Wilh. Wilhelmsen ASA

Transaction in Own Shares • Sep 24, 2019

Wilh. Wilhelmsen Holding ASA: Buy-back of own shares

Wilh. Wilhelmsen Holding ASA: Buy-back of own shares

NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. PLEASE SEE IMPORTANT NOTICE AT THE END OF THIS COMMUNICATION

With reference to the authorization given by the AGM of Wilh Wilhelmsen Holding ASA (“the Company”) on 20 April 2019 for the company to acquire up to 10% of outstanding shares in the Company valid until the AGM in 2020, the Company hereby launches an offer to all shareholders in the Company to buy back up to 2.000.000 shares in Wilh Wilhelmsen Holding ASA, with the intention to buy up to 1.500.000 A-shares and up to 500.000 B-shares.

The Company is at the release of the offer not in possession of material non-public information.

The purchase of shares will not impact previously announced dividend guidance.

The offer will be carried out by means of a book building process which starts on 24 September 2019 09:00 and ends on 26 September 2019 at 16:30. The Company has mandated DNB Markets as sole bookrunner and shareholders wanting to sell shares can contact DNB Markets at +47 24 16 92 25 with their respective volume and price targets.

The Company will – in the event of receiving acceptances above 2.000.000 shares and deviations from the intended 3:1 ratio between A- and B-shares – depending on the prices and volumes shown by selling shareholders, allocate shares at its discretion between the share classes, with the equal treatment of shareholders as the primary objective.

Pricing and allocation will follow before 18:00 on 26 September, the trade date will be 26 September with settlement date 30 September.

For further information, please contact: Åge S. Holm, Investor Relations at +47 90087670 or Morten Lertrø, Head of Treasury +47 90419944

The information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.

The Offer and the distribution of this announcement and other information in connection with the offer may be restricted by law in certain jurisdictions. The Company does not assume any responsibility in the event there is a violation by any person of such restrictions. Persons into whose possession this announcement or relevant information should come are required to inform themselves about and to observe any such restrictions. The offer is not being made directly or indirectly in, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of, or any facilities of a national securities exchange of, the United States of America, its territories and possessions, any State of the United States and the District of Columbia (the "United States"). This includes, but is not limited to, facsimile transmission, internet delivery, e-mail and telephones. Copies of this release and any related documents are not being, and must not be, mailed, e-mailed or otherwise distributed or sent in or into the United States and so doing may invalidate any purported acceptance.