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AGM-R - Philly Shipyard ASA (under liquidation): Minutes from extraordinary general meeting - Attachment: Minutes of EGM June 2025_eng.pdf

Company: Philly Shipyard Date: 2025-06-25 Language: English Register to download
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#### **MINUTES FROM THE EXTRAORDINARY GENERAL MEETING IN**

#### **PHILLY SHIPYARD ASA (under liquidation)**

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:

## **1. OPENING OF THE ANNUAL GENERAL MEETING, INCLUDING APPROVAL OF THE NOTICE AND AGENDA**

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.

### **2. ELECTION OF A PERSON TO CO-SIGN THE MINUTES ALONG WITH THE MEETING CHAIR**

Helena M. Christensen, from Advokatfirmaet BAHR, was elected to co-sign the minutes together with the chair of the meeting.

#### **3. DELISTING THE COMPANY'S SHARES FROM EURONEXT EXPAND**

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. "*

## **4. CONVERSION TO A PRIVATE LIMITED COMPANY AND NEW ARTICLES OF ASSOCIATION**

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:*

#### *§ 1 Company name*

*The company's name is Philly Shipyard AS.*

#### *§ 2 The object of the company*

*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.*

#### *§ 3 Share capital*

*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.*

#### *§ 4 Transferability of shares*

*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.*

#### *§ 5 General meeting*

*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."*

#### **5. CHANGES TO THE BOARD OF DIRECTORS**

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."* 

# **6. DETERMINATION OF REMUNERATION TO THE RESIGNING MEMBERS OF THE BOARD OF DIRECTORS**

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"*

## **7. DETERMINATION OF REMUNERATION TO THE RESIGNING MEMBERS OF THE NOMINATION COMMITTEE**

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

#### Vedlegg 1 / Appendix 1: Fremmøtte aksjonærer / Shareholders present

| Totalt representert /<br>Attendance Summary Report<br>Philly Shipyard ASA<br>Generalforsamling / AGM<br>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

#### Vedlegg / Appendix 2: Stemmeoversikt / Voting overview

#### Philly Shipyard ASA GENERALFORSAMLING / AGM 25 June 2025

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                |  |  |  |

#### Totalt antall stemmeberettigede aksjer / Issued voting shares: 12,107,901

Martin S. Bråten DNB Bank ASA Issuer services