NOTICE OF ANNUAL GENERAL MEETING - Eitzen group

To the shareholders in Camillo Eitzen & Co ASA,
(non-official office translation)
20 May 2011
NOTICE OF ANNUAL GENERAL MEETING
The shareholders in Camillo Eitzen & Co ASA are hereby summoned to the annual
general meeting on Friday 10 June 2011 at 10:00 hrs at the company’s offices at
Tjuvholmen, Bolette Brygge 1, 0252 Oslo, Norway.
The Board of Directors has proposed the following
Agenda
1. Opening of the meeting by the Chairman of the Board and registration of
shareholders present and proxies.
2. Election of chairman of the meeting and one person to countersign the minutes.
3. Approval of the notice of the meeting and the agenda.
4. Approval of the Annual Report and Accounts for 2010.
5. Approval of remuneration to the company’s auditor.
6. Approval of remuneration to the board members.
7. The Board of Directors’ statement regarding determination of remuneration to
the CEO and senior management.
8. The Board of Directors’ proposal that the Board of Directors is granted power of
attorney to increase the company’s share capital by issuance of new shares
where the shareholders’ preferential rights may be set aside.
9. The Board of Directors’ proposal that the Board of Directors is granted power of
attorney to acquire the company’s own shares.
10. Nomination committee
a) Election of members to the Nomination Committee
b) Approval of the Committee’s remuneration
c) Approval of guidelines for the Nomination Committee
11. Election of chairman of the Board

2/11
Further information and the Board’s proposed resolutions under item 7-9 and 11 of the
agenda are enclosed.
Proposal for candidate(s), remuneration and guidelines under item 10 a-c will be available
on the company’s web site in due course before the annual general meeting.
Information to the Shareholders
The company’s annual report and annual accounts for 2010 are available in the company’s
offices and on the web site: www.camillo-eitzen.com.
The company’s share capital is NOK 201,332,255.-, divided into 40.266.451 shares, each
with a nominal value of NOK 5 and each representing one vote at the general meeting. The
company holds no own shares.
The shareholders have the following rights in connection with a general meeting:
- Attend the general meeting, either personally or by a proxy.
- Speak at the general meeting.
- Bring one adviser and give him/her the right to speak
- Claim information from the members of the Board and the CEO at the company's
general meeting pursuant to the provisions in section 5-15 of the Public Limited
Liability Companies Act.
- Have matters dealt with by the general meeting which he or she reports in writing
to the Board in time that it can be entered on the agenda, or if there are at least three
weeks left before the date of the general meeting, so that a new notice can be sent.
- Propose amendments to resolutions in those matters the general meeting shall
consider in accordance with its agenda.
The company requests that the shareholders fill out and return the attached notice of
attendance and/or power of attorney to Camillo Eitzen & Co ASA, P.O. Box 1794, 0122
Oslo, Norway, fax no +47 24 00 61 01, no later than 9 June 2011 at 12:00 hrs.
A power of attorney may be granted to the chairman of the Board, Axel C. Eitzen.
Yours sincerely
on behalf of the Board of Directors of Camillo Eitzen & Co ASA
Axel C. Eitzen
Chairman
CAMILLO EITZEN & CO ASA
Bolette Brygge 1, P.O. Box 1794, 0122 Oslo, Norway
CVR no. 977 311 632 * www.camillo-eitzen.com
Tel.: +47 24 00 61 00 Fax: +47 24 00 61 01 * E-mail: ceco@eitzen-group.com

3/11
Item 7
THE BOARD OF DIRECTORS’ STATEMENT REGARDING DETERMINATION
OF REMUNERATION TO THE CEO AND SENIOR MANAGEMENT FOR
ADVISORY VOTE
1. Guidelines for 2011
This statement applies to the senior management of Camillo Eitzen & Co ASA. The
company’s determination on the remuneration to the senior management shall reflect the
responsibility and obligations resting on the company’s senior management, including the
responsibility to maximise the values for the company’s shareholders. The company wants
to appear as an attractive employer for qualified senior managers and be on a competitive
level nationally and internationally.
The Board of Directors determines the remuneration to the company’s CEO. Salary and
other remuneration to the other senior managers are determined by the CEO pursuant to the
directives given by the Board of Directors. These directives are set out in the company’s
corporate governance manual and in this statement.
The remuneration to the CEO and the other senior managers consists of a fixed salary and
of variable parts. The fixed salary consists of salary, plus special payments such as free
telephone, car allowance etc. The variable part is described below regarding bonus
payments.
Bonus to senior managers is given on a discretionary basis limited up to 6 months salary
based on the principles set out in the company’s corporate governance manual. Bonus
exceeding 6 months salary can be granted on special occasions if this is clarified with the
Board of Directors. Bonus payments shall reflect the values brought to the company and
the shareholders. Circumstances of importance to the result, which the senior manager has
limited influence over, is not a criteria for bonus payments.
There are no share option programmes/share value based remuneration to the company’s
employees.
Those of the senior management who are employed in Camillo Eitzen & Co ASA
participate in a pension scheme with 66 % of salary up to 12G with 67 years as retirement
age. The company has, with effect from 1 January 2007, established a top pension scheme
for these employees which cover 66 % of salary exceeding 12 G.
The company’s CEO is entitled to 3 years severance payment in case of termination of
employment as a consequence of change of control, 2 years severance payment in case of
termination of employment by the company and 6 months’ severance payment in case of
termination of employment by himself. The company’s CFO and Chief Legal Counsel are
entitled to 1 year severance payment in case of termination of employment as a
consequence of change of control or termination by the company. In addition CFO and

4/11
Chief Legal Counsel are entitled to 1 year severance payment in case of termination of
employment as a consequence of liquidation of the company provided that they stay in the
company for as long as the company decide. Apart from this, there are no other severance
pay arrangements in the company.
None of the company’s employees have loans or other outstanding accounts with the
company. Nor do any of the senior managers receive any other special contributions from
the company.
2. Policy on remuneration to the CEO and senior management in 2010
The directives set out above for 2011 were also followed in 2010. The directives for
remuneration to the CEO and senior management are set out in writing in the company’s
corporate governance manual.

5/11
Item 8
THE BOARD OF DIRECTORS’ PROPOSAL THAT THE BOARD OF
DIRECTORS IS GRANTED POWER OF ATTORNEY TO INCREASE THE
COMPANY’S SHARE CAPITAL BY ISSUANCE OF NEW SHARES WHERE THE
SHAREHOLDERS’ PREFERENTIAL RIGHTS MAY BE SET ASIDE.
The Board of Directors wishes to be able to strengthen the company’s financial position
through issuance of new shares, and to be able to strengthen the company’s balance sheet.
Therefore, the Board of Directors has proposed that the existing power of attorney is
renewed and that the annual general meeting make the following resolution:
1) The Board of Directors is granted a power of attorney to increase the
company’s share capital by up to NOK 40,266,451 by issuance of new
shares.
2) The statement of total share capital and number of shares in section 4 of
the articles of association shall be amended accordingly.
3) The shareholders’ pre-emption right pursuant to the Norwegian Public
Limited Liability Companies law, § 10-4, may be set aside.
4) The terms and conditions for subscription for shares, including but not
limited to the subscription rate, shall be determined by the Board of
Directors.
5) This power of attorney comprises decision of merger, cf. the Norwegian
Public Liability Companies Act, § 13-5.
6) This power of attorney expires one year after the date it is approved.
7) This power of attorney covers both increase of share capital by way of
cash deposit and contribution in kind; cf. the Norwegian Public Limited
Liability Companies Act,§ 10-2.
8) This power of attorney replaces any previous power of attorney to
increase the company’s share capital.

6/11
Item 9
THE BOARD OF DIRECTORS’ PROPOSAL THAT THE BOARD OF
DIRECTORS IS GRANTED POWER OF ATTORNEY TO ACQUIRE THE
COMPANY’S OWN SHARES
The Board of Directors wishes to be able to acquire the company’s own shares if such
acquisition is considered adequate. Therefore, the Board of Directors has proposed that the
existing power of attorney is renewed and that annual general meeting resolve the
following:
1. The Board of Directors is given a power of attorney to acquire the
company’s own shares, in accordance with The Norwegian Public Limited
Liability Companies Act, Chapter 9.
2. The Board of Directors may acquire and sell shares the way it finds
adequate, yet so that the principle of equal treatment of all shareholders
shall not be deviated from.
3. The Board of Directors may acquire shares at a total nominal value of NOK
20,133,225.50. However, the company cannot at any time own more than
10 % of the company’s outstanding shares. The purchase price for each
share shall be minimum NOK 1 and maximum NOK 100.
4. The power of attorney shall expire one year after the date it is approved.
5. This power of attorney replaces any previous power of attorneys to acquire
the company’s own shares.

7/11
Item 11
ELECTION OF CHAIRMAN OF THE BOARD
Today the board consists of Axel C. Eitzen (chairman), Aage Figenschou, Toril Eidesvik,
Ola Røthe og Siv Staubo.
It is proposed that Aage Figenschou is elected chairman of the board. Axel C. Eitzen
continues as board member. Apart from this, the composition of the board is unchanged.

8/11
NOTICE OF ATTENDANCE AND POWER OF ATTORNEY
We request that shareholders who wish to attend the annual general meeting fill out and
sign the attached attendance slip.
We request that shareholders who wish to authorise a third party to attend the annual
general meeting and vote on his behalf to fill out and sign the attached power of attorney.
Provided the power of attorney is signed without any specification of an authorised person,
the company will insert the name of the managing director or one of the members of the
Board of Directors. In such case, the shareholder has authorised the managing director or
one of the directors to attend and vote on the annual general meeting on his behalf.
Please return a complete and signed notice of attendance/power of attorney no later than 9
June 2011, 12:00 hrs to:
Camillo Eitzen & Co ASA
P.O. Box 1794 Vika
0122 Oslo
Norway
Fax no + 47 24 00 61 01

9/11
NOTICE OF ATTENDANCE
Name:
Contact person:
Address:
The undersigned will attend the annual general meeting in Camillo Eitzen & Co ASA on
10 June 2011, 10:00 hrs and vote for:
………………..
number
………………..
number
own shares
shares of a third party in accordance with the
attached power of attorney(s)
In total ……………….. Shares
number
_________________________________
Place and date
_______________________________________
Signature (to be repeated in block letters)
Any power of attorney shall be attached hereto and the original
power of attorney shall be brought to the annual general meeting.

10/11
POWER OF ATTORNEY
Name:
Contact person:
Address:
The undersigned: ………………………………………………………(name in block
letters) hereby authorize:
for my/our
Chairman of the Board of Directors, Axel C. Eitzen; or
___________________________(name in block letters)
……………….. shares.
number
to attend and vote on the annual general meeting of Camillo Eitzen & Co ASA on 10 June
2011 at 10 a.m.
If none of the alternatives above has been crossed out, the chairman of the Board will be
considered appointed as proxy. If the chairman of the Board has been appointed as proxy,
he can appoint another member of the Board or the management to represent and vote for
the shares covered by the proxy.
If the shareholder so desires and the chairman of the Board has been appointed as proxy,
the voting instructions below can be filled in and returned to the company. The chairman
of the Board will accordingly ensure that voting is carried out in accordance with the
instructions.
Voting instructions:
Resolution Vote for Vote
against
2. Appointment of persons to chair the meeting
and to co-sign the minutes
3. Approval of notice of meeting and agenda
4. Approval of the annual report and annual accounts
for 2010
5. Approval of remuneration to the company’s auditor
6. Approval of remuneration to the Board members
7. The Board’s statement regarding determination of
remuneration to the CEO and senior management
8. The Board’s proposal that the Board is granted
power of attorney to increase the company’s share
capital by issuance of new shares where the
shareholders’ preferential rights may be set aside.
9. The Board’s proposal that the Board is granted
power of attorney to acquire the company’s own
shares.
Vote
withheld

11/11
Resolution Vote for Vote
against
10. Nomination Committee
a) Election of members to the Nomination
Committee
b) Approval of the Committee’s remuneration
Vote
withheld
c) Approval of guidelines for the Nomination
Committee
11. Election of chairman of the Board
If voting instructions are given the following applies:
- If the box “Vote for” has been crossed out, this implies that the proxy is instructed to
vote for the proposal in the notice, with any changes suggested by the Board, the chairman
of the Board, the chairman of the meeting or the nomination committee. In case of
amendments of the proposals included in the notice, the proxy can at the proxy’s own
discretion refrain from voting for the shares.
- If the box “Vote against” has been crossed out, this implies that the proxy is instructed to
vote against the proposal in the notice, with any changes suggested by the Board, the
chairman of the Board, the chairman of the meeting or the nomination committee. In case
of amendments of the proposals included in the notice, the proxy can at the proxy’s own
discretion refrain from voting for the shares.
- If the box “Vote withheld” has been crossed out, this implies that the proxy is instructed
to refrain from voting for the shares.
- If none of the boxes has been crossed out, this implies that the proxy can decide at
the proxy’s own choice how the shares shall be voted for.
- In respect of a vote over matters that are not included on the agenda and which may
validly come before the meeting the proxy is free to decide how the shares shall be voted
for. The same applies for a vote over matters of formal nature, such as voting order or
voting procedure.
- If a shareholder has inserted another person than the chairman of the Board as proxy, and
wants to give such person instructions on voting, this is a matter for the shareholder and
the proxy that is irrelevant to the company. In such a situation the company does not
undertake any responsibility to verify that the proxy votes in accordance with the
instructions.
_________________________________
Place and date
_______________________________________
Signature (to be repeated in block letters)
If this power of attorney is granted by a person authorised to sign
on behalf of a company, a copy of the company certificate must be
attached hereto