Philly Shipyard — AGM Information 2015

Nov 30, 2015

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

On Monday November 30, 2015 at 14:00 an Extraordinary General Meeting in Aker Philadelphia Shipyard ASA was held at Advokatfirmaet BA-HR DA, Tjuvholmen Allé 16, 0252 Oslo.

The following items were on the agenda:

1. OPENING OF THE EXTRAORDINARY GENERAL MEETING, INCLUDING APPROVAL OF THE NOTICE AND AGENDA

The Extraordinary General Meeting was opened and chaired by attorney Pernille Woxen Burum, appointed by the Board of Directors and the Chairman of the Board to open and chair the General Meeting.

The record of attending shareholders showed that 10,681,852 shares, corresponding to 88.22% of the 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.

No objections were made to the notice and the agenda, and the General Meeting was declared duly constituted.

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

Arne Tjaum was elected to co-sign the minutes along with the meeting chair.

3. AMENDMENT OF THE COMPANY'S NAME

In accordance with the proposal from the Board of Directors, the General Meeting adopted the following resolution:

The Company's name is amended to Philly Shipyard ASA. The Articles of Association § 1 second sentence is amended to read: "The company's name is Philly Shipyard ASA".

* * *

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

Oslo, November 30, 2015

(sign.) (sign.) Pernille Woxen Burum, Chairman Arne Tjaum, co-signer

Total Represented

ISIN:	NO0010395577 AKER PHILADELPHIA SHIPYARD ASA
General meeting date: 30/11/2015 14.00
Today:	30.11.2015

Number of persons with voting rights represented/attended: 2

	Number of shares % sc
Total shares	12,574,766
- own shares of the company	466,865
Total shares with voting rights	12,107,901
Represented by own shares	14,986	$0.12 \%$
Represented by advance vote	7,284,701	60.17 %
Sum own shares	7,299,687	60.29%
Represented by proxy	121	0.00%
Represented by voting instruction	3,382,044 27.93 %
Sum proxy shares	3,382,165 27.93 %
Total represented with voting rights	10,681,852 88.22 %
Total represented by share capital	10,681,852 84.95 %

Registrar for the company:	Signature company:
DNB Bank ASA	AKER PHILADELPHIA SHIPYARD ASA

$\sim$

and the control

$\overline{\epsilon}$

Protocol for general meeting AKER PHILADELPHIA SHIPYARD ASA

ISIN:	NO0010395577 AKER PHILADELPHIA SHIPYARD ASA
General meeting date: $30/11/2015$ 14.00
Today:	30.11.2015

Shares class	FOR	Against Poll in				Abstain Poll not registered Represented shares with voting rights
Agenda item 1 Opening of the extraordinary general meeting, including approval of the notice and agenda
Ordinær	10,681,800	0	10,681,800	52	0	10,681,852
votes cast in %	100.00 %	0.00%		0.00%
representation of sc in %	100.00 %	0.00%	100.00 %	0.00%	0.00%
total sc in %	84.95 %	$0.00 \%$	84.95 %	0.00%	$0.00 \%$
Total	10,681,800	$\mathbf{0}$	10,681,800	52	0	10,681,852
Agenda item 2 Election of a person to co-sign meeting minutes along with meeting chair.
Ordinær	10,681,800	$\mathbf 0$	10,681,800	52	$\mathbf{0}$	10,681,852
votes cast in %	100.00 %	0.00 %		$0.00 \%$
representation of sc in %	100.00 %	$0.00 \%$	100.00 %	0.00%	0.00%
total sc in %	84.95 %	$0.00 \%$	84.95 %	$0.00 \%$	$0.00 \%$
Total	10,681,800	$\mathbf{0}$	10,681,800	52	0	10,681,852
	Agenda item 3 Amendment of company name.
Ordinær	10,681,535	317	10,681,852	0	0	10,681,852
votes cast in %	100.00 %	0.00%		$0.00 \%$
representation of sc in %	100.00 %	$0.00 \%$	100.00 %	$0.00 \%$	$0.00 \%$
total sc in %	84.94 %	0.00%	84.95 %	$0.00 \%$	$0.00 \%$
Total	10,681,535	317	10,681,852	$\mathbf o$	o	10,681,852

Registrar for the company:

Signature company:

DNB Bank ASA

AKER PHILADELPHIA SHIPYARD ASA

Share information

Name	Total number of shares Nominal value Share capital		Voting rights
Ordinær	12.574.766	10.00 125,747,660.00 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