Philly Shipyard — AGM Information 2016

Sep 12, 2016

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

MINUTES OF

EXTRAORDINARY GENERAL MEETING IN

PHILLY SHIPYARD ASA

On Monday September 12, 2016 at 14:30 an Extraordinary General Meeting in Philly 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 Arild Støren Frick, 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 9 883 888 shares, corresponding to 78.60% 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

Attorney Pernille Woxen Burum was elected to co-sign the minutes along with the meeting chair.

3. DISTRIBUTION OF EXTRAORDINARY DIVIDEND — APPROVAL OF INTERIM BALANCE SHEET

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

The Board of Directors' proposal for the interim balance sheet as of June 30, 2016 is approved.

The Company shall distribute an extraordinary dividend of USD 3.00 per share, in the aggregate amount of USD 36,323,703.

* * *

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, September 12, 2016

(sign.) (sign.) Arild Støren Frick, Chairman Pernille Woxen Burum, co-signer

Total Represented

ISIN:	NO0010395577 PHILLY SHIPYARD ASA
General meeting date: 12/09/2016 14.30
Today:	12.09.2016

Number of persons with voting rights represented/attended: 2

12,574,766
466,865
12,107,901
	0.01%
21	$0.00 \%$
Total represented with voting rights
	Number of shares % sc 7,237,631 59.78 % 592 7,238,223 59.78 % 2,645,644 21.85 % 2,645,665 21.85 % 9,883,888 81.63 % $9,883,888$ 78.60 %

Registrar for the company:

Signature company:

DNB Bank ASA

ÐI Verdipapirservice

PHILLY SHIPYARD ASA

Protocol for general meeting PHILLY SHIPYARD ASA

ISIN:	NO0010395577 PHILLY SHIPYARD ASA
General meeting date: 12/09/2016 14.30
Today:	12.09.2016

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	9,883,888	0	9,883,888	0	0	9,883,888
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 %	78.60 %	0.00%	78.60 %	0.00%	0.00%
Total	9,883,888		0.9.883.888	$\mathbf o$	$\mathbf o$	9,883,888
Agenda item 2. Election of a person to co-sign meeting minutes along with meeting chair.
Ordinær	9,883,888	$\Omega$	9,883,888	0	o	9.883.888
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 %	78.60%	0.00%	78.60%	0.00%	0.00%
Total	9,883,888		$0$ 9,883,888	$\mathbf o$	0	9,883,888
Agenda item 3. Distribution of extraordinary dividend , approval of interim balance sheet
Ordinær	9,883,888	0	9,883,888	$\Omega$	o	9.883.888
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 %	78.60%	0.00%	78.60 %	0.00%	0.00%
Total	9,883,888	$\mathbf{0}$	9,883,888	o	$\circ$	9,883,888

Registrar for the company:

Signature company:

DNB Bank ASA

PHILLY SHIPYARD ASA

Share information

Name	Total number of shares Nominal value Share capital		Votina riahts
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