AGM Information • Jun 25, 2025
AGM Information
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On Wednesday, June 25, 2025 at 14:00 (CEST), an extraordinary general meeting was held in Philly Shipyard ASA (under liquidation), reg. no. 991 851 526, digitally via Lumi AGM webcast.
The following matters were presented for consideration:
The extraordinary general meeting was opened by Caroline Brochmann Byhring from Advokatfirmaet BAHR AS. Byhring was appointed by the Board of Directors to open and chair the general meeting.
The list of shareholders attending the meeting showed that 7,396,917 shares, 61.09% of the shares were represented. The list is included on page 4. The voting results for the individual matters are included on page 5.
No objections were raised to the notice of the meeting and the agenda, and the general meeting was thus declared legally constituted.
Helena M. Christensen, from Advokatfirmaet BAHR, was elected to co-sign the minutes together with the chair of the meeting.
In accordance with the Board of Director's proposal, the general meeting adopted the following resolution:
"The Company shall promptly apply to the Oslo Stock Exchange for a delisting of all its shares from Euronext Expand pursuant to the Oslo Rule Book II section 2.10.2. "
In accordance with the Board of Director's proposal, the general meeting adopted the following resolution:
"The Company shall be converted from a public limited company (ASA) to a private limited company (AS). The conversion shall be effective upon delisting of the Company's shares from Euronext Expand. With effect from such conversion, the Company shall no longer have a Nomination Committee and the Company's articles of association shall be amended to read as follows:
The company's name is Philly Shipyard AS.
The company's business is to manage capital, own and manage companies and other activities related to capital management, including participating in or acquiring other businesses.
The company's share capital is NOK 125,747,660, divided into 12,574,766 shares, each with a face value of NOK 10. The company's shares shall be registered with Euronext Securities Oslo.
The shares are freely transferable, and the acquisition of shares is not subject to approval by the company. Shareholders do not have pre-emption rights under the Private Limited Liability Companies Act.
Provided documents concerning items to be discussed at the General Meeting are made available at the company's website, the requirement of sending the documents to the shareholders does not apply. This also applies for documents which, according to the law, shall be included in or attached to the notice of a General Meeting.
The Board can decide that the shareholders shall be able to cast votes in writing, including by electronic communication, in a period prior to the General Meeting. For such voting an adequate method to authenticate the sender shall be used."
In accordance with the Nomination Committee's proposal, the general meeting adopted the following resolution:
"Subject to and with effect from the Company being converted into a private limited company (AS), Charlotte Håkonsen (chair), Frank O. Reite and Svein Oskar Stoknes are elected as new members of the Company's Board of Directors, replacing Kristian Monsen Røkke, Jan Petter Hagen, Susan Hayman and Elin Karfjell."
In accordance with the Nomination Committee's proposal, the general meeting adopted the following resolution:
"The resigning members of the Board of Directors shall receive the following remuneration for the period from the Company's annual general meeting in 2025 until their resignation:
Chairman: NOK 136,250
Other members: NOK 107,750
Additional fee to the chairperson of the audit committee: NOK 16,000
Additional fee to the other members of the audit committee: NOK 12,750"
In accordance with the Nomination Committee's proposal, the general meeting adopted the following resolution:
"The resigning members of the Nomination Committee shall receive the following remuneration for the period from the Company's Annual General Meeting in 2025 until their resignation:
Chairman: NOK 14,250
Other members: NOK 11,500"
* * *
There were no further items for discussion. The chairman thanked the participants for their attendance and the meeting was then adjourned.
Oslo, 25 June 2025
Caroline Brochmann Byhring, meeting chair
(sign.) (sign.) Helena M. Christensen, co-signer
| Totalt representert / Attendance Summary Report Philly Shipyard ASA Generalforsamling / AGM 25 June 2025 |
14:10:49 | |
|---|---|---|
| Antall personer deltakende i møtet / | 4 | |
| Registered Attendees: | ||
| Totalt stemmeberettiget aksjer representert | 7,396,917 | |
| / Total Votes Represented: | ||
| Totalt antall kontoer representert / | 7 | |
| Total Accounts Represented: | ||
| Totalt stemmeberettiget aksjer / | 12,107,901 | |
| Total Voting Capital: | ||
| % Totalt representert stemmeberettiget / | 61.09% | |
| % Total Voting Capital Represented: | ||
| Totalt antall utstede aksjer / Total Capital: | 12,574,766 | |
| % Totalt representert av aksjekapitalen / % Total Capital | 58.82% | |
| Represented: | ||
| Selskapets egne aksjer / Company Own Shares: | 466,865 |
| Sub Total: | 4 | 0 | 7,396,917 | |||||
|---|---|---|---|---|---|---|---|---|
| Registrerte Ikke-Stemmeberettigede | ||||||||
| Registrerte Deltakere / | Deltakere / Registered Non-Voting | Registrerte Stemmer | Kontoer / | |||||
| Kapasitet / Capacity | Registered Attendees | Attendees | / Registered Votes | Accounts | ||||
| Aksjonær / Shareholder (web) | 2 | 0 | 151,956 | 2 | ||||
| Forhåndsstemmer / Advance votes | 1 | 0 | 7,241,131 | 2 | ||||
| Styrets leder med fullmakt / COB with Proxy | 1 | 0 | 3,830 | 3 |
MarƟn S. Bråten DNB Bank ASA Issuer services
Som registreringsansvarlig for avstemmingen på generalforsamlingen for aksjonærene i selskapet avholdt den 25 June 2025, BEKREFTES HERVED at resultatet av avstemmingen er korrekt angitt som følger:-
/
As scrutineer appointed for the purpose of the Poll taken at the General Meeting of the Members of the Company held on 25 June 2025, I HEREBY CERTIFY that the result of the Poll is correctly set out as follows:-
| STEMMER / | % | STEMMER / | % | STEMMER / | STEMMER | % AV STEMME | IKKE AVGITT | ||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| VOTES | VOTES | VOTES | TOTALT / | BERETTIG KAPITAL | STEMME I MØTET / | ||||||
| FOR | MOT / | AVSTÅR / | VOTES TOTAL | AVGITT STEMME / % | NO VOTES IN | ||||||
| ISSUED VOTING SHARES | MEETING | ||||||||||
| AGAINST | WITHHELD | VOTED | |||||||||
| 1 | 7,396,917 100.00 | 0 | 0.00 | 0 | 7,396,917 | 61.09% | 0 | ||||
| 2 | 7,396,917 100.00 | 0 | 0.00 | 0 | 7,396,917 | 61.09% | 0 | ||||
| 3 | 7,396,917 100.00 | 0 | 0.00 | 0 | 7,396,917 | 61.09% | 0 | ||||
| 4 | 7,396,917 100.00 | 0 | 0.00 | 0 | 7,396,917 | 61.09% | 0 | ||||
| 5 | 7,396,917 100.00 | 0 | 0.00 | 0 | 7,396,917 | 61.09% | 0 | ||||
| 6 | 7,396,917 100.00 | 0 | 0.00 | 0 | 7,396,917 | 61.09% | 0 | ||||
| 7 | 7,396,917 100.00 | 0 | 0.00 | 0 | 7,396,917 | 61.09% | 0 |
Martin S. Bråten DNB Bank ASA Issuer services
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