Ocean Wilsons : 2020 AGM Explanatory Notes

Ocean Wilson Holdings Limited

Explanatory notes for the Annual General Meeting

These explanatory notes sets out the details of the items of business to be transacted at our Annual General Meeting (AGM) which will be held at the offices of Conyers Dill & Pearman Limited, Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda on 28 May 2020 at 11:00 am

The purpose of this document is to provide details of the resolutions and to explain why the Board believes that the resolutions are in the best interests of the Company and its shareholders.

Recommendations

The Board believes that all the resolutions to be considered at our AGM and as set out in the Notice of AGM will promote the success of the Company and are in the best interests of the Company and its shareholders. Accordingly, the Board unanimously recommends shareholders to vote in favour of them.

Resolution 1 is to consider and, if thought fit, approve amendments to the byelaws of the Company. The 2018 UK Corporate Governance Code states that all directors should be subject to annual re-election. Directors are currently subject to re-election every 3 years. Approval of the proposed amendments means that all directors will be subject to annual re-election. An amendment is also being proposed to increase the maximum aggregate fees to be paid to directors from US$700,000 to US$900,000 to allow for the appointment of two new independent non-executive directors.

Resolution 2 is to receive and, if approved, adopt the Directors' Report and Accounts for the year ended 31 December 2019.

Resolution 3 is to declare a dividend of 30 cents per share. In the accounts approved by the Board on the 12 March 2020 the Board was recommending an unchanged dividend of US 70 cents per share to be paid on 5 June 2020, to shareholders of the Company as of the close of business on 11 May 2020. On the 26 March 2020 we released the following announcement to the London and Bermuda Stock exchanges.

Dividend & COVID- 19 update

Ocean Wilsons Holdings Limited (the "Company") notes the announcement made by its principal operating subsidiary, Wilson Sons Limited ("Wilson Sons"), to the Brazilian and Luxembourg Stock Exchanges on 25 March 2020, in which the board of Wilson Sons announced the withdrawal of its proposal for US$0.54 per issued share to be made available to be distributed to its shareholders, as had previously been announced on 12 March 2020.

The Company further notes that Wilson Sons has instead recommended that US$0.21 per issued share be made available to be distributed to its shareholders.

By way of an update on the impact that the COVID-19 pandemic is having on Wilson Sons, the Company also notes Wilson Sons' statement as follows:

By postponing the AGM and deferring the decision on the remaining amount allocated in the accumulated profit, Wilson Sons seeks to better understand the global effects of the coronavirus outbreak and any subsequent impact on our clients' volumes before completing the distribution in reference to our 2019 results. In doing so we strive to strengthen our short-term financial liquidity during the peak of the pandemic, mitigate risks and maximise our contributions to Brazilian and worldwide supply chains in this challenging period for all humanity.

As well as implementing additional protective measures for our staff, suppliers and customers as announced on 17 March 2020, we are also taking immediate austerity measures to ensure the financial strength and resilience of our business. In order to preserve a robust cash flow through this downwards cycle, we are actively managing all our operational and financial levers to maintaining safe and reliable operations each day, including reduction in our capital spend and operating expenses.

We continue to seek to maintain solid financial metrics and ensure a robust balance sheet. Our liquidity remains strong with around US$78 million in cash and cash equivalents and US$104 million of undrawn credit lines at year end.

While the full impact from the coronavirus outbreak on economic activity and global trade with the associated implications for our businesses is still uncertain, the worldwide effect will take at least some months to stabilise. In light of such circumstances, we are continuously assessing the impacts on our operations and financial situation and remain confident in the resilience of our assets, as demonstrated in other volatile periods such as the 2008 financial crisis.

In light of this, the board of the Company (the "Board") has withdrawn its recommendation to pay a final dividend of US$0.70 per share and instead proposes to pay a final dividend of US$0.30 per share on 5 June 2020, to shareholders on the register of the Company as of the close of business on 11 May 2020.

Shareholders will receive dividends in Sterling by reference to the exchange rate applicable to the USD on the dividend record date except for those shareholders who elect to receive dividends in US dollars. Based on the current share price and exchange rates a dividend of US $0.30 per share represents a dividend yield of approximately 3.5%.

The Board is very conscious of the importance of its dividend to shareholders and will keep under review the prospects for any interim dividend through the course of 2020.

Given the current uncertainty caused by the COVID -19 pandemic, the Board is also withdrawing its market guidance and outlook statements for 2020 until both the impact and duration of the pandemic becomes clearer.

Resolution 4 is to determine the maximum number of directors for the ensuing year as nine and to authorise the Board of Directors to fill any vacancy in their number left unfilled for any reason to serve until the conclusion of the next AGM. This will permit the appointment of up to three new non-executive directors.

Resolutions 5 to 11 - Directors

The 2018 UK Corporate Governance Code states that all directors should be subject to annual re-election by their shareholders. Resolutions 5 to 10 provide for all the directors to retire and offer themselves for re-election by shareholders at this year's AGM.

Ms Fiona Beck was appointed an independent non-executive director by the Board on 13 April 2020. The Company's Articles of Association requires that directors retire and stand for election at the next AGM of the Company following their appointment by the Board. Resolution 11 provides for Ms Beck to retire and offer herself for election by shareholders at this year's AGM.

The individual skills and experience brought by each of the Directors who are seeking election and re-election are detailed below. Further biographical details of the Directors seeking re-election appear on page 20 of the annual report. The Board, having carried out a formal performance evaluation, considers the performance of each of the Directors standing for election and re-election at this year's AGM to be effective and that they demonstrate commitment to their roles and is of the opinion that all directors continue to provide valuable contributions to the long-term sustainable success of the Company. The Board strongly supports their election and re-election and recommends that shareholders vote in favour of the resolutions at the AGM.

Mr Colin Maltby

Mr Colin Maltby is an independent non-executive director of Ocean Wilsons Holdings Limited. He is also Chairman of Ocean Wilsons (Investments) Limited and the Company's nomination committee. He has significant experience in the investment management industry having been head of investments at BP from August 2000 to June 2007 and was previously Chief Investment Officer of Equitas Limited from its formation in 1996 and Chief Executive of Kleinwort Benson Investment Management from 1988 to 1995. Mr Maltby's investment industry experience, impartial judgement and independence is important to the Group's success.

Mr Jose Francisco Gouvea Vieira

Mr Gouvea Vieira is Chairman of Ocean Wilsons Holdings Limited and a qualified Brazilian lawyer. He was first appointed to the Board in 1991 and made Chairman of the Board in 1999. Due to the Company's significant investment in Wilson Sons the Board considers it important that Mr Gouvêa Vieira remains as Chairman of Ocean Wilsons Holdings Limited. The insight and knowledge he brings to the Board in relation to Wilson Sons and Brazil through his long association with the Group is a valuable resource in managing and understanding our Brazilian business.

Mr William Salomon

Mr William Salomon is Deputy Chairman of Ocean Wilsons Holdings Limited and a qualified lawyer. Mr Salomon has significant experience in the investment management industry. In 1987, Mr. Salomon joined Finsbury Asset Management, which was merged in 1995 into Rea Brothers Group, of which Mr. Salomon became Chairman. In 1999 Rea Brothers Group was taken over by Close Brothers Group when he was appointed Deputy Chairman of the investment division. Through his long association with the Group he has a deep understanding of Brazil and our Brazilian business. His detailed knowledge of the Group and the investment industry is important to the Company's long-term sustainable success.

Mr Keith Middleton

Mr. Keith Middleton is the executive director of Ocean Wilsons Holdings responsible for administering the Company. He is a qualified accountant and worked for a number of international companies before joining Ocean Wilsons Holdings Limited in 1996. Through his long association with the Group Mr Middleton has a wide knowledge and understanding of our businesses which is valuable to the Group's long-term success.

Mr Andrey Berzins

Mr Andrey Berzins is an independent non-executive director of Ocean Wilsons Holdings Limited. He is also Chairman of the Company's audit and remuneration committees and the Company's senior independent director. Mr Berzins has extensive experience of the Asian private equity industry having been managing director of the Asian private equity arm of the French based Compagnie de Suez and Banque Indosuez groups. Mr Berzins is a member of the Institute of Chartered Accountants in England and Wales. Mr Berzins's investment industry experience, impartial judgement and independence is important to the Group's success.

Mr Chris Townsend

Mr Chris Townsend is a significant shareholder and non-executive director of Ocean Wilsons Holdings Limited. Mr. Townsend is an Investment Director at Hansa Capital GmbH and is a qualified solicitor. He has an MA from Peterhouse, Cambridge and an MBA from the London Business School. He previously worked as a principal in the investment team at Coller Capital Limited and as a solicitor at Ashurst Morris Crisp. Mr Townsend's investment industry experience is important to the Group's success.

Ms Fiona Beck

Ms Fiona Beck is a Chartered Accountant and experienced company director on boards of both listed and unlisted companies. She is currently a director of Atlas Arteria International Ltd and serves on its audit committee and people and remuneration committee. She is a director of the Bermuda Business Development Agency and a director of Twilio IP Ltd, a subsidiary of Twilio Inc, a cloud- based communication platform. Ms Beck has held a number of senior executive and governance positions in large infrastructure companies focused in the telecommunication and technology sectors. She was the President and CEO of Southern Cross Cable Network, a submarine fibreoptic cable company connecting New Zealand and Australia to the USA. Ms Beck also led the telecommunications and technology team for the 35th Americas Cup. Her strong knowledge of the technology, telecommunications and infrastructure sectors and understanding of governance and audit practices are highly valued.

Resolution 12 is related to the re-appointment of Ernst & Young LLP as auditor of the Company until the conclusion of the AGM in 2021 in respect of the financial year ending 31 December 2020. The resolution also authorises the directors, through the audit committee, to set the amount to be paid to Ernst & Young LLP for their role as auditor.

Resolution 13 is the ratification and confirmation of all and any actions taken by the Board of Directors and the persons entrusted with Company's management in the year ended 31 December 2019. This resolution is recommended by our Bermudian lawyers.