Philly Shipyard — AGM Information 2018

Jun 8, 2018

Notice of Extraordinary General Meeting in Philly Shipyard ASA

Notice is hereby provided of an extraordinary general meeting of Philly Shipyard ASA on Friday 29 June, 2018 at 12:00h (CET) at Advokatfirmaet BAHR AS, Tjuvholmen allé 16, 0252 Oslo, Norway. Ballots will be distributed at the meeting venue from 11:30h to 12:00h (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 member to the Board of Directors.

The Board of Directors proposes that the General Meeting passes the following resolution:

"In accordance with the proposal from the Nomination Committee, Kristian Røkke is elected as Deputy Chairman of the Board, for a period of two years.

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

Jim Miller (Chairman) Kristian Røkke (Deputy Chairman) Elin Karfjell Amy E. 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). As of May31, 2018, the Company owned 466,865 own shares.

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 Tuesday June 27, 2018 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 Tuesday June 27, 2018 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; and
• The recommendation of 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 Camilla Iversen of Advokatfirmaet BAHR AS 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, Vika Atrium, Munkedamsveien 45, NO-0250 Oslo, Norway.

***

June 8, 2018

Philly Shipyard ASA Board of Directors

Enclosure: Notice of attendance/Proxy

Proposal from the nomination committee of Philly Shipyard ASA to the extraordinary general meeting of the company to be held on 29 June 2018

The nomination committee of Philly Shipyard ASA comprises the following individuals:

Leif-Arne Langøy (Chairman) Gerhard Heiberg Arild S. Frick

For Philly Shipyard ASA's extraordinary general meeting on 29 June 2018 the nomination committee makes the following unanimous proposal:

1. Election of member to the Board of Directors

Pursuant to the company's articles of association, the board is to comprise of three to seven board members. The board has four members as per today, elected at the annual general meeting, held on 5 April 2018. These are Jim Miller (chairman), Audun Stensvold (deputy chairman), Amy E. Humphreys and Elin Karfjell.

The deputy chairman, Audun Stensvold has after a long period in the Aker group, decided to resign, including his position in Philly Shipyard ASA as deputy chairman and member of the board of directors. The nomination committee recommends that Kristian Røkke is elected as deputy chairman and member of the board, in replacement of Audun Stensvold, for a period of two years (expiring on the annual general meeting in 2020).

The board will thereby comprise of Jim Miller (chairman), Kristian Røkke (deputy chairman), Amy E. Humphreys and Elin Karfjell.

Kristian Røkke (born 1983. both Norwegian and American citizen) is currently the Chief Investment Officer of Aker ASA and has extensive experience from offshore oil services, shipbuilding and M&A. Mr. Røkke was CEO of Philly Shipyard ASA from April 2011 to April 2014, and CEO of Akastor ASA from August 2015 to December 2017. He is a board member of TRG Holding AS, Aker Solutions ASA, American Shipping Company ASA and chairman of the board of Akastor ASA. He holds an MBA from The Wharton School, University of Pennsylvania.

Oslo, 8 June 2018

On behalf of the nomination committee of Philly Shipyard ASA

Leif-Arne Langøy Nomination committee chairman

Ref.nr.: PIN code:

Notice of extraordinary general meeting

An extraordinary general meeting of Philly Shipyard ASA will take place on June 29, 2018 at 12:00h (CET) at Advokatfirmaet BAHR AS 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 June 29, 2018 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 June 27, 2018 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 June 27, 2018 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) Ref.nr.: 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 Camilla Iversen, the meeting chair, or a person authorised by her. The proxy form must be received by DNB Bank ASA, Registrar's Department by June 27, 2018 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):

Camilla Iversen (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 June 29, 2018.

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) Ref.nr.: 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 Camilla Iversen, 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 June 27, 2018 at 12.00h (CET).

The undersigned (name in capital letters): __________________________________

hereby grants (tick one of the two boxes):

Camilla Iversen (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 June 29, 2018.

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 2018	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 member to the Board of Directors.			

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.