Notice of Extraordinary General Meeting

Shareholders of Rederi AB TransAtlantic (publ) are hereby invited to an Extraordinary General Meeting (“EGM”) on Tuesday 5 November 2013, at 12:00 noon at Mannheimer Swartling’s offices at  Östra Hamngatan 16 in Gothenburg, Sweden.

Notice of attendance, etc.
Shareholders who wish to participate in the EGM must:

be recorded in the share register maintained by Euroclear Sweden AB on Tuesday 29 October 2013, and notify the company of their intention to participate not later than on Tuesday 29 October 2013 (preferably before 4:00 p.m.),

• by mail to Rederi AB TransAtlantic, c/o Computershare AB, Box 610, SE-182 16 Danderyd, Sweden
• by telephone: +46 (0)771- 24 64 00, or
• on Rederi AB TransAtlantic’s website, www.rabt.se

When registering, shareholders must state their name (or company name), civil registration number or corporate registration number, address, telephone number (daytime), information on any accompanying advisors (no more than two), and where applicable, information on representatives or proxy.

Shareholders represented by proxy must submit a power of attorney. If the power of attorney is issued by a legal entity, certified proof of registration or corresponding identity documents for the legal entity must be submitted. The original power of attorney, along with any authorization documents, should be sent with the notification to the company at the above address. A power of attorney may be valid for up to five years from issuance. The company will provide a form of power of attorney upon request and it is also available on the company’s website, www.rabt.se.

Shareholders who have trustee-registered shares with a bank or other trustee must temporarily re-register the shares in their own name with Euroclear Sweden AB to be entitled to participate in the EGM. This registration must be completed on Tuesday 29 October 2013. This means that shareholders must inform the trustee (bank or broker) of this request in due time prior to this date.

As per the date of this notice, the company has a total of 110,902,700 shares distributed as 7,271,842 Series A shares and 103,630,858 Series B shares. The total number of votes amounts to 176,349,278, of which 72,718,420 of the votes are represented by Series A shares and 103,630,858 are represented by Series B shares.

Items
Proposed agenda at the EGM:

1. Election of the Chairman of the Meeting.
2. Preparation and approval of the voting list.
3. Election of one or two persons to check the minutes.
4. Determination that the Meeting has been duly convened.
5. Approval of the agenda.
6. Approval of transfer of shares in the group company Västerviks Logistik och Industri AB.
7. Approval of the resolution by the Board of Directors on a new share issue.
8. Conclusion of the Meeting.

Proposals for resolution

Item 1 – Election of Chairman of the Meeting

The company’s Nomination Committee, consisting of Christen Sveaas, Chairman of the Board and representative of Kistefos AS, Henning E. Jensen, representative of Kistefos AS, Jenny Lindén Urnes, representative of Lindéngruppen AB and Lena Patriksson Keller, representative of Enneff Rederi AB, and Enneff Fastigheter AB, who jointly represent slightly more than 81.8 per cent of the votes of all shares in the company, proposes that the EGM elects attorney Johan Ljungberg at Mannheimer Swartling as Chairman of the EGM.

Item 6 – Approval of transfer of shares in the group company Västerviks Logistik och Industri AB

The Board of Directors proposes that the EGM approves that the subsidiary TransAtlantic Short Sea Bulk AB (the “Seller”) transfers its shares in Västerviks Logistik och Industri AB (reg. No. 556598-0454) (“VLI”) to      Carl Johan Carlstedt (the “Purchaser”).

The Seller is an indirectly wholly-owned subsidiary of TransAtlantic and owns all shares in VLI. The company conducts port and terminal operations in Västervik, partly on behalf of the Seller but also for third parties. By reason of VLI no longer being seen as a core holding, and being in a difficult financial situation, the Seller has agreed to transfer the shares in VLI to the Purchaser. The Purchaser is the managing director and a board member of VLI, which means that the transfer falls within the scope of Chapter 16 of the Swedish Companies Act (the so-called Leo rules) and is therefore conditional upon approval by the General Meeting of TransAtlantic.

During the financial year 2012, VLI reported sales of SEK 29 million and the company’s operating profit (EBIT) amounted to SEK 0,4 million. During 2013, VLI has lost its largest customer, meaning that the sales are expected to be cut in half during the current financial year. The budgeted operating profit (EBIT) for 2013 amounts to SEK ‑1,4 million.

The transfer price for the shares in VLI amounts to SEK 100,000. As at 30 June 2013, VLI had a debt owed to the Seller of SEK 416,295, which will be restored by the Seller on the closing date by an unconditional shareholders’ contribution of the same amount. Should the Purchaser sell the shares in VLI before 31 December 2014, the Seller is entitled to half of the transfer price exceeding SEK 100,000. The transfer agreement contains limited warranties and other terms that TransAtlantic’s Board of Directors deems to be in line with market conditions. The Board of Directors of TransAtlantic has obtained a so-called fairness opinion regarding the price of the shares in VLI from Ernst & Young, whose assessment is that a price of SEK 100,000 is reasonable from a financial perspective.

For a valid resolution regarding the transfer it is required that the Board of Directors’ proposal is supported by shareholders representing at least nine-tenths of both the votes cast and the shares represented at the EGM.

Item 7 – Approval of the Board of Directors’ resolution on a new share issue

The Board of Directors proposes that the EGM approves the Board of Directors’ resolution of 3 October 2013 regarding a new share issue on the following terms and conditions.

The Board of Directors, or whomever the Board of Directors may appoint among its members, is authorized to resolve, on 1 November 2013 at the latest, on the maximum amount by which the share capital shall be increased, the maximum number of shares to be issued (and thus the number of existing shares that shall entitle to subscription for a certain number of new shares) and the subscription price per share. The company’s shareholders shall have preferential rights to subscribe for the new shares in proportion to the shares previously held, whereby existing shares of series A shall entitle to subscription for new shares of series A and existing shares of series B shall entitle to subscription for new shares of series B (primary preferential rights). Shares not subscribed for on the basis of primary preferential rights shall be offered to all shareholders for subscription (subsidiary preferential rights). In case of oversubscription by subsidiary preferential rights, allotment shall be made to the subscribers pro rata to the number of shares previously held. If a subscription right (the primary preferential right) is sold, the subsidiary preferential right will also be transferred to the new holder. The record date for entitlement to participate in the new share issue with preferential rights shall be 8 November 2013. In the event that not all shares are subscribed for by exercise of primary or subsidiary preferential rights, remaining shares shall be allotted to the guarantor of the new share issue. Subscription for shares shall be carried out during the period as from 12 November 2013 up to and including 28 November 2013, or, as for the guarantor, up to and including 4 December 2013. The Board of Directors shall be entitled to extend the subscription period. Subscription for shares through exercise of subscription rights shall be made through simultaneous cash payment. Subscription without subscription rights shall be made on separate subscription list and shares allotted on such basis shall be paid in cash at the latest three (3) banking days after a notice of allotment has been sent to the subscriber. The new shares shall entitle to dividend as from the first record date for dividend to occur after the registration of the new share issue with the Swedish Companies Registration Office.

The company’s largest shareholder Kistefos AS (through the wholly-owned subsidiary Viking Invest AS) (“Kistefos”), has undertaken to subscribe for its pro rata share, i.e. the primary preferential right, of all shares in the new share issue (the “Subscription Undertaking”). In addition, Kistefos has undertaken to subscribe for any remaining shares that other shareholders do not subscribe for with primary or subsidiary preferential rights (the “Guarantee Undertaking”), corresponding to approximately 37.1 per cent of the new share issue. Kistefos currently holds approximately 62.9 per cent of the capital and approximately 58.4 per cent of the votes in the company. If the new share issue is not fully subscribed for, Kistefos will, due to fulfilment of the Subscription and Guarantee Undertaking, increase its share of the capital and votes in the company. The maximum share of capital and votes that Kistefos may reach will be published when the final terms of the new share issue have been decided by the Board of Directors. The Swedish Securities Council (Aktiemarknadsnämnden) has granted Kistefos an exemption from the mandatory bid requirement in the event that Kistefos’ share of votes in the company would increase, which pursuant to the Swedish Securities Council’s previous decisions (AMN 2010:27 and AMN 2011:25) would trigger a mandatory bid. A condition for the Swedish Securities Council’s exemption from the mandatory bid in respect of the Guarantee Undertaking, and also for the Guarantee Undertaking itself, is that the shareholders approve the Board of Directors’ new share issue resolution at a General Meeting with at least two thirds majority of both the votes cast and the shares represented at the General Meeting, disregarding shares owned and represented by Kistefos.

Information at the EGM
Upon request by any shareholder and where the Board of Directors believes that it may take place without significant harm to the company, the Board of Directors and the CEO will at the EGM provide information on circumstances which may affect the assessment of a matter on the agenda and the company’s relationship to other group companies. Anyone wishing to submit questions in advance can do so to Rederi AB TransAtlantic, Box 8809, SE-402 71 Gothenburg, Sweden, Att: EGM 2013.

Documents, etc.
Fairness opinion regarding the transfer under item 6 above and the Board of Directors’ complete resolution under item 7 and related documents pursuant to the Swedish Companies Act will be available on 15 October 2013, at the latest, at the company and on the company’s website, www.rabt.se. The documents will also be sent to shareholders who request this and have provided their address.

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Gothenburg in October 2013

Rederi AB TransAtlantic (publ)

The Board of Directors

Rederi AB TransAtlantic is a leading Swedish shipping company with headquarters in Gothenburg, Sweden and additional offices in Europe. The company is organized into two business areas: Industrial Shipping and Viking Supply Ships. The company has about 850 employees and the turnover in 2012 was MSEK 3,274. The Industrial Shipping business area consists of three divisions: Bulk, Container and RoRo. The company’s B-shares are listed on the NASDAQ OMX Stockholm, Small Cap segment. www.rabt.se

TransAtlantic is obliged to make this information public according to the Financial Markets Act and/or the Financial Instruments Trading Act (Sw: lagen om värdepappersmarknaden and lagen om handel med finansiella instrument). The information was submitted for publication on October 4, 2013 at 08.30 a.m (CET).

Rederi AB TransAtlantic (publ)
P O Box 8809, 402 71 Gothenburg, Sweden, ph: +46 (0)31-763 23 00
Org nr 556161-0113, www.rabt.se