Philly Shipyard — AGM Information 2014

Jan 17, 2014

AKER PHILADELPHIA SHIPYARD ASA NOTICE OF EXTRAORDINARY GENERAL MEETING

Notice is hereby provided of the extraordinary general meeting of Aker Philadelphia Shipyard ASA on Friday 7 February 2014 at 17:00h (CET) at Advokatfirmaet BA-HR DA, Tjuvholmen Allé 16, 0252 Oslo, Norway. Ballots will be distributed at the meeting venue from 16:30h to 17:00h (CET) on the day of the extraordinary general meeting.

The extraordinary general meeting will be held for the purposes stated below:

• 1. Opening of the extraordinary general meeting (no voting)
• 1. Election of a person to co-sign the minutes of meeting along with the chair of the meeting
• 1. Approval of the notice and the agenda for the meeting
• 1. Share capital increase by way of a private placement
• 1. Authorization to the Board of Directors to increase the share capital in connection with a subsequent offering

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The shares of the company and the right to vote for shares

The company's share capital is NOK 101,653,050 divided into 10,165,305 shares. Each share carries one vote.

Each shareholder has the right to vote for the number of shares owned by the shareholder and registered in the shareholder's register with the Norwegian Central Securities Depository (VPS) at the time of the general meeting. If a share acquisition has not been registered with the Norwegian Central Securities Depository (VPS) at the time of the general meeting, voting rights for the acquired shares may only be exercised if the acquisition is reported to the Norwegian Central Securities Depository (VPS) and proven at the general meeting. In a share transfer, the parties may agree that the seller can exercise the shareholder rights until the rights have been assumed by the acquirer.

In the company's view, neither the beneficial owner nor the agent has the right to vote for shares registered on nominee accounts with the Norwegian Central Securities Depository (VPS), cf. the Public Limited Companies Act section 4-10. The beneficial owner may, however, vote for the shares in the event all necessary steps are taken to terminate the custodian registration of the shares, and the shares are transferred to an ordinary account registered with the Norwegian Central Securities Depository (VPS), in the owner's name. Provided that the owner can document such conduct, and he has an actual ownership interest in the company, he may, in the company's opinion, vote for the shares, even though they are not yet registered on an ordinary VPS-account.

The shareholders' rights

A shareholder cannot demand that new items are added to the agenda now, as the deadline for such request has expired, cf. Public Limited Companies Act section 5-11 second sentence.

A shareholder has the right to make proposals for a resolution regarding the items which will be considered by the general meeting.

A shareholder has the right to request the Board members and the CEO to provide necessary information to the general meeting that may influence the approval of the annual accounts and the Board of Directors' report; items brought before the general

meeting for approval; the company's financial state, including information on other companies in which the company participates, and other items to be discussed at the general meeting, unless the information requested may not be disclosed without causing disproportionate harm to the company.

If additional information is necessary, and an answer is not given at the general meeting, a written answer shall be prepared within two weeks from the date of the general meeting. Such answer shall be available at the company's office and sent to shareholders requesting the information. If the answer is considered material for evaluation of the circumstances mentioned in the previous paragraph, the answer should be sent to all shareholders with a known address.

Registration of attendance to the general meeting

Shareholders who wish to participate at the extraordinary general meeting, either in person or by proxy, may register attendance via Aker Philadelphia Shipyard ASA's website www.phillyshipyard.com (PIN-code and reference number from the notice of attendance is required). Alternatively, notice of attendance or proxy may be submitted via VPS Investor Services. Registration of notice of attendance may also be scanned and sent by email to genf@dnb.no or be submitted by post to DNB Bank ASA, Registrar's Department, P.O. Box 1600 Sentrum, 0021 Oslo, Norway.

Notification of attendance must be sent electronically or received no later than 5 February 2014 at 12:00h (CET). Shareholders who fail to register by this deadline may be denied access to the extraordinary general meeting and denied the right to vote, cf. the company's articles of association section 8.

Proxy

A shareholder, not present himself at the general meeting, may grant proxy to a nominated proxy holder. Any proxy not naming a proxy holder will be deemed given to the chairman or a person designated by him. Enclosed with the notice of general meeting is a form for granting proxy. You may scan and send the proxy by email to genf@dnb.no, or send by post to DNB Bank ASA, Registrar's Department, P.O. Box 1600 Sentrum, 0021 Oslo, Norway. The proxy may also be submitted via VPS Investor Services or the company's website www.phillyshipyard.com (PIN-code and reference number from the Notice of Attendance is required).

Shareholders may also grant proxy with voting instructions. A separate proxy form for such detailed voting instructions is enclosed with the notice of general meeting. Proxy with voting instructions may be scanned and sent by email to genf@dnb.no, or be submitted by post to Aker Philadelphia Shipyard ASA c/o DNB Bank ASA, Registrar's Department, P.O. Box 1600 Sentrum, 0021 Oslo, Norway. Online registration of proxy with voting instructions is not possible.

For all proxies with and without instructions, the same deadline applies as for notification of attendance, 5 February 2014 at 12:00h (CET). Proxies must arrive before the deadline.

Voting by means of electronic communication prior to the general meeting

A shareholder, not present himself at the general meeting, may prior to the general meeting cast vote on each agenda item via the company's website www.phillyshipyard.com or via VPS Investor Services (PIN-code and reference number from the Notice of Attendance is required). The deadline for prior voting is 5 February 2014 at 12:00h (CET). Until the deadline, votes already cast may be changed or withdrawn. If a shareholder elects to attend the general meeting in person or by proxy, votes already cast prior to the general meeting will be considered withdrawn.

Agenda papers and proposed resolutions

Documents concerning matters to be considered at the general meeting are in accordance with section 8 of the company's articles of association made available at the company's website www.phillyshipyard.com and will consequently not be distributed with the notice. Shareholders may request that documents are sent to them by contacting the company via email kelly.whitaker@phillyshipyard.com or regular mail to Aker Philadelphia Shipyard ASA, P.O. Box 1423 Vika, N-0115 Oslo, Norway. Proposed general meeting resolutions are also available at the company's website.

Building the Future

part of Aker

Pursuant to section 8 of Aker Philadelphia Shipyard ASA's articles of association and Section 5-12 (1) of the Norwegian Public Limited Companies Act, the Board of Directors and the Chairman of the Board have appointed Arne Tjaum of Advokatfirmaet BA-HR DA to open and chair the extraordinary general meeting.

The notice of the extraordinary general meeting and additional information related to the general meeting, is also available at Aker Philadelphia Shipyard ASA's website, www.phillyshipyard.com.

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16 January 2014 Aker Philadelphia Shipyard ASA Board of Directors

Enclosures: Appendix 1 – Notice of attendance/proxy Appendix 2 – Proposed resolutions

"last name + first name" "name 3" "address 1" "address 2" "postal code + town" "country"

Reference no.: PIN code:

Notice of extraordinary general meeting

The extraordinary general meeting of Aker Philadelphia Shipyard ASA will take place at Friday 7 February 2014 at 17:00h (CET) at Advokatfirmaet BA-HR DA, Tjuvholmen Allé 16, 0252 Oslo, Norway.

If the shareholder is a legal entity, please identify the authorised representative:

____ Name of authorised representative (To grant a proxy, please use one of the proxy forms below)

Notice of attendance/voting prior to meeting

The undersigned (name in capital letters):

will attend the extraordinary general meeting on 7 February 2014 and exercise the voting rights attached to the following shares:

own shares, and/or other shares in accordance with the enclosed proxy/proxies, i.e. shares in total.

This notice of attendance must be received by DNB Bank ASA by 12 p.m. on 5 February 2014.

Notice of attendance may be sent electronically via Aker Philadelphia Shipyard ASA's website – www.phillyshipyard.com – or via VPS Investor Services. Alternatively, this notice of attendance may also be scanned and sent by email to genf@dnb.no, be submitted by post to DNB Bank ASA, Registrar's Department, P.O. Box 1600 Sentrum, 0021 Oslo, Norway.

Advance votes may only be cast electronically via Aker Philadelphia Shipyard ASA's website – www.phillyshipyard.com – or via VPS Investor Services. Votes must be registered by 12 p.m. on 5 February 2014. A reference number and pin code are required to access the electronic system for notification of attendance and advance voting via Aker Philadelphia Shipyard ASA's website. Votes already cast may be amended or withdrawn prior to the deadline.

__________________ ___________________ _____________________________________________________ Place Date Shareholder's signature (Sign only if attending in person. To grant a proxy, please use one of the forms below.)

Proxy (without voting instructions) Reference no.: PIN code:

This proxy form must be used when granting a proxy without voting instructions. To grant a proxy with voting instructions, please use the form on page 2.

If you are unable to attend the extraordinary general meeting in person, you may grant a proxy to an authorised representative, or you may submit the proxy form without appointing a proxy holder, in which case the proxy will be deemed to be granted to the Chairman of the Board of Directors or a person authorised by him.

The proxy form must be received by DNB Bank ASA, Registrar's Department, by 12 p.m. on 5 February 2014.

The proxy may be sent electronically via Aker Philadelphia Shipyard ASA's website – www.phillyshipyard.com – or via VPS Investor Services. Alternatively, the proxy may also be scanned and sent by email to genf@dnb.no, be submitted by post to DNB Bank ASA, Registrar's Department, P.O. Box 1600 Sentrum, 0021 Oslo, Norway.

The undersigned (name in capital letters): ___________________________ hereby grants (tick one of the two boxes):

o the Chairman of the Board of Directors (or a person authorised by him)

o _____________________________________________ (Name of proxy holder in capital letters)

a proxy to attend and exercise the voting rights attached to my/our shares at the extraordinary general meeting of Aker Philadelphia Shipyard ASA on 7 February 2014.

___________________ ___________ ______________________________________________________________ Place Date Shareholder's signature (Sign only if granting a proxy.)

Attendance and voting rights are governed by the Norwegian Public Limited Liability Companies Act, in particular Chapter 5. If the shareholder is a company, the company's certificate of registration must be attached to the proxy.

Proxy (with voting instructions) Reference no.: PIN code:

This proxy form must be used when granting a proxy with voting instructions. If you are unable to attend the general meeting in person, you may use this proxy form to issue voting instructions. You may grant a proxy with voting instructions to an authorised representative, or you may submit the proxy form without appointing the proxy holder, in which case the proxy will be deemed to be granted to the Chairman of the Board of Directors or a person authorised by him.

The proxy form must be received by DNB Bank ASA, Registrar's Department, by 12 p.m. on 5 February 2014.

The proxy may also be scanned and sent by email to genf@dnb.no, be submitted by post to DNB Bank ASA, Registrar's Department, P.O. Box 1600 Sentrum, 0021 Oslo, Norway.

The undersigned (name in capital letters): __________________________________ hereby grants (tick one of the two boxes):

o the Chairman of the Board of Directors (or a person authorised by him)

o ____________________________________

Name of proxy holder (in capital letters)

a proxy to attend and exercise the voting rights attached to my/our shares at the extraordinary general meeting of Aker Philadelphia Shipyard ASA on 7 February 2014.

The voting rights shall be exercised in accordance with the instructions below. Please note that if any item below is not voted on (no box is ticked), this will be deemed to be an instruction to vote "in favour" of that item. However, if any motions are received from the floor in addition to or in replacement of the proposals in the notice, the proxy holder may vote or abstain from voting at his discretion. In that case, the proxy holder will vote on the basis of his reasonable understanding of the motion. The same applies if there is any doubt as to how the voting instructions should be understood. Where no such reasonable understanding of the motion can be formed, the proxy holder may abstain from voting.

Agenda extraordinary general meeting 7 February 2014	For	Against	Abstention
1. Opening of the extraordinary general meeting	No voting
2. Election of a person to co-sign the meeting minutes along with the meeting chair.	o	o	o
3. Approval of the notice and the agenda for the meeting	o	o	o
4. Share capital increase by way of a private placement	o	o	o
5. Authorization to the Board of Directors to increase the share capital in connection with a subsequent offering	o	o	o

___________________________________ ___________ ______________________________________________

Place Date Shareholder's signature (Sign only if granting a proxy with voting instructions.)

Attendance and voting rights are governed by the Norwegian Public Limited Liability Companies Act, in particular Chapter 5. A written power of attorney dated and signed by the shareholder granting the proxy must be presented at the meeting.

If the shareholder is a company, the company's certificate of registration must be attached to the proxy.

APPENDIX 2: PROPOSED RESOLUTIONS FOR THE EXTRAORDINARY GENERAL MEETING

Item 4: Share capital increase by way of a private placement

The Board of Directors proposes that the general meeting passes 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 January 2014.
• (d) Payment for the shares shall take place by way of cash payment to a designated bank account within 25 January2014.
• (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.

Item 5: Authorization to the Board of Directors to increase the share capital in connection with a subsequent offering

The Board of Directors proposes that the general meeting passes 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."

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The company's latest financial statements, annual report and audit opinion are available at the company's registered office in Fjordalléen 16, 0250 Oslo, Norway.