Summary ISIN NO Summary. FRN Wilh. Wilhelmsen ASA Senior Unsecured Bond Issue 2014/2019 NO Joint Lead Managers: 20.

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1 Summary FRN Wilh. Wilhelmsen ASA Senior Unsecured Bond Issue 2014/2019 NO Joint Lead Managers: Prepared according to Commission Regulation (EC) No 486/2012 article 1 (10) - Annex XXII

2 Summaries are made up of disclosure requirements known as "Elements". These elements are numbered in Sections A E (A.1 E.7). This summary contains all the Elements required to be included in a summary for this type of securities and Issuer. Because some Elements are not required to be addressed, there may be gaps in the numbering sequence of the Elements. Even though an Element may be required to be inserted in the summary because of the type of securities and Issuer, it is possible that no relevant information can be given regarding the Element. In this case a short description of the Element is included in the summary with the mention of "not applicable". Section A Introduction and warnings A.1 Warnings This summary should be read as an introduction to the Prospectus. Any decision to invest in the Bonds should be based on consideration of the Prospectus as a whole by the investor. Where a claim relating to the information contained in the Prospectus is brought before a court, the plaintiff investor might, under the national legislation in its Member State, have to bear the costs of translating the Prospectus before the legal proceedings are initiated. A.2 Resale and final placement by financial intermediaries Civil liability attaches only to those persons who have tabled the summary including any translation thereof, but only if the summary is misleading, inaccurate or inconsistent when read together with the other parts of the Prospectus or it does not provide, when read together with the other parts of the Prospectus, key information in order to aid investors when considering whether to invest in such securities. Not applicable. No resale will take place. No financial intermediaries will be used for the final placement of the Bonds. Section B Issuer B.1 Legal and commercial name of the Issuer The legal name of the Company is Wilh. Wilhelmsen ASA and the commercial name is Wilhelmsen. B.2 Domicile and legal form of the Issuer, the legislation under which the Issuer operates and its country of incorporation B.4b Known trends affecting the issuer and the industries in which it operates. Wilh. Wilhelmsen ASA is a Norwegian Public Limited Liability Company regulated by the Norwegian Companies Act and supplementing Norwegian laws and regulations. Wilh. Wilhelmsen ASA part-owned companies, Wallenius Wilhelmsen Logistics AS (WWL) (50 % owned by WWASA) and EUKOR Car Carriers Inc. (EUKOR) (40 % owned by WWASA) are subject to anti trust investigations of the car carrying industry in several jurisdictions. The Japanese Fair Trade Commission (JFTC) issued a cease and desist order and a surcharge order in 2

3 the first quarter of The JFTC states that WWL and other companies in the industry, in the years , restrained competition through jointly agreeing on raising or maintaining rates, thereby breaching the Antimonopoly Act. The surcharge for WWL s account is estimated to USD 34 million and primarily related to shipments of new cars from Japan to Europe. WWASA made an accrual of USD 16.5 million in the fourth quarter of 2013, and the final order does therefore not affect the accounts for the first quarter. WWL does not agree with all of the JFTC conclusions, but the WWL board has decided not to appeal the order and focus on business going forward. B.5 A description of the group and the issuer s position within the group. EUKOR was initially included in the investigation, but has been dropped from the investigation by the JFTC. In 2010 there were the restructuring of the Wilh. Wilhelmsen Group. The shipping and logistics activities conducted by the Wilh. Wilhelmsen Group continued in a separate listed company Wilh. Wilhelmsen ASA. The Wilh. Wilhelmsen Group gets a new parent company, Wilh. Wilhelmsen Holding. The Company is an operative holding company providing services to the subsidiaries of the Wilh. Wilhelmsen ASA Group The legal name of Glovis is Hyundai Glovis Co. Ltd. B.9 Profit forecast or estimate Not applicable. No forecasts or estimates are made public. B.10 Qualifications in the audit report Not applicable. There are no qualifications in the audited financial reports. B.12 Selected historical financial information, statement regarding no material adverse Wilh. Wilhelmsen ASA completed in April 2014 a NOK 800 million five-year senior unsecured bond 3

4 change and significant changes in the financial or trading position. issue with maturity in April The net proceeds from the bond issue will be used for general corporate purposes. Apart from the above, there are no significant changes in the financial or trading position of the Group which has occurred since the end of the last financial period for which either audited financial information or interim financial information have been published. And there has been no material adverse change in the prospects of the Issuer since the date of its last published audited financial statements. Wilh. Wilhelmsen ASA (The Group based on equity method): B.13 Recent events particular to the issuer which are to a material extent relevant to the evaluation of the issuer s solvency. B.14 Description of dependencies upon other entities within the group B.15 A description of the issuer s principal activities. Not Applicable there are no events particular to the issuer which is to a material extent relevant to the evaluation of the issuer s solvency. The Company receives revenues in form of cash flow and dividends from its subsidiaries, and is therefore dependent on its subsidiaries Wilh. Wilhelmsen ASA consists of shipping and logistics activities. The shipping segment, in which the Group s and the joint venture s shipping activities are carried out, includes shipowning, chartering, transportation and consultancy services. The logistics segment includes logistics services conducted by the Group and the joint ventures such as terminal services, technical services, inland distribution and supply chain management. 4

5 B.16 Description of ownership of the company. Wilh. Wilhelmsen Holding ASA owns 72,73% of the shares in the Company. Through different companies Mr Wilhelm Wilhelmsen controls 44% of Wilh. Wilhelmsen ASA. Existing shareholders have no pre-emption right to subscribe for shares in the event of an increase in the Company s share capital. Any transactions taking place between a principal shareholder and the Company will be conducted on market terms. The Company is not authorised to trade in its own shares. B.17 Credit ratings Not Applicable Neither the Company nor the Bonds have been rated. Section C The Bonds C.1 Type and class of securities being offered / security identification numbers Bond issue with floating rate. ISIN NO C.2 Currency Norwegian kroner C.5 Restrictions on free transferability Not applicable - There are no restrictions on free transferability of the Bonds C.8 A description of the rights including ranking and limitations to those rights attached to the Bonds. The Bond Agreement has been entered into between the Borrower and the Trustee. The Bond Agreement regulates the Bondholder s rights and obligations in relations with the issue. The Trustee enters into this agreement on behalf of the Bondholders and is granted authority to act on behalf of the Bondholders to the extent provided for in the Bond Agreement. When bonds are subscribed / purchased, the Bondholder has accepted the Bond Agreement and is bound by the terms of the Bond Agreement. C.9 Information on the interest rate, interest payment dates, installments and representative of the bondholders The Bonds shall constitute senior debt obligations of the Issuer. The Bonds shall rank at least pari passu with all other obligations of the Issuer (save for such claims which are preferred by bankruptcy, insolvency, liquidation or other similar laws of general application) and shall rank ahead of subordinated debt. The Bonds are unsecured. The Bonds are issued with floating rate, 3 months NIBOR pluss 1.80 percentage points per annum. Interest payments shall be made in arrears on the Interest Payment Dates each year, 9 April, 9 July, 9 October and 9 January each year and the Maturity Date 9 April The relevant interest payable amount shall be calculated based on a period from, and including, the Issue Date or one Interest Payment Date (as the case may be) to, but excluding, the next following applicable Interest Payment Date. The Bonds shall mature in full on the Maturity Date, and shall be repaid at par (100%) by the Issuer. Yield is dependent 5

6 C.10 In case the Bonds have a derivative component in the interest payment, a description of potential impacts on the Bonds value is affected by the value of the underlying instrument. C.11 An indication whether the Bonds will be listed on a regulated market. on the market price. Yield for the first Interest period will be notified 2 Banking Days prior to Disbursement Date, 9 April For future Yield, the Interest Rate will be set two Banking Days prior to each Interest Payment Date. The Bonds trustee is Norsk Tillitsmann ASA. The coupon payments, which depend on the 3 months NIBOR interest rate and the Margin, will vary in accordance with the variability of the NIBOR interest rate. The interest rate risk related to this bond issue will be limited, since the coupon rate will be adjusted quarterly according to the change in the reference interest rate (NIBOR 3 months) over the 5 year tenor. An application for listing of the Bonds will be sent Oslo Børs. Section D Risks D.2 Key information on the key risks that are specific to the issuer. The Group is through its global operation within ocean transportation and logistics services to the car and ro-ro industry exposed to certain market, operational and financial risks. Market risk: Uncertainties related to the development of the world economy Change in production patterns and tonnage overcapacity Foreign exchange rate risk Interest rate risk Credit risk Bunker price risk Credit risk: Loans and receivables Cash and bank deposits Financial derivatives Loans to joint ventures D.3 Key information on the key risks that are specific to the Bonds. Liquidity risk All investments in interest bearing securities have risk associated with such investment. The risk is related to the general volatility in the market for such securities, varying liquidity in a single bond issue as well as company specific risk factors. There are four main risk factors that sum up the investors total risk exposure when investing in interest bearing securities: liquidity risk, interest rate risk, settlement risk and market risk (both in general and issuer specific). Section E Offer E.2b Use of proceeds. The net proceeds of the Bonds shall be 6

7 applied towards the general corporate purposes of the Issuer. E.3 Terms and conditions of the offer Not Applicable The Bonds have not been subject to a public offer, it is already issued and settled. E.4 Material interests in the offer The involved persons in Wilh. Wilhelmsen ASA have no interest, nor conflicting interests that is material to the Issue. Wilh. Wilhelmsen ASA has mandated SEB and Swedbank Norway as Joint Lead Managers for the issuance of the Loan. The Managers have acted as advisor to Wilh. Wilhelmsen ASA in relation to the pricing of the Loan. E.7 Estimated expenses charged to the investor The Joint Lead Managers and/or any of their affiliated companies and/or officers, directors and employees may be a market maker or hold a position in any instrument or related instrument discussed in this Securities Note, and may perform or seek to perform financial advisory or banking services related to such instruments. The Managers corporate finance department may act as manager or co-manager for this Borrower in private and/or public placement and/or resale not publicly available or commonly known. Not Applicable The investor of the Bonds were not charged any expenses due to the issuance of the Bonds 7