PHILLY SHIPYARD ASA: UPDATE ON LIQUIDATION PROCESS

22 May 2025 18:28 CEST

The Board of Directors (the “Board”) proposes certain adjustments to the final
liquidation structure of Philly Shipyard ASA (under liquidation) (the
“Company”). The Company still expects to distribute approx. USD 10.4 million to
its shareholders within Q2 2025 as part of the liquidation process, in line with
previous communication.

Reference is made to the previous announcements made by the Company regarding
the proposed distribution of all available cash and liquidation of the Company,
including the resolution made in the extraordinary general meeting held on 19
February 2025 (the “EGM”) to liquidate the Company. After careful deliberation,
the Board of Directors (the “Board”) proposes that the final liquidation of the
Company be deferred until the Escrow Period (see below) expires. This will allow
for management of the Escrow Account (see below) and any associated
administration and required reporting. Communication and future payments to the
shareholders will also be facilitated. There is no change to the expected
distribution of approx. USD 10.4 million to the shareholders within Q2 2025.

The liquidation of the Company and the cash distribution were proposed by the
Board following the successful completion of the sale of Philly Shipyard, Inc.
to Hanwha on 19 December 2024 (the “Transaction”), after which the Company no
longer has any operational activity.

As part of the Transaction, the Company is obligated to maintain USD 10 million
of the proceeds in an escrow account (the “Escrow Account”) as security for
certain contingent liabilities of the Company under the share purchase agreement
(“SPA”) for the Transaction for a period of up to four years following closing
of the Transaction (the “Escrow Period”).

Since the EGM, the Company has worked continuously towards a final distribution
of remaining available cash and the final liquidation of the Company. The Board
has concluded that it is preferable for the Company and its shareholders to
defer the final liquidation of the Company until the Escrow Period expires. The
Board therefore proposes that the Company be kept active (under liquidation) as
a non-operational, delisted entity and converted into a private limited company
(Nw. aksjeselskap) (“AS”) to keep reporting obligations to a minimum. The
Company’s shares will remain registered with the Norwegian Central Securities
Depository (the “CSD”) (Nw. Verdipapirsentralen, VPS).

The proposal is subject to the Company obtaining approval by the Oslo Stock
Exchange to delist the Company from Euronext Expand.

The Board will shortly call for an extraordinary general meeting where it is
proposed to apply for a delisting of the Company’s shares, convert the Company
from a public limited liability company (Nw. allmennaksjeselskap) (“ASA”) into
an AS and elect a new board of directors, subject to the Company being delisted.
The Board also expects to shortly conclude and arrange for a distribution of the
Company’s available cash, excluding such cash that the Company needs to withhold
to cover its expected liabilities, including reporting obligations, until the
final liquidation of the Company. Any remaining cash, including any remaining
cash on the Escrow Account following expiry of the Escrow Period, will be
distributed to the Company’s shareholders upon the final liquidation of the
Company.


The Company will provide more information regarding the expected cash
distribution in Q2 2025 once it is finally concluded by the Board.

Contact:
Jeffrey Theisen, Chief Financial Officer
Tel: +1 610-517-5943
E-mail: Jeffrey.Theisen@phillyshipyard.com

For more information about Philly Shipyard ASA (under liquidation), visit the
Company’s website www.phillyshipyardasa.com.

This information is subject to the disclosure requirements pursuant to section
5-12 of the Norwegian Securities Trading Act.

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