Philly Shipyard — AGM Information 2022

Apr 20, 2022

Annual General Meeting

Philly Shipyard ASA Oslo, 20 April 2022

Agenda

• 1. Opening of the annual general meeting, including approval of the notice and agenda.
• 2. Election of a person to co-sign the meeting minutes along with the meeting chair.
• 3. Presentation of business activities (non-voting).
• 4. Approval of the 2021 annual accounts of Philly Shipyard ASA, the group's consolidated accounts and the Board of Directors' report.
• 5. Advisory vote on the report on salary and other remuneration to the executive management for 2021.
• 6. Consideration of the statement of corporate governance (non-voting).
• 7. Stipulation of remuneration to the members of the Board of Directors and the Audit Committee.
• 8. Stipulation of remuneration to the members of the Nomination Committee.
• 9. Approval of remuneration to the auditor for 2021.
• 10. Election of new auditor.
• 11. Election of members to the Board of Directors.
• 12. Election of members to the Nomination Committee.
• 13. Authorization to the Board of Directors for payment of dividends.
• 14. Authorization to the Board of Directors to acquire treasury shares in connection with acquisitions, mergers, de-mergers or other transactions.
• 15. Authorization to the Board of Directors to acquire treasury shares for the purpose of investment or subsequent sale or deletion of such shares.
• 16. Authorization to the Board of Directors to increase the share capital in connection with new shipbuilding projects or other future investments within the Company's scope of operations.

Presentation of Business Activities

Philly Shipyard ASA

Company Overview

A leading U.S. shipbuilder that is presently pursuing a mix of commercial and government work.

• Company: PHLY possesses a state-of-the-art shipbuilding facility and has earned a reputation as a preferred provider of ocean-going merchant vessels with a track record of delivering quality ships.
• Products: The yard has delivered 6 containerships, 22 product tankers, and 2 Aframax tankers, representing around 50% of all large ocean-going Jones Act commercial ships delivered since 2000.
• Facility: PHLY's shipyard was completely rebuilt in 1998 and has been optimally designed to support commercial shipbuilding operations with over USD 650M invested through a public-private partnership.
• Processes: The yard utilizes modular construction, automated fabrication systems and outsourcing to enhance productivity.
• Partners: PHLY has access to global shipbuilding and design expertise through agreements with partners in North America, Asia and Europe.
• Order book: Awarded 4 National Security Multi-Mission Vessels (NSMV) plus 1 Subsea Rock Installation Vessel (SRIV) as of 18 March 2022.
• Ownership: Aker Capital AS owns 57.6% of the company, which is listed on the Euronext Expand Oslo (XOAX: PHLY).

Summary of Philly Shipyard 2021 Main Events

• Operations and projects continued to safely move forward during the COVID-19 pandemic
• Exceeded 1,900,000 consecutive hours worked without a single LTI
• Received an order for the second two NSMVs (NSMVs 3 & 4) with a total contract value of approximately USD 600 million, bringing the total order intake for the NSMV program to greater than USD 1.2 billion
• Awarded a contract from Great Lakes Dredge & Dock Co. to construct one Jones Act-compliant Subsea Rock Installation Vessel (SRIV 1) for the U.S. offshore wind market valued at approximately USD 197 million
• Awarded industry design study contract for the U.S. Navy's Cable Ship T-ARC(X) replacement program
• Continued progress on the NSMV new build program, including keel laying of NSMV 1 and full production start of NSMV 2
• Completed ship repair and maintenance work on the USNS Charlton, a large roll-on/roll-off U.S. Navy ship, on time and on budget
• Reinstated the shipyard's apprenticeship program and reopened its training academy facility

Commercial Contract Win Subsea Rock Installation Vessel (SRIV) for Great Lakes Dredge & Dock Company 15 November 2021

Construction Milestone for NSMV I – Keel Laying Ceremony 10 December 2021

Presentation of Financial Statements

Philly Shipyard ASA

Consolidated Income Statement

Amounts in USD thousands (except shares and share amounts) per	2021	2020
Operating revenues	214 060 ,	54 144 ,
Operating revenues	214 060 ,	54 144 ,
Cost of vessel construction	(194 149) ,	(47 712) ,
(SG&A) Wages and other personnel expenses	(2 851) ,	(2 700) ,
Other operating (SG&A) expenses	(4 659) ,	(3 722) ,
Under-recovered overhead costs	(19 437) ,	(21 578) ,
Operating loss before depreciation (EBITDA)	(7 036) ,	(21 568) ,
Depreciation	(5 417) ,	(6 190) ,
Operating loss before interest interest and (EBIT) taxes	(12 453) ,	(27 758) ,
Financial income	363	661
Financial expenses	(178)	(546)
Loss before tax	(12 268) ,	(27 643) ,
benefit Income tax	4 886 ,	29 222 ,
(Loss)/income after tax	(7 382) ,	579 1 ,
Weighted number of ordinary shares average	12 107 901 , ,	12 107 901 , ,
(loss)/income (USD) Basic share per	(0 61)	0 13

Consolidated Statement of Financial Position Assets

USD Amounts in thousands	2021	2020
ASSETS
Property plant and equipment ,	36 002 ,	25 432 ,
Right-of-use assets	12 769 ,	13 986 ,
Restricted cash long-term	43 096 ,	25 028 ,
Deferred tax asset	13 081 ,	8 448 ,
Income receivable long-term tax	8 2	5 150 ,
Other long-term assets	495	495
Total non-current assets	105 525 ,	78 539 ,
Prepayments and other receivables	61 123 ,	45 441 ,
Restricted cash short-term	1 396 ,	1 394 ,
Income receivable short-term tax	13 624 ,	14 990 ,
Contract assets	345	-
Cash and cash equivalents	255 003 ,	97 361 ,
Total current assets	331 491 ,	159 186 ,
Total assets	437 016 ,	725 237 ,

Consolidated Statement of Financial Position Equity & Liabilities

USD Amounts in thousands	2021	2020
EQUITY AND LIABILITIES
Paid in capital	35 206 ,	35 206 ,
Other equity	50 257 ,	57 639 ,
Total equity attributable equity holders of to parent co.	85 463 ,	92 845 ,
equity Total	85 463 ,	92 845 ,
Income payable long-term tax	1 200 ,	1 200 ,
Lease liability long-term	1 582 ,	1 904 ,
Total liabilities non-current	2 782 ,	3 104 ,
Trade payables and accrued liabilities	49 879 ,	7 974 ,
Other provisions - warranties	1 973 ,	1 787 ,
Customer advances , net	296 398 ,	130 894 ,
Other liabilities contract	-	151
Income payable short-term tax	199	661
Lease liability short-term	322	309
Total liabilities current	348 771 ,	141 776 ,
Total liabilities	351 553 ,	144 880 ,
Total equity and liabilities	437 016 ,	237 725 ,

Philly Shipyard ASA Income Statement

Amounts in USD thousands	2021	2020
Operating revenues	-	-
Operating expenses	(473)	(581)
Operating loss	(473)	(581)
Interest income earned from subsidiaries	-	367
Interest payable subsidiaries to expense	(1 017) ,	(1 289) ,
Other financial interest income and income	1 1	4
Other interest and financial expense expense	(42)	(43)
before Loss tax	(1 521) ,	(1 542) ,
benefit/(expense) Income tax	119	(201)
Net loss after tax	(1 402) ,	(1 743) ,
Allocation of loss: net
after Net loss tax	(1 402) ,	(1 743) ,
Other equity	1 402 ,	1 743 ,

Philly Shipyard ASA Statement of Financial Position

USD Amounts in thousands	2021	2020	USD Amounts in thousands	2021	2020
ASSETS:			LIABILITIES: EQUITY AND
			Share capital	22 664 ,	22 664 ,
			Share premium reserve	12 542 ,	12 542 ,
			Total paid in capital	35 206 ,	35 206 ,
			Other equity	5 616 ,	7 018 ,
			Total equity	40 822 ,	42 224 ,
Shares in subsidiary	67 000 ,	67 000 ,	Loan from subsidiary	26 160 ,	24 493 ,
Total non-current assets	67 000 ,	67 000 ,	Total liabilities non-current	26 160 ,	24 493 ,
Prepayments and other receivables	1 4	7 5	Trade payables and accrued liabs	191	321
Cash and cash equivalents	159	376	Income payable short-term tax	-	413
Total current assets	173	451	liabilities Total current	191	734
Total assets	67 173 ,	67 451 ,	Total equity and liabilities	67 173 ,	67 451 ,

Auditor's Report 2021

KPMG AS Gunnar Sotnakk, State Authorized Public Accountant

Advisory vote on the report on salary and other remuneration to the executive management for 2021

The General Meeting approves the Board of Directors' report on salary and other remuneration to the executive management for 2021 for Philly Shipyard ASA.

Corporate Governance Report 2021

Philly Shipyard ASA's corporate governance report is presented on pages 73-77 of the 2021 annual report.

Proposal from the Nomination Committee of remuneration to the members of the Board of Directors, the Audit Committee and the Nomination Committee

Board of Directors

>	Board chairperson	NOK 475 000
>	Board members	NOK 375 000
>	Audit committee chairperson	NOK	55 000
>	Audit committee members	NOK	45 000

Nomination Committee

Chairman and members NOK 34 000

Approval of remuneration to the auditor for 2021

The remuneration to the auditor of USD 35,000 (NOK 309,000) ex. VAT for the audit of the Company's 2021 annual accounts is approved. The Company has not paid any fees to KPMG for services other than audit.

Election of new auditor

In accordance with the proposal from the Board of Directors, the General Meeting elects PricewaterhouseCoopers AS, with registered address at Dronning Eufemias gate 71, 0194 Oslo, and registration number 987 009 713 as its new auditor.

Board of Directors composition (Pre-AGM)

Kristian Røkke Board Chairman

Amy Humphreys Deputy Board Chairperson

Elin Karfjell Board Member

Board of Directors composition (Post-AGM)

Kristian Røkke Board Chairman

Jan Petter Hagen Board Member

Elin Karfjell Board Member

Nomination committee composition (Pre-AGM)

Leif-Arne Langøy (Chairman)

Ove A. Taklo

Nomination committee composition (Post-AGM)

Ingebret G. Hisdal (Chairman)

Charlotte Hakonsen

Board authorizations

Authorization to the Board of Directors for payment of dividends.

Authorizations to the Board of Directors

• Authorization to the Board of Directors to acquire treasury shares in connection with acquisitions, mergers, de-mergers or other transactions.

• Authorization to the Board of Directors to acquire treasury shares for the purpose of investment or subsequent sale or deletion of such shares.

• Authorization to the Board of Directors to increase the share capital in connection with new shipbuilding projects or other future investments within the Company's scope of operations.

Disclaimer

This presentation includes and is based, inter alia, on forward-looking information and statements that are subject to risks and uncertainties that could cause actual results to differ. Such forward-looking information and statements are based on current expectations, estimates and projections about global economic conditions, the economic conditions of the regions and industries that are major markets for Philly Shipyard ASA and its subsidiaries and affiliates (the "Philly Shipyard Group") lines of business. These expectations, estimates, and projections are generally identifiable by statements containing words such as "expects", "believes", "estimates," "anticipates," "intends" or similar expressions. Important factors that could cause actual results to differ materially from those expectations include, among others, economic, market and political conditions in the geographic areas and industries that are or will be major markets for the Philly Shipyard Group's businesses, oil prices, market acceptance of new products and services, changes in governmental regulations, interest rates, fluctuations in currency exchange rates, the COVID-19 pandemic and subsequent economic effects, and such other factors as may be discussed from time to time. Although Philly Shipyard ASA believes that its expectations and the information in this presentation were based upon reasonable assumptions at the time when they were made, it can give no assurance that those expectations will be achieved or that the actual results will be as set out in this presentation. Neither Philly Shipyard ASA nor any other company within the Philly Shipyard Group is making any representation or warranty, expressed or implied, as to the accuracy, reliability or completeness of the information in this presentation, and neither Philly Shipyard ASA, any other company within the Philly Shipyard Group nor any of their directors, officers or employees will have any liability to you or any other persons resulting from your use of the information in this presentation.

Philly Shipyard ASA undertakes no obligation to publicly update or revise any forward-looking information or statements in this presentation, other than what is required by law.

The Philly Shipyard Group consists of various legally independent entities, constituting their own separate identities. Philly Shipyard is used as the common brand or trademark for most of these entities. In this presentation we may sometimes use the "Company," "Philly Shipyard", "Group", "we" or "us" when we refer to Philly Shipyard companies in general or where no useful purpose is served by identifying any particular Philly Shipyard company.

This presentation does not constitute an offer of any securities for sale.