Wallenius Wilhelmsen

Share Issue/Capital Change • Jun 22, 2010

WWI - reduction of the share capital, completion of the merger and distribution of shares in Wilh. Wilhelmsen Holding ASA as dividend

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 - reduction of the share capital, completion of the merger and distribution

of shares in Wilh. Wilhelmsen Holding ASA as dividend

Reference is made to the resolution by the extraordinary general meeting of

Oppstartsfase I ASA and Wilh. Wilhelmsen ASA held on 15 April 2010 and the

merger between Oppstartsfase I ASA and Wilh. Wilhelmsen ASA as announced in the

stock exchange release dated 15 March 2010 and 15 April 2010.

Today, on 22 June 2010, the share capital of Wilh. Wilhelmsen ASA was reduced by

NOK 62,673,520, from NOK 992,750,000 to NOK 930,076,480, through the redemption

and cancellation of all shares held by the company itself, i.e. 2,219,376 A

shares and 914,300 B shares, a total of 3,133,676 shares.

Thereafter, the completion of the merger was registered in the Norwegian

Register of Business Enterprises. Oppstartsfase I ASA is the surviving entity in

the merger and Wilh. Wilhelmsen ASA has been dissolved as a consequence of the

merger. Oppstartsfase I ASA has been renamed to Wilh. Wilhelmsen ASA and will be

listed on the Oslo Stock Exchange under ticker "WWASA".

Pursuant to the resolution on distribution of dividends at the general meeting

of Wilh. Wilhelmsen ASA on 15 April 2010, all shares of Wilh. Wilhelmsen Holding

ASA, a total of 34,637,092 class A shares and 11,866,732 class B shares, have

been distributed to the shareholders of Wilh. Wilhelmsen ASA in the form of

dividends. Those who were shareholders of Wilh. Wilhelmsen ASA as per the

effective date of the merger have become shareholders of Wilh. Wilhelmsen

Holding ASA in the exact same proportion as they held shares in Wilh. Wilhelmsen

ASA prior to completion of the merger.

The merger consideration to the shareholders in Wilh. Wilhelmsen ASA was paid by

Wilh. Wilhelmsen Holding ASA through an increase of the nominal value of the

shares from NOK 10 to NOK 20. Following such capital increase, the share capital

in Wilh. Wilhelmsen Holding ASA is NOK 930,076,480 divided into 34,637,092 class

A shares and 11,866,732 class B shares, in total 46,503,824 shares, each with a

nominal value of NOK 20.

Wilh. Wilhelmsen Holding ASA 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. The

updated articles of association for Wilh. Wilhelmsen Holding ASA are enclosed

with this stock exchange notice.

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)

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

(Norwegian Securities Trading Act)

[HUG#1426308]