Philly Shipyard — Proxy Solicitation & Information Statement 2010

Mar 23, 2010

Building the Future

Aker Philadelphia Shipyard

part of Aker

etternavn + fornavn"

"navn 3"

"adresse 1

"adresse 2

"postnr + poststed"

"land"

PIN CODE: XXXXXX REF. NR: XXXXX

ANNUAL GENERAL MEETING

Aker Philadelphia Shipyard ASA will be held Tuesday 13 April 2010 at 0900h at Felix Conference Center, Aker Brygge, in Oslo, Norway

In the event the shareholder is a legal entity/org it will be represented by:

Name of representative

(To grant proxy, use the proxy form below.)

ATTENDANCE FORM

If you wish to attend the annual general meeting, we kindly ask you to send this form to Aker Philadelphia Shipyard ASA c/o DnB NOR Bank ASA, Verdipapirservice, N-0021 Oslo, Norway, or fax to +47 22 48 11 71. Attendance may also be registered on Aker Philadelphia Shipyard's homepage on www.akerphiladelphia.com or through "Investorjenester", a service provided by most Norwegian registrars. The pin code and the reference number are required for registration.

The form must reach DnB NOR Bank Verdipapirservice no later than Monday 12 April 2010 at 1200h.

The undersigned will attend at Aker Philadelphia Shipyard ASA's Annual General Meeting 2010 on Tuesday 13 April 2010 and vote for

"xx" own shares.

A total of

other shares in accordance with enclosed Power of Attorney

shares.

x)

Place: Date: 2010 Shareholder's signature

(Sign only by own attendance. To grant proxy, use the form below)

POWER OF ATTORNEY (without voting instructions)

PIN CODE: XXXXXX REF. NR: XXXXX

If you are not able to attend the annual general meeting, a nominated proxy holder can be granted your voting authority. A proxy not naming a proxy holder will be deemed given to Mr. Karl Erik Kjelstad, or his appointed deputy, representing him as your proxy. The present proxy form relates to proxies without instructions. To grant proxy with voting instructions, please go to page 2 of this form.

The proxy form must be sent to Aker Philadelphia Shipyard c/o DnB NOR Bank ASA, Verdipapirservice, NO-021 Oslo, Norway, or faxed to +47 22 48 11 71. Web-based registration is available on "Investorjenester", a service provided by most registrars in Norway. The pincode and the reference number are required for registration.

The proxy must reach DnB NOR Bank Verdipapirservice no later than Monday 12 April 2010 at 1200h.

The undersigned : "etternavn + fornavn"

hereby appoints : ☐ Mr. Karl Erik Kjelstad, or his appointed deputy

or

(Name in capital letters)

as my proxy with the authority to attend and vote at the annual general meeting of Aker Philadelphia Shipyard ASA on Tuesday 13 April 2010 at 0900h for my/our shares

x)

Place: Date: 2010 Shareholder's signature (sign only when granting proxy

With regard to rights of attendance and voting, we refer you to The Norwegian Public Limited Companies Act, in particular Chapter 5. A written power of attorney dated and signed by the beneficial owner giving such proxy must be presented at the meeting.

---

Building the Future

Aker Philadelphia Shipyard

part of Aker

PROXY WITH VOTING INSTRUCTIONS

PIN CODE: XXXXXX

REF NO: XXX

In the event you prefer granting voting instruction to the proxy holder, please use the present proxy form. The items in the detailed proxy below refer to the items in the annual general meeting agenda. A detailed proxy with voting instructions may be granted a nominated proxy holder. A proxy not naming a proxy holder will be deemed given to Karl Erik Kjelstad or his appointed deputy.

In case the content of the power of attorney is ambiguous, the proxy will base his/her understanding on a reasonable understanding of the wording of the power of attorney. Where no such reasonable understanding can be found, the proxy may in his/her discretion refrain from voting.

The power of attorney form must be sent by post to Aker Philadelphia Shipyard ASA c/o DNB NOR Bank ASA, Verdipapirservice, N-0021 Oslo, Norway, or faxed to +47 22 48 11 71. Web-based registration is not available for registration of voting instructions. The pin code and the reference number is required for registration.

The power of attorney must reach DnB NOR Bank Verdipapirservice no later than Monday 12 April 2010 at 1200h.

The undersigned shareholder in Aker Philadelphia Shipyard ASA: etternavn + fornavn hereby grants (check-off):

☐ Mr. Karl Erik Kjelstad, or his appointed deputy

☐ Name of proxy (please use capital letters)

The votes shall be cast in accordance with the instructions below. Please note that if the alternatives below are not ticked off, this will be deemed to be an instruction to vote "in favour" of the proposals in the notice, provided, however, that the proxy determines the voting to the extent proposals are put forward in addition to, or instead of, the proposals in the notice.

Items: (PROPOSAL TO THE NOTICE)

	In favour	Against	Abstention	At Proxy's discretion
1. Opening of the annual general meeting and election of a person to co-sign the meeting minutes with the meeting chair	☐	☐	☐	☐
2.2 Approval of the 2009 annual accounts of Aker Philadelphia Shipyard ASA and consolidated accounts and the Board of Directors' Report.	☐	☐	☐	☐
2.3 Determination of the Board members' remuneration.	☐	☐	☐	☐
2.4 Determination of the Nomination Committee members' remuneration.	☐	☐	☐	☐
2.5 Approval of auditor's fees.	☐	☐	☐	☐
2.6 Handling of the Board of Director's statement on the determination of salary and other remuneration to leading employees of the company. The statement is contained in note 24 to the consolidated accounts on page 48-49 of the Annual Report (English version).	☐	☐	☐	☐
2.7 Election of Board members.	☐	☐	☐	☐
3. Amendment of the Articles of Association.	☐	☐	☐	☐

Date

Place

Shareholder's signature*

• Only for granting proxy

If the shareholder is a company, please attach the shareholders certificate of registration to the proxy.