Philly Shipyard — AGM Information 2023

Apr 19, 2023

Annual General Meeting

Philly Shipyard ASA Oslo, 19 April 2023

Agenda

• 1. Opening of the annual general meeting, including approval of the notice and agenda.
• 2. Election of a person to co-sign meeting minutes along with the meeting chair.
• 3. Presentation of business activities (non-voting).
• 4. Approval of the 2022 annual accounts of Philly Shipyard ASA, group consolidated accounts and the Board of Directors' report.
• 5. Advisory vote on the report on salary and other remuneration to the executive management for 2022.
• 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 2022.
• 10. Approval of changes to the Remuneration Policy.
• 11.Election of members to the Board of Directors.
• 12.Election of deputy member to the Nomination Committee.
• 13. Approval of changes of the Articles of Association.
• 14. Authorization to the Board of Directors for payment of dividends.
• 15. Authorization to the Board of Directors to acquire treasury shares in connection with acquisitions, mergers, de-mergers or other transactions.
• 16. Authorization to the Board of Directors to acquire treasury shares for the purpose of investment or subsequent sale or deletion of such shares.
• 17. 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 six containerships, 22 product tankers, and two 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 675M 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 five National Security Multi-Mission Vessels (NSMV), one Subsea Rock Installation Vessel (SRIV), and three containerships.
• Ownership: Aker Capital AS owns 57.6% of the company, which is listed on the Euronext Expand Oslo (formerly known as Oslo Axess).

Summary of Philly Shipyard 2022 Main Events

• In April 2022, Philly Shipyard received an order from TOTE Services for the construction of the fifth and final NSMV in the training ship series, valued at approximately USD 300 million and bringing the total order intake under the contract for the five-ship program to approximately USD 1.5 billion.
• In November 2022, Philly Shipyard was awarded a contract by Matson Navigation Company to build three 3,600 TEU Aloha Class LNG-fueled containerships with a total contract value of approximately USD 1.0 billion; the series will follow NSMV 5 with contractual delivery dates in 2026 and 2027.
• Record high order backlog of USD 2,143.8 million on 31 December 2022 with last contractual delivery in 2027.
• 2022 operating revenues of USD 393.8 million compared to USD 214.1 million in 2021.
• 2022 net loss of USD 11.7 million compared to 2021 net loss of USD 7.3 million.
• Total cash and cash equivalents of USD 137.6 million at 31 December 2022, excluding USD 55.4 million of restricted cash.

Start of Fabrication on NSMV 3 - Steel Cutting Ceremony 11 July 2022

NSMV 1 Launch - 2 September 2022

Celebrated NSMV 2 Keel Laying - 29 September 2022

Presentation of Financial Statements

Philly Shipyard ASA

Consolidated Income Statement

USD (except amounts) Amounts in thousands shares and share per	2022	2021
Operating revenues	392 706 ,	214 060 ,
Other income	1 112 ,	-
Operating income and other revenues	393 818 ,	214 060 ,
Cost of vessel construction	(403 113) ,	(194 149) ,
(SG&A) Wages and other personnel expenses	(3 162) ,	(2 851) ,
Other operating expenses	(5 659) ,	(24 096) ,
Operating loss before depreciation (EBITDA)	(18 116) ,	(7 036) ,
Depreciation	(6 190) ,	(5 417) ,
Operating loss before interest and (EBIT) taxes	(24 306) ,	(12 453) ,
Financial income	2 557 ,	363
Financial expenses	(570)	(178)
Loss before tax	(22 319) ,	(12 268) ,
Income benefit tax	10 628 ,	4 886 ,
Loss after tax	(11 691) ,	(7 382) ,
Weighted number of ordinary shares average	12 107 901 , ,	12 107 901 , ,
(USD) Basic loss share per	(0 97)	(0 61)

Consolidated Statement of Financial Position - Assets

USD Amounts in thousands	2022	2021
ASSETS
Property plant and equipment ,	42 136 ,	36 002 ,
Right-of-use assets	13 500 ,	12 769 ,
Restricted cash long-term	45 420 ,	43 096 ,
Deferred tax asset	26 208 ,	13 081 ,
Income receivable long-term tax	13 700 ,	8 2
Other non-current assets	548	495
Total non-current assets	141 512 ,	105 525 ,
Prepayments and other receivables	52 357 ,	61 123 ,
Restricted cash short-term	10 011 ,	1 396 ,
Income receivable short-term tax	4 107 ,	13 624 ,
Vessels-under-construction receivable	4 925 ,	-
Contract assets	-	345
Cash and cash equivalents	137 586 ,	255 003 ,
Total current assets	208 986 ,	331 491 ,
Total assets	350 498 ,	437 016 ,

Consolidated Statement of Financial Position - Equity & Liabilities

Amounts in USD thousands	2022	2021
EQUITY AND LIABILITIES
Paid in capital	35 206 ,	35 206 ,
Other equity	38 566 ,	50 257 ,
Total equity attributable equity holders of to parent co.	73 772 ,	85 463 ,
Total equity	73 772 ,	85 463 ,
Income payable long-term tax	1 200 ,	1 200 ,
Lease liability long-term	2 354 ,	1 582 ,
liabilities Total non-current	3 554 ,	2 782 ,
Trade payables and accrued liabilities	41 730 ,	49 879 ,
Other provisions - warranties	250	1 973 ,
Customer advances (net)	230 558 ,	296 398 ,
Other liabilities contract	348	-
Income payable short-term tax	-	199
Lease liability short-term	286	322
Total liabilities current	273 172 ,	348 771 ,
Total liabilities	276 726 ,	351 553 ,
Total equity and liabilities	350 498 ,	437 016 ,

Philly Shipyard ASA Income Statement

Amounts in USD thousands	2022	2021
Operating revenues	-	-
Operating expenses	(598)	(473)
Operating loss	(598)	(473)
Interest income earned from subsidiaries	-	-
Interest payable subsidiaries to expense	(1 094) ,	(1 017) ,
Other financial interest income and income	8 5	1 1
Other interest and financial expense expense	(60)	(42)
before Loss tax	(1 694) ,	(1 521) ,
Income benefit tax	-	119
after Net loss tax	(1 694) ,	(1 402) ,
Allocation of loss: net
after Net loss tax	(1 694) ,	(1 402) ,
Other equity	1 694 ,	1 402 ,

Philly Shipyard ASA Statement of Financial Position

USD Amounts in thousands	2022	2021	USD Amounts in thousands	2022	2021
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	3 922 ,	616 5 ,
			Total equity	39 128 ,	40 822 ,
Shares in subsidiary	67 000 ,	67 000 ,	Loan from subsidiary	27 851 ,	26 160 ,
Total non-current assets	67 000 ,	67 000 ,	Total liabilities non-current	27 851 ,	26 160 ,
Prepayments and other receivables	108	1 4
Cash and cash equivalents	9 7	159	Trade payables and accrued liabs	208	191
Total current assets	187	173	Total liabilities current		191
Total assets	67 187 ,	67 173 ,	Total equity and liabilities	67 187 ,	67 173 ,

Auditor's Report 2022

PricewaterhouseCoopers AS Anne Kristin Huuse, State Authorized Public Accountant

Advisory vote on the report on salary and other remuneration to the executive management for 2022

The General Meeting approves the Board of Directors' report on salary and other remuneration to the executive management for 2022 for Philly Shipyard ASA.

Corporate Governance Report 2022

Philly Shipyard ASA's corporate governance report is presented on pages 77-81 of the 2022 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 and Audit Committee

>	Board chairperson		NOK 497 000
>	Board members		NOK 392 000
>	Audit committee chairperson	NOK	58 000
>	Audit committee members	NOK	47 000

Nomination Committee

>	Chairperson	NOK	52 000
>	Members	NOK	42 000

Approval of remuneration to the auditor for 2022

The remuneration to the auditor of NOK 290,000 ex. VAT for the audit of the Company's 2022 annual accounts is approved. The Company has not paid any fees to PricewaterhouseCoopers AS for services other than audit.

Approval of changes to the Remuneration Policy

The General Meeting approves the changes to the policy for determining salary and other remuneration to the executive management pursuant to the Norwegian Public Limited Liability Companies Act section 6-16a.

Board of Directors composition (Pre-AGM)

Jan Petter Hagen Board Member

Elin Karfjell Board Member

Board of Directors composition (Post-AGM)

Kristian Røkke Board Chair

Jan Petter Hagen Board Member

Elin Karfjell Board Member

Susan Hayman Board Member

Nomination committee composition (Pre-AGM)

Ingebret G. Hisdal Committee Chair

Charlotte Hakonsen Member

Nomination committee composition (Post-AGM)

Ingebret G. Hisdal Committee Chair

Charlotte Hakonsen Member

Hilde Kristin Ramsdal Deputy Member

Board authorizations

Authorization to the Board of Directors for payment of dividends.

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 for 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.