Philly Shipyard — AGM Information 2022

Mar 29, 2022

THE BOARD OF DIRECTORS' REASONING AND PROPOSAL FOR THE RESOLUTIONS TO BE PASSED

Item 4 Approval of the 2021 annual accounts of Philly Shipyard ASA, group consolidated accounts and the Board of Directors' report.

The annual report which comprises the annual accounts, the Board of Directors' report and the audit opinion for 2021, is available at the Company's website: www.phillyshipyard.com.

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

"The General Meeting approves the annual accounts for 2021 for Philly Shipyard ASA, the group consolidated accounts and the Board of Directors' Report."

Item 5 Advisory vote on the report on salary and other remuneration to the executive management for 2021

The report on salary and other renumeration to the executive management of the company for 2021, is available at the Company's website.

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

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

Item 7 Stipulation of remuneration to the members of the Board of Directors and the Audit Committee.

The recommendations from the Nomination Committee are available at the Company's website.

The Nomination Committee proposes that the General Meeting passes the following resolution:

"In accordance with the proposal from the Nomination Committee, the General Meeting approves that the remuneration rates for members of the Board of Directors and the Audit Committee for the period from the 2021 Annual General Meeting up to the 2022 Annual General Meeting shall be as follows:

• NOK 475,000 to the Chairperson of the board
• NOK 375,000 to each of the other board members
• NOK 55,000 to the Chairperson of the audit committee
• NOK 45,000 to each of the remaining audit committee members."

Item 8 Stipulation of remuneration to the members of the Nomination Committee.

The recommendations from the Nomination Committee are available at the Company's website.

The Nomination Committee proposes that the General Meeting passes the following resolution:

"In accordance with the proposal from the Nomination Committee, the General Meeting approves that the remuneration rate for members of the Nomination Committee for the period from the 2021 Annual General Meeting up to the 2022 Annual General Meeting shall be NOK 34,000 for each member."

Item 9 Approval of remuneration to the auditor for 2021.

It is proposed that the auditor's fees for the 2021 audit of the Company, totalling USD 35,000 (NOK 309,000) are approved. The amount represents the fees to KPMG for the annual audit for 2021 for the parent company Philly Shipyard ASA, and does not include fees related to the audits of the Company's subsidiaries for 2021 or for other services.

Note 4 to the consolidated financial statements for 2021 provides disclosure of the fees to the auditor for the Company and its subsidiaries.

Note 2 to the Company's financial statements for 2021 provides disclosure of the fees to the Company's auditor for professional services to the Company.

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

"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."

Item 10 Election of new auditor

The recommendation from the Audit Committee is available at the Company's website.

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

"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."

Item 11 Election of members to the Board of Directors.

The recommendations from the Nomination Committee are available at the Company's website.

The Nomination Committee proposes that the General Meeting passes the following resolution:

"In accordance with the proposal from the Nomination Committee, Kristian Røkke is elected as Chairperson and Jan Petter Hagen is elected as Director for a period of two years.

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

Kristian Røkke (Chairperson)

Jan Petter Hagen (Director)

Elin Karfjell (Director)."

Item 12 Election of member to the Nomination Committee.

The recommendations from the Nomination Committee are available at the Company's website.

The Nomination Committee proposes that the General Meeting passes the following resolution:

"In accordance with the proposal from the Nomination Committee, Ingebret G. Hisdal is elected as Chairperson and Charlotte Håkonsen is elected as Member of the Nomination Committee for a period of two years.

The Nomination Committee of Philly Shipyard ASA will then consist of the following members:

Ingebret G. Hisdal (Chairperson)

Charlotte Håkonsen"

Item 13 Authorization to the Board of Directors for payment of dividends.

To facilitate for potential payment of dividend, the Board of Directors proposes that the General Meeting passes the following resolution:

"The General Meeting grants the Board of Directors authorization to resolve payment of dividends based on the Company's annual accounts for 2021. The authorization is valid up to the Annual General Meeting in 2023."

Item 14 Authorization to the Board of Directors to acquire treasury shares in connection with acquisitions, mergers, de-mergers or other transactions.

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

• 1. The Board of Directors is authorized to acquire and pledge own shares with a total nominal value of NOK 12,574,766.
• 2. The authorization is valid up to the Annual General Meeting in 2023, but no longer than June 30, 2023.
• 3. Own shares shall be acquired for a consideration of minimum NOK 1 and maximum NOK 600 per share.
• 4. The Board of Directors is free to decide the method of acquisition and disposal of own shares. The authorization can be used in situations as described in the Securities Trading Act section 6-17.
• 5. The authorization can only be used for the purpose of utilising the company's shares as transaction currency in acquisitions, mergers, de-mergers or other transactions.

Item 15 Authorization to the Board of Directors to acquire treasury shares for the purpose of investment or subsequent sale or deletion of such shares.

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

• 1. The Board of Directors is authorized to acquire and pledge own shares with a total nominal value of NOK 12,574,766.
• 2. The authorization is valid up to the Annual General Meeting in 2023, but no longer than June 30, 2023.
• 3. Own shares shall be acquired for a consideration of minimum NOK 1 and maximum NOK 600 per share.
• 4. The Board of Directors is free to decide the method of acquisition and disposal of own shares. The authorization can be used in situations as described in the Securities Trading Act section 6-17.
• 5. The authorization can only be used to purchase own shares for investment purposes or subsequent sale or deletion of such shares.

Item 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.

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

• 1. The Board of Directors is authorized to increase the share capital by up to NOK 12,574,766.
• 2. The authorization is valid up to the Annual General Meeting in 2023, but no longer than June 30, 2023.
• 3. The pre-emptive rights of the existing shareholders pursuant to section 10-4 of the Public Limited Liability Company's Act may be derogated from.
• 4. The authorization includes share capital increase against non-cash contributions, rights to assume special obligations on behalf of the Company in addition to resolution of merger and demerger, cf. the Public Limited Liability Company's Act section 13-5 and 14-6 (2). The authorization can be used in situations as described in the Securities Trading Act section 6-17.
• 5. The authorization can only be used to raise equity capital for new shipbuilding projects or other future investments within the Company's scope of operations.