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Comply of Explain Principle

Corporate Governance

Comply or Explain Principle

Wallenius Wilhelmsen ASA will endeavor to be in compliance with the Norwegian corporate governance regime, as detailed in the Norwegian Code of Practice for Corporate Governance published on 21 October 2009 by the Norwegian Corporate Governance Board (the “Code”). Wallenius Wilhelmsen ASA will, with the exceptions set out in the following, be in compliance with the Code.

Wallenius Wilhelmsen ASA does not have a corporate assembly and is therefore in deviation from section 8 of the Code. Pursuant to a local agreement between the seafarer labour organisations and the board of the Shipping organisation, the parties agreed that the interests of the employees are represented in an executive committee for industrial democracy in foreign trade shipping, which comprises six members, four from WW Holding group´s management and two from the workforce.

The Board elects its own chair, and Wallenius Wilhelmsen ASA is therefore in deviation from section 8 of the Code.

Wallenius Wilhelmsen ASA is in deviation of section 13 of the Code, which recommends guidelines covering the company's contact with its shareholders outside the General Meeting. Although the Board of Directors has not determined such guidelines, shareholders are invited to four quarterly presentations a year, as well as a capital markets day. A financial calendar is also updated and made public for the shareholders annually. Wallenius Wilhelmsen ASA's website is also regularly updated with relevant information.

The Board of Directors has not determined guidelines for its response to possible takeover bids as recommended in section 14 and is therefore in deviation of this section. However, the Board of Directors would seek to treat all shareholders equally should such circumstances arise.

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