Philly Shipyard — AGM Information 2024

Apr 15, 2024

Annual General Meeting

Philly Shipyard ASA Oslo, 15 April 2024

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 2023 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 2023.
• 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 2023.
• 10. Election of members to the Board of Directors.
• 11. Election of members to the Nomination Committee.
• 12. Authorization to the Board of Directors for payment of dividends.
• 13. Authorization to the Board of Directors to acquire treasury shares in connection with acquisitions, mergers, de-mergers or other transactions.
• 14. Authorization to the Board of Directors to acquire treasury shares for the purpose of investment or subsequent sale or deletion of such shares.
• 15. 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.

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, 2 Aframax tankers and 1 National Security Multi-Mission Vessel.
• 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 container vessels (CV).
• Ownership: Aker Capital AS owns 57.6% of the company, which is listed on the Euronext Expand Oslo (formerly known as Oslo Axess).

Commercial Vessels

Summary of Philly Shipyard 2023 Key Events & Highlights

• In February 2023, a new 4-year collective bargaining agreement was ratified by the Philadelphia Metal Trades Council (PMTC).
• In September 2023, Philly Shipyard successfully delivered the first NSMV, the Empire State.
• Strong order backlog of USD 1,719.1 million on 31 December 2023 with last contractual delivery in 2027.
• 2023 operating revenues of USD 441.8 million compared to USD 393.8 million in 2022.
• 2023 net loss of USD 67.9 million compared to 2022 net loss of USD 11.7 million.
• Total cash and cash equivalents of USD 79.5 million at 31 December 2023, excluding USD 44.2 million of restricted cash.

New four-year collective bargaining agreement was ratified by the Philadelphia Metal Trades Council (PMTC)

NSMV Project Milestones

Delivered NSMV 1, the Empire State, to MARAD in September

Launched and moved NSMV 2 from the building dock to outfitting dock in May

Celebrated the keel laying of NSMV 3 in May

Celebrated the steel cutting of NSMV 4 in January and its keel laying in December

SRIV Project Milestones

Steel cutting commenced in July, marked by a visit from President Biden

Presentation of Financial Statements

Philly Shipyard ASA

Consolidated Income Statement

Amounts in USD thousands (except shares and share amounts) per	2023	2022
Operating revenues	441 845 ,	392 706 ,
Other income	-	1 112 ,
Operating and other income revenues	441 845 ,	393 818 ,
Cost of vessel construction	(497 732) ,	(403 113) ,
(SG&A) Wages and other personnel expenses	(3 461) ,	(3 162) ,
Other operating expenses	(4 542) ,	(5 659) ,
Operating before depreciation (EBITDA) loss	(63 890) ,	(18 116) ,
Depreciation	(7 720) ,	(6 190) ,
before (EBIT) Operating loss interest and taxes	(71 610) ,	(24 306) ,
Financial income	7 170 ,	2 557 ,
Financial expenses	(416)	(570)
Loss before tax	(64 856) ,	(22 319) ,
(expense)/benefit Income tax	(3 081) ,	10 628 ,
Loss after tax	(67 937) ,	(11 691) ,
Weighted number of ordinary shares average	12 107 901 , ,	12 107 901 , ,
Basic loss share (USD) per	(5 61)	(0 97)

Consolidated Statement of Financial Position - Assets

Amounts in USD thousands	2023	2022
ASSETS
Property plant and equipment ,	42 653 ,	42 136 ,
Right-of-use assets	17 835 ,	13 500 ,
Restricted cash long-term	34 158 ,	45 420 ,
Deferred tax asset	25 333 ,	26 208 ,
Income receivable long-term tax	8 2	13 700 ,
Other non-current assets	552	548
Total non-current assets	120 613 ,	512 141 ,
Prepayments and other receivables	68 389 ,	52 357 ,
Restricted cash short-term	10 022 ,	10 011 ,
Income receivable short-term tax	15 978 ,	4 107 ,
Vessels-under-construction receivable	-	4 925 ,
Cash and cash equivalents	79 463 ,	137 586 ,
Total current assets	852 173 ,	208 986 ,
Total assets	294 465 ,	350 498 ,

Consolidated Statement of Financial Position - Equity & Liabilities

USD Amounts in thousands	2023	2022
EQUITY AND LIABILITIES
Paid in capital	35 206 ,	35 206 ,
Other equity	(29 371) ,	38 566 ,
Total equity attributable equity holders of to parent co.	5 835 ,	73 772 ,
equity Total	5 835 ,	73 772 ,
Income payable long-term tax	1 200 ,	1 200 ,
Lease liability long-term	6 788 ,	2 354 ,
Total liabilities non-current	988 7 ,	3 554 ,
Trade payables and accrued liabilities	65 037 ,	41 730 ,
Other provisions - warranties	2 131 ,	250
Customer (net) advances	212 196 ,	230 558 ,
Other liabilities contract	221	348
Lease liability short-term	1 057 ,	286
Total liabilities current	280 642 ,	273 172 ,
Total liabilities	288 630 ,	276 726 ,
Total equity and liabilities	294 465 ,	350 498 ,

Philly Shipyard ASA Income Statement

USD Amounts in thousands	2023	2022
Operating revenues	-	-
Operating expenses	(680)	(598)
Operating loss	(680)	(598)
Interest income earned from subsidiaries	-	-
Interest payable subsidiaries to expense	(1 160) ,	(1 094) ,
Other interest income and financial income	9 5	8 5
Other financial interest and expense expense	(45)	(60)
before Loss tax	(1 826) ,	(1 694) ,
Income (expense)/benefit tax	-	-
Net loss after tax	(1 826) ,	(1 694) ,
Allocation of loss: net
Net loss after tax	(1 826) ,	(1 694) ,
Other equity	1 826 ,	1 694 ,

Philly Shipyard ASA Statement of Financial Position

USD Amounts in thousands	2023	2022	USD Amounts in thousands	2023	2022
ASSETS:			EQUITY LIABILITIES: AND
			Share capital	22 664 ,	22 664 ,
			Share premium reserve	12 542 ,	12 542 ,
			Total paid in capital	35 206 ,	35 206 ,
			Other equity	2 096 ,	3 922 ,
			Total equity	37 302 ,	39 128 ,
Shares in subsidiary	67 000 ,	67 000 ,	Loan from subsidiary	29 611 ,	27 851 ,
Total non-current assets	67 000 ,	67 000 ,	Total liabilities non-current	29 611 ,	27 851 ,
Prepayments and other receivables	9 1	108
Cash and cash equivalents	8 7	9 7	Trade payables and accrued liabs		208
Total current assets	169	187	Total liabilities current		208
Total assets	67 169 ,	67 187 ,	Total equity and liabilities	67 169 ,	67 187 ,

Auditor's Report 2023

PricewaterhouseCoopers AS Anne Kristin Huuse, State Authorized Public Accountant

Approval of the 2023 annual accounts of Philly Shipyard ASA, group consolidated accounts and the Board of Directors' report

The General Meeting approves the annual accounts for 2023 for Philly Shipyard ASA, the group consolidated accounts and the Board of Directors' Report.

Advisory vote on the report on salary and other remuneration to the executive management for 2023

The General Meeting approves the Board of Directors' report on salary and other remuneration to the executive management for 2023 for Philly Shipyard ASA.

Corporate Governance Report 2023

Philly Shipyard ASA's corporate governance report is presented on pages 75-79 of the 2023 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 522 000
>	Board members		NOK 412 000
>	Audit committee chairperson	NOK	61 000
>	Audit committee members	NOK	49 000

Nomination Committee

>	Chairperson	NOK	55 000
>	Members	NOK	44 000

Approval of remuneration to the auditor for 2023

The remuneration to the auditor of NOK 508,500 ex. VAT for the audit of the Company's 2023 annual accounts and other audit and attestation fees is approved.

Board of Directors composition

Kristian Røkke Board Chair

Jan Petter Hagen Board Member

Susan Hayman Board Member

Nomination Committee composition

Ingebret G. Hisdal Committee Chair

Charlotte Håkonsen Member

Hilde K. 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, 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.