Golden Close Maritime Corp. Ltd. (Company) N O T I C E

Transcription

1 Golden Close Maritime Corp. Ltd. (Company) N O T I C E YOU ARE HEREBY NOTIFIED that the 2017 Annual General Meeting (AGM) of the Company will be held at Ellehammersvej 20, 2770 Kastrup, Denmark, at 3:30 PM (COPENHAGEN TIME) being 3:30 PM (CET) on 22 June 2017 for the transaction of the following business: 1. Elect a Chairman. A G E N D A 2. Confirm notice of the meeting. 3. Confirm the quorum. 4. To consider and, if thought fit, receive and adopt the audited financial statements of the Company in respect of the financial period ended 31 December The financials are available on 5. To consider and, if thought fit, approve: (a) (b) the appointment of an auditor, and that the Board be authorised to determine the auditors remuneration. 6. To consider and, if thought fit, approve the election of Directors as follows: (a) (b) (c) (d) (e) determine the maximum number of Directors; elect Directors for the ensuing year; authorise the Directors to fill vacancy(ies) on the Board as and when they deem fit; authorise the Directors to appoint Alternate Directors as and when they deem fit; resolve fees payable to the Directors and Officers. 8. To consider and, if thought fit, authorise Estera Services (Bermuda) Limited (Estera) to act on behalf of the Company. 9. To consider and, if thought fit, approve a consolidation of the authorised and issued share capital at a ratio of 20 to 1 such that every 20 shares of par value US$0.10 each in the capital of the Company shall become 1 share of par value US$2.00 each. 10. To consider and, if thought fit, approve the publication from time to time of the twenty (20) largest beneficial owners whose holdings are registered in the Norwegian Central Securities Depository electronic securities register, Verdipapirsentralen (VPS). 11. To consider and, if thought fit, grant general authority to the directors and officers of the Company to do all such acts, deeds and things ancillary to and in order to consummate the foregoing matters. The Shareholders are encouraged to participate by signing and submitting the Form of Proxy attached as Appendix 1 to: DNB Bank ASA, Registrars Dept., address: Dronning Eufemias gate 30, 0191 Oslo, Norway, fax number: or vote@dnb.no ON OR PRIOR TO 20 JUNE 2017 at HOURS (NOON) CENTRAL EUROPEAN TIME The background for and the details of the proposed resolutions are provided in Appendix 1. BY ORDER OF THE BOARD Estera Services (Bermuda) Limited Secretary Dated: 14 June 2017

2 To: Cc: DNB Bank ASA Noel Blair Hunter Cochrane, Jr Bote de Vries Jonathan David Murphy Ørjan Lunde Jone Torstensen Registered Office: Canon's Court, 22 Victoria Street, Hamilton HM12, Bermuda Error! Unknown document property name.

3 3/10 FORM OF PROXY Golden Close Maritime Corp. Ltd. APPENDIX 1 IN ORDER TO PARTICIPATE IN THE ANNUAL GENERAL MEETING OF Golden Close Maritime Corp. Ltd. TO BE HELD AT ELLEHAMMERSVEJ 20, 2770 KASTRUP, DENMARK, AT 3:30 PM (COPENHAGEN TIME) BEING 3:30 PM (CET) ON 22 JUNE 2017 THE SHAREHOLDERS MUST COMPLETE AND ENSURE THAT BY 20 JUNE 2017 AT 12:00 (CET) THIS FORM OF PROXY IS RECEIVED BY DNB BANK ASA, REGISTRARS DEPT., ADDRESS: DRONNING EUFEMIAS GATE 30, 0191 OSLO, NORWAY, FAX NUMBER: OR VOTE@DNB.NO DNB Bank ASA, being a member of the above-named Company, hereby appoints the following person(s) (not required to be filled out by the Shareholders): or, failing whom, the Chairman of the Meeting as our proxy to attend and otherwise represent us and, on a poll, to vote on our behalf at the annual general meeting of the Company to be held at ELLEHAMMERSVEJ 20, 2770 KASTRUP, DENMARK at 3:30 PM (Copenhagen Time) being 3:30 PM (CET) on 22 June 2017 (or at any adjournment thereof). We direct that our proxy will vote (or abstain from voting) on a poll on the resolutions set out in the Notice of annual general meeting and as indicated below: RESOLUTIONS For Against Abstain To receive, approve and adopt the audited financial statements of the Company for the financial period ended 31 December To approve that: (a) PricewaterhouseCoopers AS - Oslo, Norway be and are hereby appointed auditor of the Company to hold office until the close of the next Annual General Meeting or until their appointment is terminated in accordance with the Bye-Laws, at a remuneration to be determined by the Board; and (b) the Board be authorised to determine the auditor's remuneration.

4 4/10 RESOLUTIONS For Against Abstain To approve that: (a) the minimum number of Directors shall be three (3) and the maximum number of Directors shall be three (3); (b) the following persons be and are hereby elected to serve as Directors of the Company until the next Annual General Meeting or until their appointment is terminated in accordance with the Bye-laws of the Company: Bote de Vries Gunnar Winther Eliassen Ørjan Lunde (c) the Board be authorised to fill vacancies as and when they deem fit; (d) the Board be authorised to appoint Alternate Directors as and when they deem fit; (e) remuneration payable to the officers and members of the Board of Directors of the Company for the financial year ending 31 December 2017 shall be as follows: Chairman: USD 36,000.- p.a. Vice Chairman: USD 30,000.- p.a. Board member: USD 30,000.- p.a. To approve that: (a) any Director and/or Officer of the Company (whether acting individually or together with another or others) be and they are hereby authorised to do all acts and things and to agree all fees as might in his sole discretion be necessary and desirable and to give, make, sign, execute and deliver in the name of and on behalf of the Company, whether under hand or under seal, all other notes, deeds, agreements and other documents as the individual(s) acting may in his absolute discretion consider necessary or desirable in connection with the foregoing resolutions, such approval to be conclusively evidenced by his execution thereof; and (b) Estera Services (Bermuda) Limited, Secretary of the Company, be and is hereby authorised and directed to attend to such further statutory formalities under the Companies Act 1981, as amended, to accomplish the foregoing. To approve, in accordance with 45(1)(c) of the Act and bye-law 15 of the Bye-Laws, that: (a) a consolidation of the existing share capital be and is hereby approved, ratified and confirmed as being in the best interest of the Company and for its commercial benefit;

5 5/10 (b) the authorised share capital of US$400,000,000 (consisting of 4,000,000,000 ordinary shares of par value US$0.10) of the Company be consolidated at a ratio of 1 for 20 resulting in an authorised share capital of US$ 400,000,000 (consisting of 200,000,000 ordinary shares of par value US$2.00) having the same rights and being subject to the same restrictions (save as to nominal value) as the existing ordinary shares in the capital of the Company as provided for in the Bye-laws for the time being; (c) the issued share capital of US$4,572,694 (divided into 45,726,940 ordinary shares of par value US$0.10) of the Company be consolidated at a ratio of 1 for 20 resulting in an issued share capital of US$4,572,694 (divided into 2,286,347 ordinary shares of par value US$2.00), having the same rights and being subject to the same restrictions (save as to nominal value) as the existing ordinary shares in the capital of the Company as provided for in the Bye- Laws for the time being; (d) each and any Director or Officer of the Company acting individually or together with another or others be and is hereby authorised, empowered and directed, for and in the name and on behalf of the Company, and without the joinder of any other person or entity, to deal with any difficulty which arises in regard to any consolidation, including but not limited purchasing any fractional entitlements to the shares for a cash compensation to ensure that no fractional shares are in issue, selling any surplus shares and distributing the proceeds therefrom pro rata to the shareholders who would have otherwise received fractional entitlements to the shares or otherwise settling any difficulties arising from the consolidation as any Director(s) or Officer(s) acting shall in their absolute discretion think necessary or expedient, the taking of such action and the preparation, execution, delivery and performance of any such agreements, documents and other instruments shall be conclusive evidence of the approval of the Board thereof and all matters relating thereto; (e) subject to and conditional upon shareholder approval of the consolidation, the Secretary be and is hereby authorised and directed to make the appropriate entries in the Register of Shareholders forthwith and that any share certificates required to be cancelled and/or issued, be cancelled and/or issued in the manner provided in the Bye- Laws; (f) the record date for shareholders entitled to notice of and to vote at the General Meeting be, and hereby is, fixed as the close of business on 20 JUNE 2017 at 12:00 CET; and (g) subject to and conditional upon shareholder approval of the consolidation, the Secretary of the Company be and is hereby authorised to make the appropriate entries in the Register of Shareholders forthwith and that any share certificates required to be cancelled and/or issued, be cancelled and/or issued in the manner provided in the Bye- Laws.

6 6/10 To approve the following general authorizing resolutions: (a) each and any Director or Officer of the Company acting individually or together with another or others be and is hereby authorised, empowered and directed, for and in the name and on behalf of the Company, and without the joinder of any other person or entity, to (i) give, make, sign, execute (whether under hand or as a deed under the common seal of the Company and witnessed as required by the Bye-Laws) and deliver all such other notes, deeds, agreements, and other documents, (ii) effect further modification or amendment to any of the terms and conditions of such documents, (iii) pay or settle any consideration, expenses and taxes, (iv) do all such further acts, deeds and things as each such Director and/or officer, in his or her absolute and unfettered sole discretion shall deem necessary, appropriate, advisable, desirable or convenient for the purpose of compliance with any condition precedent or to effect and carry out the intent of the foregoing resolutions and the transactions contemplated thereby, consummating, completing or procuring the performance and completion of all or any of the transactions contemplated by or referred to in the foregoing resolution, the taking of such action and the preparation, execution, delivery and performance of any such agreements, documents and other instruments shall be conclusive evidence of the approval of the Board thereof and all matters relating thereto; (b) that any and all acts, transactions or agreements undertaken in good faith prior to the adoption of these resolutions by any Director or duly authorised agent of the Company in its name and for its account in connection with the foregoing matters that are within the authority conferred hereby are hereby in all respects authorised, approved and, to the extent necessary, ratified, confirmed and adopted by the Company as its own act and deed; (c) that Messrs. Appleby (Bermuda) Limited (as Bermuda legal advisers to the Company) and/or Estera Services (Bermuda) Limited (as Secretary of the Company) whether acting jointly and/or severally, for and in the name and on behalf of the Company, be and are hereby authorised and directed to attend to all such further legal formalities and filing under the laws of Bermuda to accomplish the foregoing resolutions or in order to meet the Company s reporting requirements (including but not limited to making application to and procuring the relevant ISIN and GLEI code from the Bermuda Stock Exchange); and (d) that the Secretary be and hereby is duly authorised and empowered to attest any of the foregoing instruments or agreements on behalf of the Company and to certify to the passage of the foregoing resolutions. To approve the publication from time to time of the twenty (20) largest beneficial owners from time to time whose holdings are registered in the Norwegian Central Securities Depository electronic securities register, Verdipapirsentralen (VPS).

7 7/10 Please note that a vote to "abstain" is not a vote in law and will not be counted in the calculation of the votes cast for and against the resolution. PLEASE COMPLETE THE DETAILS BELOW IN BLOCK CAPITALS AND SIGN AND DATE WHERE INDICATED Signature of shareholder or common seal/signature of duly authorised officer of corporate shareholder... Signature..... Print Name: Date: Notes: 1. A proxy need not be a member of the Company but must attend the Meeting to represent you. You may appoint as your proxy a person of your own choice by inserting his name in the space provided. If no name is inserted in the space provided the Chairman will be deemed appointed as the proxy. 2. Please indicate with a cross in the appropriate box how you wish your votes to be cast. In the absence of any specific direction, the proxy will vote (or abstain from voting) at his or her discretion. On any other business which properly comes before the special general meeting (including any motion to withdraw any resolution on the recommendation of the Board, to amend any resolution or to adjourn the Meeting) the proxy will vote or abstain at his or her discretion. 3. To be valid, this Form of Proxy and the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power or authority must be received by DNB Bank ASA, Registrars Dept., address: Dronning Eufemias gate 30, 0191 Oslo, Norway, fax number: or vote@dnb.no, on or prior to 20 JUNE 2017 AT 12:00 Central European Time. 4. In the case of a corporate shareholder, this Form of Proxy should be executed by a Director or a duly authorised officer or other person authorised to sign the same.

8 8/10 Appendix 1 Golden Close Maritime Corp. Ltd. (Company) INFORMATION CONCERNING SOLICITATION AND VOTING FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS ( Meeting ) TO BE HELD ON 22 JUNE 2017 Presentation of Audited Financial Statements In accordance with section 84 (Financial Statements to be laid before General Meeting) of the Companies Act 1981 of Bermuda as amended (Act), the audited stand alone financial statements of the Company for the year ended 31 December 2016 must be presented at the Meeting unless laying of the accounts and appointment of the auditor in respect of a particular interval is waived (either in writing or at a general meeting) by all directors and all shareholders pursuant to section 88 (Power to Waive Laying of Accounts and Appointment of Auditor) of the Act. At the Meeting, the Company intends to present its consolidated financial statements for the year ended 31 December 2016, which have been audited by PricewaterhouseCoopers AS - Oslo, Norway. These statements have been approved by the Board of Directors of the Company (Board). There is no requirement under Bermuda law that such statements be approved by the Shareholders and no such approval will be sought at the Meeting. Accordingly, no vote is required by shareholders with respect to the Company s 2016 audited consolidated financial statements The Company s audited consolidated financial statements contained in its Annual Report 2016 are available on Appointment of Independent Auditors In accordance with section 89 (Appointment and Disqualification of Auditor) of the Act, the Board will ask the Shareholders to approve the appointment of PricewaterhouseCoopers AS - Oslo, Norway as the Company s independent auditors and to authorise the Board to determine the auditors remuneration. Election of Directors The Company s board of directors currently consists of five (5) members. It is proposed that the size of the board be reduced to three (3) members. Ørjan Lunde and Bote de Vries will stand for re-election. Additionally, Gunnar Eliassen has been nominated for election. The persons whose names are listed below ( Director Nominees ) have been nominated for election as directors by the board of directors to serve for a term of office to expire at the next Annual General Meeting of Shareholders in 2018, with each to hold office until his successor has been duly elected or appointed. Each Director Nominee has expressed his intention to serve the entire term for which election is sought. Director Nominees The following table and text set forth the name, position, residence, age, principal occupation of each Director Nominee:

9 9/10 Name Age Principal Occupation Director Since Bote de Vries 58 Financial advisor 2015 Ørjan Lunde 42 Vice President, Odfjell Drilling 2015 Gunnar Winther Eliassen 31 Financial advisor, Sea Tankers Management NEW Bote de Vries has served as a director of the Company since June Mr. de Vries has extensive legal, asset advisory and financial services experience, specifically in the shipping and maritime sectors. He is a board member of Artilium Plc, TBS Shipping Services Inc., Lloydsfonds AG and Vallianz Holdings; and member of four supervisory boards in shipping, healthcare, banking and building societies in the Netherlands. Ørjan Lunde has served as a director of the Company since August Mr. Lunde is VP Finance in Odfjell Drilling AS and represents the manager on the Board. Mr. Lunde has an extensive financial and advisory experience from i.a Nordea and EY, and has previously held the position as CFO in Ocea Gruppen and Technocean Subsea. Gunnar Eliassen is employed by Seatankers Consultancy Services (UK) where he is responsible for overseeing and managing various public and private investments. Through his position in Seatankers, Mr. Eliassen is directly involved in more than a dozen public companies listed in Norway and New York. Mr. Eliassen s past experience includes Partner at Pareto Securities in Oslo and New York. The Director Nominees have the professional experience and personal character that make them qualified Director Nominees for the Company and collectively comprise an experienced board that should work well together as a whole. The Board proposes that the Meeting votes in favour of the proposed changes to the Board size and composition. Estera Services (Bermuda) Limited At the Meeting, the Board will ask the Shareholders to authorise and empower the Company s corporate administrative service provider in Bermuda, Estera Services (Bermuda) Limited, as Secretary of the Company, to attend to all such further statutory procedures to consummate the transactions approved by the Meeting. Consolidation The Company has an authorised share capital of US$ 400,000,000 (consisting of 4,000,000,000 ordinary shares of par value US$0.10) and an issued share capital of US$4,572,694 (divided into 45,726,940 ordinary shares of par value US$0.10). Pursuant to section 45(1)(c) of the Act and bye-law of the Bye-Laws, the Company is permitted to consolidate and divide all or any of its share capital into shares of a larger amount or par value than its existing shares, effectively reducing the number of ordinary shares outstanding and increasing the par value of each share. Moreover, bye-law 15.2 of the Bye-Laws further provides that where any difficulty arises in regard to any consolidation, the Board may settle the same as it thinks expedient and, in particular, may arrange for the sale of the shares representing fractions and the distribution of the net

10 10/10 proceeds of sale in due proportion amongst the Shareholders who would have been entitled to the fractions, and for this purpose the Board may authorise some person to transfer the shares representing fractions to the purchaser thereof, who shall not be bound to see to the application of the purchase money nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings relating to the sale. The Company intends to implement a capital reorganisation by way of a reverse stock split (Consolidation) of its existing share capital denominated into shares with a nominal value of US$0.10 at a ratio of 1 for 20 and a proportionate reduction in the number of authorised shares thereby creating shares of par value US$2.00 each. The proposed Consolidation of the authorised share capital and issued share capital of the Company will result in every 20 shares of par value US$0.10 each becoming 1 share of par value US$2.00 each. If the Consolidation is approved by the Shareholders the resulting authorised share capital shall be US$400,000,000 (consisting of 200,000,000 ordinary shares of par value US$2.00) and the resulting issued share capital shall be US$4,572,694 (divided into 2,286,347 ordinary shares of par value US$2.00), having the same rights and restrictions as the existing ordinary shares of the Company in all respects. The proposed Consolidation will not impact the total dollar value of the authorised or issued share capital. Accordingly, the value of the shareholders holding will remain unchanged as a result of the Consolidation transaction. The capital reorganisation is being proposed by the Board in order to increase the per share trading price of the ordinary shares which may improve liquidity and facilitate trading. It should be noted that the Act prohibits the issue of shares at a price below the current nominal value accordingly the ability of the Company to raise funds by way of issue of further equity could potentially be inhibited. List of Beneficial Owners The Company s only outstanding class of shares is its ordinary shares. The Company has been requested by stakeholders and third parties to publish the twenty (20) largest beneficial owners of its ordinary shares at any time based on reports filed with the VPS. The Company wishes to make such publication available on the Company's website and is seeking shareholders' approval to same. Any Other Business The Board knows of no business that will be presented for consideration at the Meeting other than as stated in the Notice convening the Meeting By Order of the Board of Directors Estera Services (Bermuda) Limited Secretary Dated: 14 June 2017 Hamilton, Bermuda