Philly Shipyard — AGM Information 2022

Mar 29, 2022

Notice of Annual General Meeting in Philly Shipyard ASA

Notice is hereby provided of the annual general meeting of Philly Shipyard ASA, org. no. 991 851 526 (the "Company"), on Wednesday April 20, 2022 at 12:00h (CEST), held as a virtual meeting at https://web.lumiagm.com/176958450.

IMPORTANT MESSAGE:

The Annual General Meeting will be held as a digital meeting only, with no physical attendance for shareholders. To participate in the general meeting, please log in to: https://web.lumiagm.com either on your smartphone, tablet or PC. Enter Meeting ID: 176-958-450 and click Join. You must then identify yourself with the reference number and PIN code from VPS for the general meeting that you will find in investor services (Corporate Actions – General Meeting – ISIN) or sent you by post on this form (for non-electronic actors).

You will have the opportunity to log in one hour before the general meeting start from 11:00h. Shareholders must be logged in before the general meeting starts.

Shareholders are welcome to contact DNB Registrars Department on phone + 47 23 26 80 20 (between 08:00-15:30) or send an e-mail to genf@dnb.no if they need their reference number and PIN code or if they have technical questions.

Shareholders may find an online guide on the Company's website www.phillyshipyard.com describing how shareholders can participate in the virtual meeting. Shareholders may choose to vote in advance or by proxy as described in this notice.

The annual general meeting will be held for the purposes stated below:

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

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 March 29, 2022, the Company owned [466,865] own shares.

Each shareholder has the right to vote for the number of shares owned by the actual shareholder and registered in the shareholder's register with the Norwegian Central Securities Depository (Euronext Securities Oslo ("VPS")) at the time of the general meeting. If a share acquisition has not been registered with the 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 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 opinion, neither the beneficial owner nor the agent has the right to vote for shares registered on nominee accounts with the 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 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, when 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 not will be 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 address.

Participation

The annual general meeting will be held as a digital meeting via Lumi AGM on https://web.lumiagm.com. Click on the link or copy the URL of your browser to attend at the general meeting. Philly Shipyard ASA meeting ID will be: 176-958-450.

By participating online via Lumi AGM shareholders can vote on each agenda item, submit written questions from smartphones, tablets or stationary devices as well as follow live webcast (in Norwegian). No pre-registration is required for shareholders who want to participate, but shareholders must be logged on before the general meeting starts. Note that it will not be possible to log on to the meeting after it has started. We therefore encourage shareholders to log in well in advance of the general meeting. The general meeting is open for login one hour before start-up.

Secure identification of shareholders will be done using the PIN code and reference number listed in the attached form or on the shareholder's account in VPS Investor Services.

More information and guidelines regarding digital participation via Lumi AGM is available on the Company's website: www.phillyshipyard.com.

Voting prior to the general meeting and proxies

Instead of participating online, shareholders may prior to the annual general meeting, cast votes 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 19 April 2022 at 16.00 (CEST). Up until the deadline, votes already cast may be changed or withdrawn.

Shareholders who wish to vote at the annual general meeting by using a proxy can submit this 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 proxy 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, Norway. The proxy form must be received no later than Tuesday 19 April 2022 at 16:00 (CEST). Proxy with or without voting instructions can, if desirable, be given to the meeting chair or the person he appoints.

Shareholders who have voted in advance or given a proxy may log in to the digital meeting via Lumi AGM but will not be able to vote on the agenda items during the meeting.

Electronic Investor Information

Philly Shipyard ASA urges shareholders to receive investor messages from the VPS electronically, both from an environmental and cost perspective. To receive investor information electronically, including invitations to general meetings, visit your online bank or euronextvps.no (log in via myVPS in the top-right corner).

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

• This notice and the enclosed proxy form
• The Board of Directors' proposed resolutions for the annual general meeting for the items listed above
• The recommendations from the Nomination Committee
• The Board of Directors proposed 2021 financial statements and annual accounts, annual report and auditor's report, including the statement on Corporate Governance
• The 2021 report on salary and other remuneration to the Philly Shipyard ASA executive management for 2021
• Statement from the audit committee concerning election of new auditor
• Guidelines for online participation

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 Nicolai Haugland to open and chair the annual 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.

***

March 30, 2022

Philly Shipyard ASA Board of Directors

Enclosure: Notice of attendance/Proxy

Ref no: PIN code:

Notice of Annual General Meeting

The Annual General Meeting in Philly Shipyard ASA will be held virtually on 20 April 2022 at 12.00 CEST.

The shareholder is registered with the following amount of shares at summons: ________________ and vote for the number of shares owned per Record Date: 19 April 2022

IMPORTANT MESSAGE:

The Annual General Meeting will be held as a digital meeting only, with no physical attendance for shareholders.

Please log in at https://web.lumiagm.com/176-958-450

You must identify yourself using the reference number and PIN code from VPS that you will find in investor services (Corporate Actions – General Meeting – ISIN) or sent you by post on this form (for non-electronic actors) Shareholders can also get their reference number and PIN code by contacting DNB Bank Registrars Department by phone +47 23 26 80 20 (8:00-a.m. to 3:30 p.m. ) or by e-mail genf@dnb.no.

On the company's web page www.phillyshipyard.com you will find an online guide describing more in detail how you as a shareholder can participate in the Virtual meeting.

Deadline for registration of advance votes, proxies and instructions: 19 April 2022 at 16.00 (CEST)

Advance votes

Advance votes may only be executed electronically, through the Company's website www.phillyshipyard.com (use ref. nr. and pin code above) or through VPS Investor Services (where you are identified and do not need Ref.nr. and PIN code). Chose Corporate Actions - General Meeting, click on ISIN.

Investor Services can be accessed either through https://www.euronextvps.no/ or your account operator.

Notice of attendance

Shareholders are only allowed to participate online and no pre-registration is required. Shareholders must be logged in before the meeting starts. If you are not logged in before the general meeting starts, you will not be able to attend. Log in starts an hour before.

Shareholders who do not wish to participate online or vote in advance can give proxy to another person.

Proxy without voting instructions for Annual General Meeting of Philly Shipyard ASA

Ref no: PIN code:

Proxy should be registered through the Company's website www.phillyshipyard.com or through VPS Investor Services. For granting proxy through the Company's website, the above-mentioned reference number and PIN code must be stated. In VPS Investor Services chose Corporate Actions - General Meeting – ISIN. Investor Services can be accessed either through https://www.euronextvps.no/ or your account operator.

Alternatively you may send this form by e-mail to genf@dnb.no, or by regular Mail to DNB Bank ASA, Registrars Department, P.O.Box 1600 Centrum, 0021 Oslo, Norway. . If the shareholder is a company, the company's Certificate of Registration must be attached to the proxy. The proxy must be received no later than 19 April 2022 at 16.00 CEST. The form must be dated and signed in order to be valid.

If you do not state the name of the proxy holder, the proxy will be given to the meeting chair or an individual authorised by him.

The undersigned: ___________________________________________________

hereby grants (tick one of the two)

Nicolai Haugland (the meeting chair), or a person authorised by him, or

_________________________________________ (NB: Proxy holder must send an e-mail to genf@dnb.no for log in details)

(Name of proxy holder in capital letters)

proxy to attend and vote for my/our shares at the Annual General Meeting of Philly Shipyard ASA on 20 April 2022.

Proxy with voting instructions for Annual General Meeting in Philly Shipyard ASA

If you are unable to attend the meeting, you may use this proxy form to give voting instructions to the meeting chair or the person authorised by him. (Alternatively, you may vote electronically in advance, see separate section above.) For instruction to other than the chair of the meeting, submit a proxy without voting instructions and agree directly with the proxy holder how votes should be cast.

Proxies with voting instructions to Chair of The Board of Directors cannot be submitted electronically, and must be sent to genf@dnb.no (scanned form) or by regular Mail to DNB Bank ASA, Registrars' Department, P.O.Box 1600 Centrum, 0021 Oslo, Norway. The form must be received by DNB Bank ASA, Registrars' Department no later than 19 April 2022 at 16.00 CEST.

Proxies with voting instructions must be dated and signed to be valid.

The undersigned: ___________________________________________________ Ref no:

hereby grants Nicolai Haugland (meeting chair), or the person authorised by him, proxy to attend and vote for my/our shares at the Annual General Meeting of Philly Shipyard ASA on 20 April 2022.

The votes shall be exercised in accordance with the instructions below. If the sections for voting are left blank, this will be counted as an instruction to vote in accordance with the Board's and Nomination Committee's recommendations. However, if any motions are made from the attendees in addition to or in replacement of the proposals in the Notice, the proxy holder may vote at his or her discretion. If there is any doubt as to how the instructions should be understood, the proxy holder may abstain from voting.

Agenda for the Annual General Meeting 2022		For	Against	Abstention
	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.			
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 member 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 for new shipbuilding projects or other future investments within the Company's scope of operations.			

Place Date Shareholder's signature (Only for granting proxy with voting instructions)

With regard to rights of attendance and voting, reference is made to 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.