Philly Shipyard — AGM Information 2016

Jan 11, 2016

PHILLY SHIPYARD ASA NOTICE OF EXTRAORDINARY GENERAL MEETING

Notice is hereby provided of the extraordinary general meeting of Philly Shipyard ASA on Monday 1 February 2016 at 14:00h (CET) at Advokatfirmaet BA-HR DA, Tjuvholmen Allé 16, 0252 Oslo, Norway. Ballots will be distributed at the meeting venue from 13:45h to 14:00h (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, including approval of the notice and agenda.
• 1. Election of a person to co-sign meeting minutes along with meeting chair.
• 1. Election of new Chairman of the Board.

The Nomination Committee proposes that the general meeting passes the following resolution:

"Kristian Røkke shall resign from the Board of Directors.

In accordance with the proposal from the Nomination Committee, Jim Miller is elected as Chairman of the Board for a period up to the Company's annual general meeting in 2018.

The Board of Directors of Philly Shipyard ASA will then consist of the following members:

Jim Miller (Chairman) Audun Stensvold (Deputy Chairman) Elin Karfjell Amy Humphreys"

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

As of the date of this notice, the company's share capital is NOK 125,747,660 divided into 12,574,766 shares. Each share carries one vote, however, no voting rights may be exercised for the Company's own shares (treasury shares).

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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 Norwegian Public Limited Liability 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. the Norwegian Public Limited Liability 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 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 known addresses.

Registration of attendance to the general meeting

Shareholders who wish to participate at the extraordinary general meeting either in person or by proxy, must notify the company of their attendance no later than Thursday 28 January 2016 at 12:00h CET. Notification of attendance can be given via the company's website www.phillyshipyard.com or via VPS Investor Services, a service offered by most registrars in Norway, or by completing and returning the enclosed attendance form scanned by email to genf@dnb.no, or alternatively by post to DNB Bank ASA, Registrar's Department, P.O. Box 1600 Sentrum, 0021 Oslo.

Notification of attendance must be sent electronically or received no later than the deadline stated above. 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 Articles of Association section 8. Proxy with or without voting instructions, can if desirable, be given to the meeting chair or the person he appoints.

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 Thursday 28 January 2016 at 12:00h CET. Up until the deadline, votes already cast may be changed or withdrawn. If a shareholder chooses to attend the general meeting in person or by proxy, votes already cast prior to the general meeting will be considered withdrawn.

The following documents will be available on www.phillyshipyard.com:

• This notice and the enclosed form for notice of attendance/proxy
• The proposal from the Nomination Committee.

Pursuant to section 8 of Philly Shipyard ASA's Articles of Association and section 5-12 (1) of the Norwegian Public Limited Liability Companies Act, the Board of Directors and the Chairman of the Board have appointed attorney Pernille Woxen Burum to open and chair the extraordinary general meeting. Any shareholder, who wants to receive the documents, can contact the company via email ir@phillyshipyard.com or regular mail to Philly Shipyard ASA, P.O. Box 1423 Vika, 0115 Oslo, Norway.

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11 January 2016 Philly Shipyard ASA Board of Directors

Enclosure: Notice of attendance/Proxy

Reference no.: PIN code:

Notice of extraordinary general meeting

An extraordinary general meeting of Philly Shipyard ASA will take place on Monday 1 February 2016 at 14:00h (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 1 February2016 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 Thursday 28 January 2016 at 12.00h (CET).

Notice of attendance may be sent electronically via Philly Shipyard ASA's website – www.phillyshipyard.com – or via VPS Investor Services. This 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.

Advance votes may only be cast electronically via Philly Shipyard ASA's website – www.phillyshipyard.com– or via VPS Investor Services. A reference number and pin code are required to access the electronic system for notification of attendance and advance voting via Philly Shipyard ASA's website. Votes must be registered by Thursday 28 January 2016 at 12.00h (CET). Votes already cast may be amended or withdrawn prior to the deadline. If the shareholder attends the general meeting, registered advance votes will be considered to be withdrawn.

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 Pernille Woxen Burum, the meeting chair, or a person authorised by her. The proxy form must be received by DNB Bank ASA, Registrar's Department by Thursday 28 January 2016 at 12.00h (CET). The proxy may be sent electronically via Philly Shipyard ASA's website – www.phillyshipyard.com – or via VPS Investor Services. The proxy 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.

The undersigned (name in capital letters): ___________________________

hereby grants (tick one of the two boxes):

Pernille Woxen Burum (the meeting chair) (or a person authorised by her)

_____________________________________________ (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 Philly Shipyard ASA on 1 February 2016.

___________________ ___________ ______________________________________________________________

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 extraordinary 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 Pernille Woxen Burum, the meeting chair, or a person authorised by her. The proxy must be dated and signed.

The proxy may 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.

The proxy form must be received by DNB Bank ASA, Registrar's Department, by Thursday 28 January 2016 at 12.00h (CET).

The undersigned (name in capital letters): __________________________________

hereby grants (tick one of the two boxes):

Pernille Woxen Burum (the meeting chair) (or a person authorised by her)

____________________________________ 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 Philly Shipyard ASA on 1 February 2016.

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 2016		For	Against	Abstention
	1. Opening of the extraordinary general meeting, including approval of the notice and agenda.			
	2. Election of a person to co-sign meeting minutes along with meeting chair.			
	3. Election of new Chairman of the Board.			

___________________________________ ___________ ______________________________________________

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.

Proposal from the nomination committee of Philly Shipyard ASA to the extraordinary general meeting of the company to be held on 1 February 2016

The nomination committee of Philly Shipyard ASA (the "Company") comprises the following individuals:

Leif-Arne Langøy, Chairman Gerhard Heiberg Arild S. Frick

For the Company's extraordinary general meeting on 1 February 2016, the nomination committee makes the following unanimous recommendation:

1. Election of new Chairman of the Board

Pursuant to the Company's Articles of Association, the Board of Directors shall comprise of three to seven board members. The Board of Directors now comprises of four members; Kristian Røkke (Chairman), Audun Stensvold (Deputy Chairman); Amy E. Humphreys and Elin Karfjell. The nomination committee proposes that Jim Miller is elected as new Chairman of the Board, replacing Kristian Røkke. Jim Miller has previously served as Chairman of the Company's Board from 2011 and up to 2014.

The nomination committee has in its evaluation of the proposed new Chairman emphasized that Jim Miller has the necessary experience, competence and capacity to carry out the role as a Chairman in a satisfactory manner.

Based on the above, the nomination committee recommends that Jim Miller is elected as new Chairman of the Board, replacing Kristian Røkke, for a period up to the Company's annual general meeting in 2018.

Biography

Mr. Miller (b. 1955) is Executive Vice President – Americas at Kvaerner. Prior to that Mr. Miller served as President and CEO of Philly Shipyard from June 2008 to April 2011. Before coming to the shipyard, Mr. Miller was President of Aker Solutions Process and Construction (P&C) Americas, where he was responsible for the operations of seven business units which generated approximately 8-9 billion NOK in revenues per year. During his tenure, Aker Solutions P&C Americas became a leading provider of global engineering and construction solutions with 7,500 employees, including 4,500 construction trades personnel. Prior to joining Aker Solutions P&C Americas, Mr. Miller held the position of President of Aker Construction, Inc., which was one of the largest union construction companies in the North America and was recognized as one of the largest employers of the union construction trades. Mr. Miller is a Director and Officer for all remaining Kvaerner U.S. based legal and operating entities. Mr. Miller currently serves as Board Director of Matrix Services Inc. based in Tulsa, Oklahoma which is a public company listed on the Nasdaq Exchange. Mr. Miller previously served as Chairman of the Board for Philly Shipyard ASA from June 2011 to April 2014. Mr. Miller graduated from the University of Edinboro in Pennsylvania with a BA. Mr. Miller is a resident of Pittsburgh, Pennsylvania and is a U.S. citizen.

Oslo, 11 January 2016

Leif-Arne Langøy Nomination committee chairman