The Restructuring

On  14 March  2010, the  Board  of  Directors  of  Wilh.  Wilhelmsen ASA ("WWI")
resolved  to propose to the company's  shareholders to carry out a restructuring
(the  "Restructuring") of WWI by establishing a new group structure in which the
shipping  and  the  logistics  activities  of  WWI  will be carried forward in a
separate  entity  ("New  WW  ASA")  and  a  newly  incorporated  company,  Wilh.
Wilhelmsen  Holding ASA  ("WW Holding")  will be  the new  parent company of the
Wilh.  Wilhelmsen  group.  For  existing  shareholders of WWI, the Restructuring
implies  that their shares  in WWI are  replaced with shares  in the new holding
company, WW Holding.  The shareholders of WWI will receive one A share and one B
share  for every A and  B share held in  WWI at completion of the Restructuring,
and  will thus become shareholders in WW  Holding in exactly the same proportion
as  they  hold  shares  in  WWI  prior  to  the Restructuring. The shareholders'
exposure will not be changed due to the Restructuring.

The Restructuring is subject to approval at the annual general meeting of WWI to
be  held on 15 April 2010 and will be  effected through a series of transactions
whereby:

·          the non-logistics and -shipping activities of WWI (i.e. the shares in
Wilhelmsen Maritime Services AS as well as certain other assets) are transferred
from WWI to WW Holding, and

·          the shareholders of WWI  will receive shares in  WW Holding through a
distribution of dividend in kind, whereupon

·         WWI will be merged into WW Holding's subsidiary, New WW ASA. After the
Restructuring,  WW Holding will own all the shares in the merged company, New WW
ASA  - which will continue the shipping and  logistics business of WWI - as well
as  the shares in Wilhelmsen Maritime Services  AS, which is the holding company
for the maritime services segment of WWI.

It  is a condition for the completion of the Restructuring that the shares in WW
Holding are admitted to listing on the main list of the Oslo Stock Exchange.

Shareholders  representing approximately 70% of the voting shares and 68% of the
share  capital of  WWI support  the transaction  and have  agreed to  vote their
shares in favour of the Restructuring.

IPO of New WW ASA

In parallel with the Restructuring, it is the intention to carry out an initial
public offering ("IPO") in New WW ASA and to list the company's shares on the
Oslo Stock Exchange. It is intended that the offering will be in an amount of
between USD 200 million and USD 400 million (the "Offering"). The subscription
price and the number of new shares to be issued in the offering will be set by a
traditional "book building" process. A group of Shareholders, partners and
certain underwriting banks have agreed to underwrite USD 200 million of the
offering. The process has been conducted with Carnegie ASA and Pareto Securities
AS as financial advisors. Carnegie ASA and Pareto Securities AS will also act as
Joint Global Co-ordinators and Joint Bookrunners in the IPO, while Danske
Markets, Fortis Bank Netherlands and Nordea will act as Joint Lead Managers.

Also  after completion of  the planned IPO,  WW Holding will  have a controlling
interest in New WW ASA.

It is contemplated that the IPO will be completed by the end of June 2010.

New  WW ASA will change its name to  Wilh. Wilhelmsen ASA upon completion of the
Restructuring.

Background for the Restructuring

The reason for the Restructuring is to position the group for future growth. The
Restructuring  facilitates  independent  business  developments  of the shipping
segment  and the  logistics segment  on the  one hand  and the maritime services
segment  on  the  other.  Size  and  capital  intensity  of the segments make it
beneficial  to  operate  the  shipping  and  logistics  segments  with access to
financing  through  a  parallel  listing.  The  Restructuring  is  conducted  to
facilitate a separate listing of the shipping and logistics activities of WWI.

Implementation of the Restructuring

The Restructuring is proposed to take place through the following steps:

·          Incorporation of WW Holding  as a wholly owned  subsidiary of WWI and
incorporation of New WW ASA as a wholly owned subsidiary of WW Holding;
·          Transfer of the shares in Wilhelmsen  Maritime Services AS as well as
certain  other assets from WWI to WW Holding, partly against the issue of shares
in  WW Holding as consideration in a  share issue against WWI and partly against
consideration in cash;
·         Distribution of the shares in WW Holding to the shareholders of WWI as
dividend in kind;
·          Merger between WWI and New WW ASA with the latter being the acquiring
entity  and with the  consideration shares to  be issued by  New WW ASA's parent
company WW Holding; and
·         Listing of the WW Holding shares on Oslo Stock Exchange.

Board of directors and Management of WW Holding

The  Board of Directors of  WW Holding consists of  the same board members as in
the  current Board of WWI: Wilhelm Wilhelmsen (chair), Diderik Schnitler (deputy
chair), Odd Rune Austgulen, Bettina Banoun and Helen Juell.

Upon  completion of the  Restructuring, Ingar Skaug  will become CEO  and Nils P
Dyvik  will  be  CFO  of  WW  Holding.  The  intention is that Mr. Skaug will be
replaced by Thomas Wilhelmsen as CEO during fall 2010.

Board of directors and Management of New WW ASA

The  Board of Directors of New WW  ASA is composed of Thomas Wilhelmsen (chair),
Nils P. Dyvik, Diderik Schnitler, Marianne Lie and Hege Sjo.

The management of New WW ASA will include:

Jan Eyvin Wang will take up the position as CEO.
Benedicte Bakke Agerup will take up the position as CFO.

Effects of the Restructuring

The  Restructuring will  have no  impact on  earnings for  WW Holding on a group
basis.  The Restructuring will facilitate the listing and separate access to the
equity  market for the shipping and logistics  activities of WWI. As a result of
the   Restructuring,   and  upon  completion  of  the  IPO,  there  will  be  no
cross-liabilities between New WW ASA and WW Holding (other than those related to
the  provision  of  ship  management  and  other services, regulated through SLA
service agreements on an arm's length basis).

The  estimated effects of the  Restructuring on New WW  ASA's net income, assets
and liabilities are as follows:

·          Net  income  reduced  with  the  dividend/group contribution from WMS
group, approximately USD 12 million based on 2009 figures
·         Earnings affected by Kaplan revenue (dividend) - USD 0.8 million
·          Reduced assets (dividend  in kind), shares  in WMS AS  and shares and
loans  in KFM Kaplan  Investments and cash  contributions approximately USD 210
million based on booked value
·          Liabilities in New WW  ASA will be at  the same level as 2009 figures
for WWI

Unaudited pro forma condensed consolidated financial information showing how the
Restructuring  of  WWI  might  have  affected  New  WW ASA's consolidated income
statement  for 2009 if  the Restructuring  had taken  place on 1 January 2009 is
included   in   section   10.5 of  the  information  memorandum  describing  the
Restructuring  which will be published  shortly. Section 6.16 of the information
memorandum contains the balance sheet and income statement of WWI.

Implications for employees

The employment of approximately 50 employees will be transferred from WWI to the
WW  Holding  structure  upon  completion  of  the  Restructuring.  The remaining
employees  will continue  their employment  with their  current employer  or, in
respect  of the employees  currently employed by  WWI and not  transferred to WW
Holding, with the merged entity New WW ASA.

Conditions for the implementation of the Restructuring

The  completion of the  Restructuring is conditional  upon the fulfilment of the
following  conditions: (i)  all required  corporate resolutions  shall have been
made,  (ii) all  required concessions  and permits  from governmental bodies and
approvals  and consents from  third parties shall  have been obtained, (iii) the
deadline   for  objections  from  the  creditors  shall  have  expired  and  the
relationship  with creditors shall  have been settled  and (iv) WW Holding shall
fulfil  all conditions for listing  on the main list  of the Oslo Stock Exchange
after the Restructuring.

Furthermore, the duty to complete the Restructuring is also conditional upon (i)
that  the IPO of New WW ASA has  been effected or with reasonable certainty will
be  effected, raising gross  proceeds of no  less than USD  200 million and (ii)
that  all conditions for  listing of the  New WW ASA  shares on the main list of
Oslo  Stock Exchange after the Restructuring and the IPO have been given or with
reasonable  certainty will  be obtained,  in each  case on  conditions which the
Board  of  Directors  of  WWI  deem  acceptable.  In  case  the Restructuring is
completed  without this condition being fulfilled, WW Holding will guarantee, as
prime  obligor, for the obligations under WWI's  existing bond loans and for its
existing  USD 100 million  credit facility.  This undertaking  shall continue to
exist  until an IPO  of New WW  ASA, raising gross  proceeds of no less than USD
200 million, has been completed.

Timetable for the Restructuring

The  general meeting of  WWI, which is  convened for 15 April 2010 (see separate
stock exchange notification), will be presented with proposals for the corporate
resolutions  necessary to  implement the  Restructuring. It  is the intention to
complete  the Restructuring  upon expiry  of the  creditor notice period for the
merger, presumably during the end of June 2010.

Information memorandum

An information memorandum regarding the Restructuring has been prepared pursuant
to  section  3.5 of  Oslo  Stock  Exchange's  "Continuing Obligations for Listed
Companies" and is expected to be made available through a stock exchange notice,
before 09.00 CET today, Monday 15 March 2010.



This information is subject of the disclosure requirements acc. to §5-12 vphl
(Norwegian Securities Trading Act)


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