Philly Shipyard — AGM Information 2014

Feb 7, 2014

Unauthorized translation. In the event of any discrepancy between the Norwegian and English text, the Norwegian takes precedence.

MINUTES OF

EXTRAORDINARY GENERAL MEETING IN

AKER PHILADELPHIA SHIPYARD ASA

An Extraordinary General Meeting of Aker Philadelphia Shipyard ASA was held on 7 February 2014 at 17:00h (CET) at Advokatfirmaet BA-HR DA, Tjuvholmen alle 16, 0252 Oslo.

The following issues were on the agenda:

1. OPENING OF THE GENERAL MEETING

Arne Tjaum, appointed by the Chairman of the Board and the Board of Directors to open the meeting, opened the general meeting and informed about the attendance. The list over attending shareholders showed that 8,529,824 shares, corresponding to 83.91 % of the issued shares were represented. The list of attending shareholders is set out on page 3. The voting result for each respective item is set out on page 4.

2. ELECTION OF PERSON TO CO-SIGN THE MINUTES OF THE MEETING ALONG WITH THE CHAIRPERSON OF THE MEETING

Eli Karine Navestad was elected to co-sign the minutes together with the Chairperson of the meeting.

3. APPROVAL OF THE NOTICE AND THE AGENDA FOR THE MEETING

No objections were made to the notice and the agenda, and the general meeting was declared duly constituted.

4. SHARE CAPITAL INCREASE BY WAY OF A PRIVATE PLACEMENT

The Chairperson explained the proposal from the Board of Directors to increase the share capital by way of a private placement. In accordance with the proposal, the general meeting passed the following resolution:

• (a) The share capital is increased by minimum NOK 10 and maximum NOK 22,500,000, by issue of minimum 1 share and maximum 2,250,000 shares, each with a nominal value of NOK 10.
• (b) The shares shall be subscribed by Pareto Securities AS, on behalf of the investors who have entered into application agreements with the Company and Pareto Securities AS. The preemptive rights of the existing shareholders pursuant to section 10-4 of the Public Limited Liabilities Companies Act are derogated from, cf. section 10-5.

• (c) The subscription price is NOK 165 per share. Subscription of shares shall take place on a designated subscription form within 25 February 2014.

• (d) Payment for the shares shall take place by way of cash payment to a designated bank account within 25 February 2014.

• (e) The new shares give shareholder's rights in the Company, including the right to dividends, from the time of registration of the share capital increase in the Norwegian Register of Business Enterprises. At the same time, section 3, first sentence, of the Articles of Association shall be amended to state the share capital, number of shares and nominal value following the share capital increase.

• (f) The estimated costs for the share capital increase are NOK 15 million.

• AUTHORIZATION TO THE BOARD OF DIRECTORS TO INCREASE THE SHARE CAPITAL IN CONNECTION WITH A SUBSEQUENT OFFERING

The Chairperson explained the proposal from the Board of Directors to grant an authorization to the Board of Directors to increase the share capital in connection with a subsequent offering of shares. In accordance with the above, the General Meeting passed the following resolution:

• (a) The Board of Directors is authorized to increase the Company's share capital by up to NOK 3,370,000.
• (b) This authorization is valid up to the annual general meeting in 2014, but no longer than June 30,2014.
• (c) The pre-emptive rights of the existing shareholders pursuant to section 10-4 of the Public Limited Liabilities Companies Act may be derogated from.
• (d) This authorization shall be used for the purposes of a subsequent offering of shares directed towards the shareholders of the Company as of the expiry of January 16, 2014, as registered in Company's shareholder register with the Norwegian Securities Depository (VPS) as of expiry of January 21, 2014, and who did not participate in the private placement resolved pursuant to item 4 above ("Eligible Shareholders"). For the purposes of determining Eligible Shareholders, the Board of Directors may look solely to a transcript from the Company's shareholder register with the VPS on January 16, 2014, without further consideration of whether this actually reflects who were shareholders as of expiry of January 21, 2014.

There were no further items on the agenda. The Chairperson of the meeting thanked the participants for their attendance, and the General Meeting was thereafter adjourned.

* * *

Oslo, 7 February 2014

(sign. ) Arne Tjaum, Chairperson

(sign.) Eli Karine Navestad, co-signer

Total Represented

ISIN:	N00010395577 AKER PHILADELPHIA SHIPYARD ASA
General meeting date: 07/02/201417.00
Today:	07.02.2014

Number of persons with voting rights represented/attended: 1

	Number of shares 010 se
Total shares	10,165,305
- own shares of the company	O
Total shares with voting rights	10,165,305
Represented by advance vote		7,246,211 71.28 %
Sum own shares	7,246,211	71.28 %
Represented by proxy	100	0.00 %
Represented by voting instruction		1,283,513 12.63 %
Sum proxy shares	1,283,613	12.63 %
Total represented with voting rights	8,529,824	83.91 %
Total represented by share capital	8,529,824	83.91 %

Registrars Department

Signature company:

AKER PHILADELPHIA SHIPYARD ASA

Protocol for general meeting AKER PHILADELPHIA SHIPYARD ASA

ISIN:	N00010395577 AKER PHILADELPHIA SHIPYARD ASA
General meeting date: 07/02/201417.00
Today:	07.02.2014

Shares class	FOR	Against Poll in				Abstain Poll not registered Represented shares with voting rights
Agenda item 2 Election of a person to co-sign the meeting minutes along with the meeting
Ordinær	8,529,824	O	8,529,824	o	O	8,529,824
votes cast in %		100.00 % 0.00 %		0.00 %	0.00 %
representation of se in %	100.00 %	0.00 %	100.00 %	0.00 %
Total	8,529,824		o 8,529,824	o	o	8,529,824
Agenda item 3 Approval of the notice and the agenda for the meeting
Ordinær	8,529,824	o	8,529,824	o	o	8,529,824
votes east In %	100.00 %	0.00 %		0.00 %	0.00 %
representation of se in %	100.00 %	0.00 %	100.00 % 0.00 %
Total	8,529,824		o 8,529,824	o	o	8,529,824
Agenda item 4 Share capital increase by way of a private placement
Ordinær	8,528,962	862	8,529,824	o	o	8,529,824
votes east in %		99.99 % 0.01 %		0.00 %	0.00 %
representation of se in %	99.99 %	0.01 %	100.00 % 0.00 %
Total	8,528,962		862 8,529,824	o	o	8,529,824
Agenda item 5 Authorization to the Board of Directors to increase the share capital in
Ordinær	8,528,962	862	8,529,824	o	o	8,529,824
votes cast in %		99.99 % 0.01 %		0.00 %	0.00%
representation of se in %	99.99 %	0.01 %	100.00 % 0.00 %
Total	8,528,962		862 8,529,824	o	o	8,529,824

	Signature company:
	AKER PHILADELPHIA SHIPYARD ASA
Share information

Name	Total number of shares Nominal value Share capital		Voting rights
Ordinær	10,165,305	10.00 101,653,050.00 Yes
Sum:

§ 5-17 Generally majority requirement requires majority of the given votes

§ 5-18 Amendment to resolution

Requires two-thirds majority of the given votes like the issued share capital represented/attended on the general meeting