma Financial Information Included in a Prospectus, issued by the International Auditing and Assurance Standards Board. This standard requires that the practitioner plan and perform procedures to obtain reasonable assurance about whether the Board of Directors and Management of the Company has compiled the unaudited pro forma financial information on the basis stated in Section 8 of the Information Memorandum and whether this basis is consistent with the accounting policies of the Company.

For purposes of this engagement, we are not responsible for updating or reissuing any reports or opinions on any historical financial information used in compiling the unaudited pro forma financial information, nor have we, in the course of this engagement, performed an audit or review of the financial information used in compiling the unaudited pro forma financial information. The historical financial information of the Company and Wallenius Lines AB as of and for the nine months ended 30 September 2016 used in the compilation of the Pro Forma Financial Information is unaudited and accordingly we do not accept any responsibility for that information.

The purpose of pro forma financial information included in an Information Memorandum is solely to illustrate the impact of a significant event or transaction on unadjusted financial information of the entity as if the event had occurred or the transaction had been undertaken at an earlier date selected for purposes of the illustration. Accordingly, we do not provide any assurance that the actual outcome of the event or transaction at 1 January 2016 or at 30 September 2016 would have been as presented.

A reasonable assurance engagement to report on whether the unaudited pro forma financial information has been compiled on the basis of the applicable criteria involves performing procedures to assess whether the applicable criteria used by the Board of Directors and Management of the Company in the compilation of the unaudited pro forma financial information provide a reasonable basis for presenting the significant effects directly attributable to the event or transaction, and to obtain sufficient appropriate evidence about whether:

• $\bullet$ The related unaudited pro forma adjustments give appropriate effect to those criteria;
• The unaudited pro forma financial information reflects the proper application of those $\ddot{\phantom{a}}$ adjustments to the unadjusted financial information

Report on the Compilation of Unaudited Pro Forma Financial Information Included in the Information Memorandum Wilh, Wilhelmsen ASA

The procedures selected depend on the practitioner's judgment, having regard to the practitioner's understanding of the nature of the company, the event or transaction in respect of which the unaudited pro forma financial information has been compiled, and other relevant engagement circumstances. We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Opinion

In our opinion:

• the unaudited pro forma financial information has been properly compiled on the basis stated in Section 8 of the Information Memorandum; and
• the basis is consistent with the accounting policies of the Company.

This report is issued for the sole purpose of the Merger. Our work has not been carried out in accordance with auditing, assurance or other standards and practises generally accepted in the United States and accordingly should not be used or relied upon as it had been carried out in accordance with those standard practises. Therefore, this report is not appropriate in other jurisdictions and should not be used or relied upon for any purpose other than the Merger described above. We accept no duty or responsibility to and deny any liability to any party in respect of any use of, or reliance upon, this report in connection with any other transactions than the Merger.

Oslo, 20 January 2017 PricewaterhouseCoopers AS

Fredrik Melle State Authorised Public Accountant (Norway)

Deloitte. Deloitte AS

Dronning Eufemias gate 14 Postboks 221 Sentrum NO-0103 Oslo Norway

Tlf: +47 23 27 90 00 Faks: +47 23 27 90 01 www.deloitte.no

STATEMENT CONCERNING THE MERGER PLAN FOR THE MERGER BETWEEN WILH. WILHELMSEN ASA AND WALLROLL AB

We hereby present, in our capacity as joint independent experts, and at the request of the Board of Directors ofWilh. Wilhelmsen ASA and Wallroll AB, a statement, in compliance with Section 13-28, cf. Section 13-10 of the Public Limited Companies Act, on the merger plan dated 22 December 2016 between Wilh. Wilhelmsen ASA and Wallroll AB, with Wilh. Wilhelmsen ASA as the surviving company issuing the consideration shares and Wallroll AB as the transferring company. The merger entails the acquisition by Wilh. Wilhelmsen ASA of all assets and liabilities of Wallroll AB, in return for consideration in the form of shares ofWilh. Wilhelmsen ASA and a new unsecured bond.

The Board's responsibility for the statement

The Board of Directors of each company is responsible for the information which form basis for the statement and the valuations performed.

The independent experts' responsibility

Our role is to prepare a statement on the merger plan, and to express a view as to whether the value of the net assets to be acquired by Wilh. Wilhelmsen ASA is no less than the consideration.

The remainder of the statement consists of three parts. The first part is the disclosure of information in compliance with the requirements laid down by Section 13-10 of the Public Limited Companies Act. The second part outlines what approaches have been used in determining the consideration due to the shareholder of the acquired company. The third part is our statement concerning the consideration.

Part l: Information about the merger contribution

The assets and liabilities to be acquired by Wilh. Wilhelmsen ASA under the merger are specified in the draft opening balance sheet dated 22 December 2016, and include the following:

•	Investments in subsidiaries			USD	815.000.000

• Non-current interest-bearing debt USD 57.000.000

Investments in subsidiaries

In connection with the merger, Wilh. Wilhelmsen ASA and Wallroll AB, have engaged separate financial advisors, Arctic Securities and SEB, respectively. Estimated fair value of investments in subsidiaries are based on the average of two external valuations performed by the two financial advisors. The financial advisors have separately estimated the net asset value of Wall roll AB. Both investment banks have used a sum of the parts valuation. This means all assets have been valued independently. The underlying values of investments in subsidiaries include the following:

• Fleet of vessels. The fleet is valued based upon an equally weighted DCF (discounted cash flows) estimate and broker estimate. The average of the two estimates is adjusted for a sale lease-back agreement and VEPS (Vessel Earning Point System) equalization. Cash flows used in the DCF are based upon management assumptions through VEPS. Broker estimates are obtained from Fearnleys and Clarksons. The value estimate is an average of high-low scenario for both brokers.
• Synergies and overhead. Value of synergies are calculated as the present value of the 5 years ahead budgeted synergies. Value of overhead is estimated as the capitalized yearly overhead costs.

Deloitte.

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• WWL Shipping. The value of WWL Shipping is calculated as an average between the value estimate of Arctic Securities and SEB. The value estimate is based on a DCF approach.
• Wallenius Wilhelmsen Logistics (WWL) (50% ownership in joint venture). The value ofWWL is calculated as an average between the value estimate of Arctic Securities and SEB. The value estimate is based on both DCF and multiple approach.
• EUKOR Car Carriers (EUKOR) (40% ownership in joint venture). The value ofEUKOR is calculated as an average between the value estimate of Arctic Securities and SEB. The value estimate is based on both DCF and multiple approach.
• American Logistics Network (ASL) (50% ownership in joint venture). The value of ASL is calculated as an average between the value estimate of Arctic Securities and SEB. The value estimate is based on a DCF approach.
• American Roll-on Roll-off Carrier Group (ARC) (50% ownership in joint venture). The value of ARC is calculated as an average between the value estimate of Arctic Securities and SEB. The value estimate is based on both DCF and broker estimate.
• Tellus Shipping (50% ownership in joint venture). The value ofTellus Shipping is calculated as an average between the value estimate of Arctic Securities and SEB. The value estimate is based on a DCF approach.
• The value of gross debt, cash, remaining capex, net pension liability, net derivate position, net working capital group, tax and anti trust is calculated as an average between the value estimate of Arctic Securities and SEB.

Non-current interest-bearing debt

The non-current interest-bearing debt is valued at par value.

Part 2: Approach used in the determination of the consideration

It follows from the merger plan that the merger is premised on a 49.99/50.01 ratio between the value of Wilh. Wilhelmsen ASA and Wallroll AB, respectively. The merger plan stipulates, against this background, that part of the merger consideration shall be issued in form of shares, by way of the shareholder of Wall roll AB being allotted, upon the completion of the merger, 203,104,938 shares, with a nominal value ofNOK 0.52 each, ofWilh. Wilhelmsen ASA. These shares shall be issued through a NOK 105,614,568 increase in share capital ofWilh. Wilhelmsen ASA. In addition, as part of the consideration, Wilh. Wilhelmsen ASA shall issue a new unsecured bond ofUSD 80,000,000. The loan note shall be subscribed by Wallenius Lines AB.

The exchange ratio and valuation is based on negotiations between the companies, during which both parties have been represented by independent financial advisors.

The exchange ratio and valuation are based on the relative value of net asset value of Wilh. Wilhelmsen ASA and Wallroll AB. The relative values of the estimated net asset values are calculated as an average of the valuations performed by the two independent financial advisors.

The valuation approach used is deemed appropriate. The valuation is based on the premise that the values of Wilh. Wilhelmsen ASA and Wallroll AB are in reasonable conformity with the exchange ratio determined by the Boards of Directors of the companies in the merger plan, as well as the merger consideration in the form of203,104,938 new shares ofWilh. Wilhelmsen ASA and the new unsecured bond ofUSD 80,000,000. No special difficulties have been encountered in connection with the determination of the consideration due to the shareholder of Wallroll AB.

Deloitte.

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Part 3: The statement of the independent expert

We have conducted our work, and issue our statement, in accordance with standard SA 3802 pertaining to certification assignments; "Opinions and statements by the auditors under the company legislation". The standard requires that we plan and perform procedures to obtain reasonable assurance that the value of the assets and liabilities to be acquired by the company is no less than the agreed consideration, as well as to enable us to express our opinion on the consideration due to the shareholder of Wall roll AB. The work involves procedures in relation to the valuations of the merger contribution and the merger consideration, hereunder the valuation principles, as well as existence and ownership. We have furthermore assessed the valuation methods used and the assumptions on which the valuation is premised.

We believe that our procedures provides a reasonable basis for our statement.

Conclusion

In our opinion,

• the net assets to be acquired by Wilh. Wilhelmsen ASA under the merger are valued in accordance with the principles set out in the statement of the independent expert,
• the value of the net assets to be acquired by Wilh. Wilhelmsen ASA is no less than the agreed consideration in the form of shares of Wilh. Wilhelmsen ASA, issued through an increase in the share capital in the amount ofNOK 105,614,568 and the new unsecured bond ofUSD 80,000,000,
• and in our opinion the grounds for the consideration to the shareholders of Wallroll AB of shares in Wilh. Wilhelmsen ASA and the new unsecured bond is reasonable and objective based on the valuation dated 22 December 2016 of the companies as described above.

In our review we have not found that the merger would set the payment of claims held by creditors of Wilh. Wilhelmsen ASA at risk. We further hold that more than half of the merger consideration payable consists of shares in Wilh. Wilhelmsen ASA.

Oslo, 22 December 2016 Deloitte AS

Reidar Ludvigsen State Authorised Public Accountant (Norway)