Wallenius Wilhelmsen

Share Issue/Capital Change • Jun 1, 2010

WW ASA - approved prospectus

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.

The Norwegian Financial Supervisory Authority has approved the following

prospectus:

Oppstartsfase I ASA (to be renamed Wilh. Wilhelmsen ASA), business registration

number 995 216 604.

Prospectus prepared in connection with its Global Offering and listing of its

shares.

The Global Offering includes up to 127,943,000 new Offer Shares in the Company.

The Global Offering is conducted in connection with the listing of the Company's

shares on the Oslo Stock Exchange.

The indicative price range per offer share in the Global Offering is NOK 24.20

to NOK 28.20.

The Global Offering will comprise an Institutional Offering directed towards

Norwegian and international professional and institutional investors, and a

Retail Offering directed towards retail investors in Norway.

The book-building and application period in the Institutional Offering will run

from and including 1 June 2010 to 17:30 (CET) 15 June 2010.

The application period in the Retail Offering will run from and including 1 June

2010 to 12:00 (CET) 15 June 2010.

The Global Offering and the Listing is conditional upon (i) completion of the

restructuring of the WWI group, (ii) the board of directors of Oslo Stock

Exchange approving the listing of the shares on the Oslo Stock Exchange, (iii)

the Company fulfilling the conditions for listing as set out by the board of

directors of the Oslo Stock Exchange and (iv) the Board of Directors of the

Company determining the final Offer Price and approving the allocation of Offer

Shares, as further described in the prospectus. The first day of trading on Oslo

Stock Exchange is expected to be 24 June 2010.

The Company reserves the right to withdraw the Global Offering at any time prior

to final allocation at its sole discretion (and for any reason).

Carnegie ASA and Pareto Securities AS are acting as Joint Global Co-ordinators

and Joint Bookrunners in the Global Offering, while ABG Sundal Collier ASA,

Danske Markets, Fortis Bank Nederland and Nordea Markets are acting as Joint

Lead Managers and Co-Bookrunners. The Joint Global Co-ordinators and Bookrunners

and Joint Lead Managers and Co-Bookrunners are jointly referred to as the

Managers.

Investing in the Company's shares, including the offer shares, involves risks.

See section 2 "Risk Factors" beginning on page 15 of the prospectus.

The prospectus will be available from 1 June 2010, i.e. the day the

book-building period and application period begins, at the Company's and the

Managers addresses:

Oppstartsfase I ASA (to be renamed Wilh. Wilhelmsen ASA):

Strandveien 20,

PO Box 1324,

NO-1324 Lysaker

Norway

Tel: (+47) 67 58 40 00

Fax: (+47) 67 58 43 58

www.wilhelmsenasa.com

Joint Global Co-ordinators and Bookrunners:

Carnegie ASA Pareto Securities AS

Stranden 1, Aker Brygge Dronning Mauds gate 3

PO Box 684 Sentrum PO Box 1411 Vika

NO-0106 Oslo NO-0115 Oslo

Norway Norway

Tel: +47 22 00 93 00 Tel: +47 22 87 87 00

Fax: +47 22 00 99 60 Fax: +47 22 87 43 09

www.carnegie.no www.pareto.no

Joint Lead Managers and Co-Bookrunners:

ABG Sundal Collier ASA Danske Markets

Munkedamsveien 45 E Stortingsgaten 6

P.O. Box 1444 Vika PO Box 1170 Sentrum

NO-0115 OSLO NO-0107 Oslo

Norway Norway

Tel: +47 22 01 60 00 Tel: +47 85 40 57 00

Fax:+47 22 01 60 62 Fax: +47 85 40 79 89

www.abgsc.no          www.danskemarkets.com

Fortis Bank Nederland Nordea Markets

Rokin 55 Middelthunsgate 17

PO Box 243, PO Box 1166 Sentrum

1000 AE AMSTERDAM NO-0107 Oslo

The Netherlands Norway

Tel: +31 (0)20 527 2357 Tel: +47 22 48 62 62

Fax: +31 (0)20 527 1962 Fax: +47 22 48 63 49

www.fortis.nl www.nordea.no

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.

[HUG#1420408]