• This circular provides details of the AGM of the Club in Hong Kong on 27th October 2008 and the arrangements for

voting by proxy.

Dear Sirs

The notice of the Annual General Meeting is given in the Directors' Report and Financial Statements for the year

ended 20th February 2008.

The Agenda is enclosed.

A Proxy Form and Schedule of Votes are enclosed in respect of the resolutions in items 4, 5 and 6 of the Agenda.

Please note the completed form must reach the Secretary at the latest 12 hours before the Annual General Meeting.

Nominations have been received for the election of three new Directors, namely, Mr P. B. Evensen, Mr E. Jones and

Mr M. Morooka. Details are contained in paragraph 5 of the Agenda.

Yours faithfully

THOMAS MILLER (BERMUDA) LTD.

27th OCTOBER 2008

Resolution to propose:

"That the Report and Accounts as audited and certified for the period ended 20th February 2008 be and are hereby adopted."

Notices of resignation have been received from Messrs T. Biggi, I.J. Gaunt, M. Sato and Dr T. Held. The following also retire in accordance with Bye-Law 14(C)(i) and being eligible, offer themselves for re-election.

Nominations have also been received for the following in accordance with Bye-Law 14(C)(iv):

is Executive Vice President and Chief Strategy Officer of Teekay Corporation. The company has 28 owned ships in the Association with total entered tonnage of 2,089,378.

is Chief Financial Officer of Carnival UK. The company has 95 owned ships in the Association with total entered tonnage of 2,758,718.

is Chief Executive Officer of NYK Group Europe Ltd. The company has 191 owned ships in the Association with total entered tonnage of 11,593,724.

Resolutions to propose:

(a) "That Mr E. André be re-elected a Director of the Association."

(b) "That Mr A.H. Azizan be re-elected a Director of the Association."

(c) "That Mr C.I. Caroussis be re-elected a Director of the Association."

(d) "That Mr M.L. Carthew be re-elected a Director of the Association."

(e) "That Mr P.B. Evensen be elected a Director of the Association."

(f) "That Mr S. Frank be re-elected a Director of the Association."

(g) "That Mr N.G. Inglessis be re-elected a Director of the Association."

(h) "That Mr E. Jones be elected a Director of the Association."

(i) "That Mr A.C. Margaronis be re-elected a Director of the Association."

(j) "That Mr M. Morooka be elected a Director of the Association."

(k) "That Mr P.A. Vasilchenko be re-elected a Director of the Association."

(l) "That Mr H. von Rantzau be re-elected a Director of the Association."

Messrs. Moore Stephens & Butterfield have expressed their willingness to continue in office as the Association's auditors.

Resolution to propose:

"That Messrs. Moore Stephens & Butterfield of Hamilton, Bermuda, be and are hereby appointed as auditors of the Association and that the Board be and is hereby authorised to determine their remuneration for the ensuing year."

Mr T. Biggi was in the chair and a quorum was present.

The Secretary read the notice of meeting.

The minutes of the Thirty Seventh Annual General Meeting held in Bermuda on 17th October 2006 and the minutes of the Special General Meeting held in Bermuda on 9th January 2007 were confirmed and signed by the Chairman as a correct record.

The Chairman advised the meeting that the proxy forms received from the Members showed overwhelming support for all of the resolutions set out in the agenda.

The Auditors' Report was read.

On the proposal of Mr E. André, seconded by Mr C.I. Caroussis, it was unanimously resolved:-

"That the Report and Accounts as audited and certified for the period ended 20th February 2007, be and are hereby adopted."

Mr T. Biggi recorded the thanks of the Board to Mr Hojo and Mr Ma Zehua who had left the Board since the previous Annual General Meeting for their dedicated service to the Association. He also thanked Mr Al-Roumi and Mr Lim, who were not seeking re-election, for the quality of their contributions to the affairs of the Association which would be greatly missed.

The Managers wished to be associated with these remarks.

On the proposal of Mr C.I. Caroussis, seconded by Dr O. Gast, it was agreed that the retiring Directors offering themselves for re-election in accordance with Bye-Law 14 (C)(i), together with those persons nominated in accordance with Bye-Law 14 (C)(iv), be elected by a single resolution.

On the proposal of Mr I. Gaunt, seconded by Mr M.L. Carthew, it was resolved:

"That the following persons be and are hereby elected Directors of the Association:

Messrs F.A.H. Ali, T. Biggi, Dr T. Held, Messrs J.P. Ioannidis, A.C. Junqueira Leite, T. Kaneko, C.E. Kertsikoff, J.M. Kopernicki, J.B. Lee, A.M. Lemos and Zhang Liang."

Mr Biggi welcomed the new Directors to the Board.

On the proposal of Mr A.C. Margaronis, seconded by Mr E. André, it was resolved:

"That with effect from 20th February 2008, the Chairman shall be paid an annual fee of $12,000; each Deputy Chairman shall be paid an annual fee of $7,500; and each other Director shall be paid an annual fee of $2,000; each Director shall in addition be paid a fee of $4,000 per Board meeting attended, $2,000 per Audit Committee meeting attended, and $1,000 per meeting attended of any other committee."

On the proposal of Mrs K. Siggins, seconded by Mr C.I. Caroussis, it was resolved:

"That Messrs. Moore Stephens & Butterfield of Hamilton, Bermuda be appointed as auditors of the Association and that the Board be authorised to determine their remuneration for the ensuing year."

Present: Mrs K. Siggins (Chair) and Mr E.T. Richards.

In attendance: Mr D. Hunter, Secretary. .

The Chairman opened the meeting and declared a quorum present.

The Chairman advised that the proxy forms received from the Members showed overwhelming support for all of the resolutions set out in the agenda.

The notice of meeting was taken as read.

On the proposal of Mrs K. Siggins, seconded by Mr E.T. Richards, the following resolution was unanimously passed:-

"That with effect from 12 noon Greenwich Mean Time on 20th February, 2008, the amendments to the Rules contained in the Appendix be and are hereby adopted"

There being no other business of the meeting, the Chairman declared the meeting closed.