NOTICE OF AN ANNUAL GENERAL MEETING SONGA OFFSHORE SE

Size: px

Start display at page:

Download "NOTICE OF AN ANNUAL GENERAL MEETING SONGA OFFSHORE SE"

Lionel McCarthy
6 years ago
Views:

1 NOTICE OF AN ANNUAL GENERAL MEETING IN SONGA OFFSHORE SE An Annual General Meeting of Songa Offshore SE (the Company ) will be held at the offices of Songa Offshore SE: Porto Bello building, Office 202, No 1 Siafi Street, Limassol 3042, Cyprus on 7th June 2017 at 10:00am Cyprus time The Annual General Meeting will be opened by the Chairperson of the Board of Directors, Frederik Mohn (or his proxy). The Board of Directors proposes the following agenda: 1. Appointment of Bjørnar Iversen (or his proxy) as Chairperson of the Annual General Meeting 2. Approval of the Annual Report for Approval of re-appointment of PricewaterhouseCoopers Ltd (PwC) as Auditors of the Company 4. Approval of remuneration of the Auditors 5. Approval of remuneration of the members of the Board of Directors 6. Approval of remuneration of the members of the remuneration committee 7. Approval of remuneration to members of the nomination/election committee **** A more detailed description and the background to items 1-7 and proposed resolutions are attached hereto as Appendix 1. Shareholders who wish to attend the Annual General Meeting, either in person or by proxy, are requested to complete the notice of attendance or proxy form (which includes detailed instructions for the use of the form) attached hereto as Appendix 2. Please return the notice of attendance or proxy form by regular mail, facsimile or by 6 th June 2017 at 10:00hrs (Cyprus time) to: Songa Offshore SE Attn.: Georgina Hanna Fotiou P.O. Box

3720 Limassol Phone: +357 25207700 Facsimile: + 357 25311175 E-mail: gfotiou@songaoffshore.

2 3720 Limassol Phone: Facsimile: gfotiou@songaoffshore.com Proxy may, if desirable, be given to Niki Trapezari (or her proxy) and a proxy need not be a shareholder of Songa Offshore SE. Shareholders are entitled to cast votes electronically before the meeting. Shareholders who wish to exercise that right are requested to complete the document attached hereto as Appendix 3 and return by 6 th June 2017 at 10:00hrs (Cyprus time) in the same manner as set out above for the notice of attendance or proxy form. Songa Offshore SE is a European company subject to the rules of the European Council Regulation no. 2157/2001 of 8 October 2001 on the statute for a European company (SE) and Cypriot Laws. As of the date of this notice, the Company has 124,512,353 issued shares, each of which represents one vote. For the purpose of this Annual General Meeting the record date shall be the 2 nd June 2017; only those members who are registered shareholders on that date have the right to participate and vote at the meeting. This notice and its appendices, as well as the Company s articles of association and the memorandum of association, are also available at the Company s homepage: Limassol, 15 May 2017 For the Board of Directors of Songa Offshore SE Frederik W. Mohn Chairperson of the Board Appendices: 1. Proposed resolutions 2. Notice of attendance and proxy form 3. Casting votes electronically 2

3 Appendix 1 1. Appointment of Chairperson of the AGM It is proposed that Bjørnar Iversen (or his proxy) be appointed as chairperson of the meeting. ORDINARY RESOLUTION No. 1 THAT Bjørnar Iversen (or his proxy) be appointed as chairperson of the meeting. 2. Approval of the Annual Reports for 2016 The annual accounts, annual reports (including director s report and auditors report) for the financial year 2016, including the consolidated accounts of the group are available at the Company s website at Shareholders who wish to receive a copy of the annual accounts and annual reports (including directors report and auditors report) for the financial year 2016 in electronic or printed form are requested to contact the Company. ORDINARY RESOLUTION No. 2 THAT the annual accounts and the annual reports for the financial year 2016 be approved. 3. Re-Appointment of PwC as Auditors of Company The Board of Directors, on the recommendation of the Audit Committee, has proposed that PwC be re-appointed as Auditors of the Company. ORDINARY RESOLUTION No. 3 THAT PricewaterhouseCoopers Ltd be re-appointed as Auditors of the Company. 4. Remuneration of the Auditors It is proposed that the remuneration of PricewaterhouseCoopers Ltd for the financial year 2016 be approved by the Board of Directors in accordance with their terms of engagement. ORDINARY RESOLUTION No. 4 3

4 THAT the remuneration of PricewaterhouseCoopers Ltd for the financial year 2016 be approved by the Board of Directors. 5. Approval of remuneration to members of the Board of Directors It is proposed that the General Meeting resolves the remuneration to the members of the Board of Directors for the year 2017 as set out below. The level of the proposed remuneration has been proposed by the nomination committee and is, to its knowledge, in accordance to market practice. It is noted that the chairperson of the Board of Directors, Frederik Mohn, has indicated that he shall renounce his remuneration for the year It is proposed that the General Meeting resolves: ORDINARY RESOLUTION No. 5 THAT the annual fees set out below to be given to each of the members of the Board of Directors be and are hereby approved pro rata to such period each member sits on the Board of Directors as follows: from 1 January 2017 to 31 December 2017 each member of the Board of Directors shall receive remuneration of $70,000 (except the Board s Chairman Mr. Mohn and its member Mr. Mannering). Mr. Mannering will receive a total remuneration of $120,000 as a member of the Board of Directors including his other tasks with committees and subsidiaries (but excluding his remuneration as a member of the remuneration committee). and THAT the renouncement by the chairperson of the Board of Directors, Frederik Mohn, to his remuneration for the year 2017 be and is hereby acknowledged. 6. Approval of remuneration to members of the remuneration committee It is proposed that the General Meeting resolves the remuneration to the members of the remuneration committee, for the year 2017 as set out herein. The level of the proposed remuneration is, to the knowledge of the Board, in accordance to market price. It is proposed that the General Meeting resolves: ORDINARY RESOLUTION No.6 THAT the remuneration for each member of the remuneration committee be and is hereby approved pro rata to such period each member sits on the committee as follows: 4

5 from 1 January 2017 to 31 December 2017 each committee member shall receive remuneration of $7,000. from 1 January 2017 to 31 December 2017, the chairman of the committee shall receive remuneration of $10, Approval of remuneration to members of the nomination/election committee It is proposed that the General Meeting resolves the remuneration to the members of the election/nomination committee, being $7,000 to each member of the election/nomination committee and $10,000 for the chairperson, pro rata to the period of each member s appointment until the next AGM. The level of the proposed remuneration is, to the knowledge of the Board, in accordance to market practice. It is proposed that the General Meeting resolves: ORDINARY RESOLUTION No.7 THAT remuneration of $10,000 for the chairperson and $7,000 for each member of the election/nomination committee, in each case pro rata to the member s period of appointment until the next AGM, be and is hereby approved. 5

6 Appendix 2 NOTICE OF ATTENDANCE ANNUAL GENERAL MEETING 7 TH JUNE 2017 OF SONGA OFFSHORE SE Notice of your attendance at the Annual General Meeting of Songa Offshore SE on 7 th June 2017 can be given using this notice. The notice should be sent to Songa Offshore SE so that it is received by the company by 6 th June 2017 at 10:00 hrs (Cyprus time). Address: Songa Offshore SE Attn.: Georgina Hanna Fotiou P.O. Box Limassol Phone: Facsimile: gfotiou@songaoffshore.com If you have registered but are unable to attend, you are entitled to appoint another person to attend the meeting on your behalf by submitting a signed and dated proxy to the Company at the address set out above or to Niki Trapezari by 6 th June 2017 at 10:00 hrs (Cyprus time). The undersigned will attend the Annual General Meeting of Songa Offshore SE on 7 th June 2017 and (please tick): Vote for my/our shares Vote for shares pursuant to the enclosed proxy(ies) Number of shares: The name and address of the shareholder: (please use capital letters) Date Place Signature of the shareholder* *Important Notice: Please include title of authorised signatory and attach evidence of authority 6

7 PROXY ANNUAL GENERAL MEETING 7 TH JUNE 2017 OF SONGA OFFSHORE SE Shareholders who are not able to attend the Annual General Meeting on 7 th June 2017 may be represented by way of proxy, in which case this proxy form may be used. The undersigned shareholder in Songa Offshore SE hereby appoints (please tick): Niki Trapezari, or the person she appoints Name of proxy (please use capital letters) and passport number Address and contact details of proxy as my/our proxy to vote in my/our name[s] and on my/our behalf at the Annual General Meeting of Songa Offshore SE to be held on 7 th June 2017, and at any adjournment of the meeting. If the proxy form is submitted without stating the name of the proxy, the proxy will be deemed to have been given to Niki Trapezari or the person she authorises. This form is to be used in respect of the resolutions mentioned below as follows: Item: 1. Appointment of Bjørnar Iversen (or his proxy) as Chairperson of the Annual General Meeting In favour Against Abstain At the proxy's discretion 2. Approval of the Annual Report for Approval of re-appointment of PricewaterhouseCoopers Ltd (PwC) as Auditors of the Company 7

8 4. Approval of remuneration of the Auditors 5. Approval of remuneration to members of the Board of Directors 6. Approval of remuneration to members of the remuneration committee 7. Approval of remuneration to members of the nomination/election committee Unless otherwise instructed, the proxy may vote as he thinks fit or abstain from voting. Number of shares: The name and address of the shareholder: (please use capital letters) Date Place Signature of the shareholder* *Important Note: If this proxy is given by signatory powers, please attach a certificate of registration, other evidence of authority. 8

9 Appendix 3 CASTING VOTES ELECTRONICALLY ANNUAL GENERAL MEETING 7 TH JUNE 2017 OF SONGA OFFSHORE SE Shareholders who are not able to attend the Annual General Meeting on 7 th June 2017 may cast their votes electronically in which case this form may be used. The undersigned shareholder in Songa Offshore SE hereby uses this form to vote on the resolutions mentioned below as follows (please tick): 1. Appointment of Bjørnar Iversen (or his proxy) as Chairperson of the Annual General Meeting In favour Against Abstain At the proxy's discretion 2. Approval of the Annual Report for Approval of re-appointment of PricewaterhouseCoopers Ltd (PwC) as Auditors of the Company 4. Approval of remuneration of the Auditors 5. Approval of remuneration to members of the Board of Directors 6. Approval of remuneration to members of the remuneration committee 7. Approval of remuneration to members of the nomination/election committee Number of shares: The name and address of the shareholder: 9

10 (please use capital letters) Date Place Signature of the shareholder* *Important Note: Please include title of authorised signatory and attach evidence of authority. 10

Felix Konferansesenter Bryggetorget 3, Aker Brygge, Oslo. 24 June 2009 at 9:00 hours

To the shareholders of Norwegian Property ASA NOTICE OF AN EXTRAORDINARY GENERAL MEETING An Extraordinary General Meeting of Norwegian Property ASA will be held at: Felix Konferansesenter Bryggetorget