Wallenius Wilhelmsen

Regulatory Filings • Jun 22, 2010

WWI - Update on the completion of the restructuring of the Wilhelmsen Group and the listing of Wilh. Wilhelmsen Holding ASA ("WW Holding") and Oppstartsfase I ASA ("WWASA")

NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED

STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE

DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE.

PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THE STOCK EXCHANGE RELEASE

WWI - Update on the completion of the restructuring of the Wilhelmsen Group and

the listing of Wilh. Wilhelmsen Holding ASA ("WW Holding") and Oppstartsfase I

ASA ("WWASA")

The creditor notice period applicable to the restructuring of Wilh. Wilhelmsen

ASA expired on 21 June 2010. All conditions to the completion of the

restructuring, as laid down in the resolutions of the general meeting of Wilh.

Wilhelmsen ASA held on 15 April 2010, have been fulfilled. The company wishes to

inform its shareholders that the restructuring is expected to be completed

according to the following schedule:

22 June 2010:   Expected to be the last day of trading in the current Class A

("WWI") and B ("WWIB") shares. The company plans to effect the distribution of

shares in WW Holding as dividends to its shareholders and to register the

completion of the merger between Wilh. Wilhelmsen ASA and WWASA after close of

trading on the Oslo Stock Exchange on 22 June. As a result, existing Class A and

Class B shareholders will become Class A and Class B shareholders, respectively,

in WW Holding in the exact same proportion as they hold shares in Wilh.

Wilhelmsen ASA prior to completion of the restructuring.

From completion of the merger between Wilh. Wilhelmsen ASA and

WWASA, WW ASA will be the new debtor for all the bond loans of Wilh. Wilhelmsen

ASA listed on the Oslo Stock Exchange and ABM.

A listing prospectus for WW Holding is expected to be made public

prior to 14.00 CET.

23 June 2010:   Subject to completion of the restructuring as set out above, WW

Holding will continue the listing of Wilh. Wilhelmsen ASA on the Oslo Stock

Exchange under the current tickers "WWI" and "WWIB" from 23 June 2010. The

shares will be fully tradable from the first day of listing.

WWASA expects to announce that all conditions to closing of its

initial public offering under which it has resolved to issue 60,000,000 new

shares at a price of NOK 24.20, raising gross proceeds of NOK 1,452 million,

have been fulfilled.

24 June 2010:   Expected to be the first day of trading of WWASA on the Oslo

Stock Exchange under the ticker WWASA and with ISIN NO 001 0571680.

* * *

Important Notice

The contents of this announcement have been prepared by and are the sole

responsibility of the Company. The Joint Global Co-ordinators and Bookrunners

and the Joint Lead Managers and Co-Bookrunners are acting exclusively for the

Company and no one else and will not be responsible to anyone other than the

Company for providing the protections afforded to their respective clients, or

for advice in relation to the contemplated Global Offering, the contents of this

announcement or any of the matters referred to herein.

The Global Offering and the distribution of this announcement and other

information in connection with the Global Offering may be restricted by law in

certain jurisdictions. The Company assumes no responsibility in the event there

is a violation by any person of such restrictions. Persons into whose possession

this announcement or such other information should come are required to inform

themselves about and to observe any such restrictions. This announcement may not

be used for, or in connection with, and does not constitute, any offer of

securities for sale in the United States or in any other jurisdiction. The

Global Offering will not be made in any jurisdiction or in any circumstances in

which such offer or solicitation would be unlawful.

This announcement is not for distribution, directly or indirectly in or into any

jurisdiction in which it is unlawful to make any such offer or solicitation to

such person or where prior registration or approval is required for that

purpose. No steps have been taken or will be taken relating to the Global

Offering in any jurisdiction outside of Norway in which such steps would be

required. Neither the publication and/or delivery of this announcement shall

under any circumstances imply that there has been no change in the affairs of

the Company or that the information contained herein is correct as of any date

subsequent to the earlier of the date hereof and any earlier specified date with

respect to such information.

Securities may not be offered or sold in the United States absent registration

or an exemption from registration. The  Offer Shares offered in the Global

Offering have not been and will not be registered under the United States

Securities Act of 1933, as amended (the "US Securities Act") or with any

securities regulatory authority of any state or other jurisdiction of the United

States, and may not be offered or sold within the United States, except in

transactions exempt from registration under the US Securities Act, or in any

other jurisdiction in which it would not be permissible to offer or sell such

Offer Shares. All offers and sales outside the United States will be made in

reliance on Regulation S under the US Securities Act.

This document does not constitute an offering circular or prospectus in

connection with an offering of securities of the Company.  Investors must

neither accept any offer for, nor acquire, any securities to which this document

refers, unless they do so on the basis of the information contained in the

prospectus to be published by the Company. This document does not constitute an

offer to sell, or the solicitation of an offer to buy or subscribe for, any

securities and cannot be relied on for any investment contract or decision.

This information is subject of the disclosure requirements acc. to §5-12 vphl

(Norwegian Securities Trading Act)

[HUG#1426020]