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Paratus Energy Services Ltd.

Proxy Solicitation & Information Statement Oct 22, 2024

6589_rns_2024-10-22_26401c16-471c-465f-96dd-f9e64820293d.pdf

Proxy Solicitation & Information Statement

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PARATUS ENERGY SERVICES LTD. NOTICE OF SPECIAL GENERAL MEETING OF SHAREHOLDERS 5 NOVEMBER 2024

NOTICE IS HEREBY given that a Special General Meeting of Shareholders of Paratus Energy Services Ltd. (the "Company") will be held on 5 November 2024 at 09:00 (local time), at Par-la-Ville Place, 4th Floor, 14 Par-la-Ville Road, Hamilton Bermuda for the following purposes, all of which are more completely set forth in the accompanying information statement.

To consider the following Company proposals:

    1. To set the maximum number of Directors to be not more than eight.
    1. To resolve that vacancies in the number of Directors be designated as casual vacancies and that the Board of Directors be authorized to fill such vacancies as and when it deems fit.
    1. To elect Mark Anthony Lovell Mey as a Director of the Company.
    1. To approve the aggregate remuneration of the Company's Board of Directors to be such amount as the Board may determine from time to time not to exceed US\$600,000 for the year ended 31 December 2024.

By Order of the Board of Directors

James Ayers Secretary

22 October 2024

Notes:

  • 1. The Board of Directors has fixed the close of business on 18 October 2024, as the record date for the determination of the shareholders entitled to attend and vote at the Special General Meeting or any adjournment thereof.
  • 2. No Shareholder shall be entitled to attend unless written notice of the intention to attend and vote in person or by proxy, together with the power of attorney or other authority (if any) under which it is signed, or a notarially-certified copy of that power of attorney, is sent to the Company Secretary, to reach the Registered Office, being Par-la-Ville Place, 4th Floor, 14 Par-la-Ville Road, Hamilton Bermuda, by not later than 48 hours before the time for holding the meeting.
  • 3. The resolutions set out above are Ordinary Resolutions, approval of which will require the affirmative vote of a majority of the votes cast.
  • 4. A Form of Proxy is enclosed for use by holders of shares registered in Norway in connection with the business set out above.

INFORMATION CONCERNING SOLICITATION AND VOTING FOR THE SPECIAL GENERAL MEETING OF SHAREHOLDERS (THE "MEETING") OF PARATUS ENERGY SERVICES LTD. TO BE HELD ON 5 NOVEMBER 2024

COMPANY PROPOSALS

PROPOSALS 1 & 2 – MAXIMUM NUMBER OF DIRECTORS AND VACANCIES IN THE NUMBER OF DIRECTORS

It is proposed, in accordance with Bye-law 34.1, that the maximum number of Directors is eight. It is further proposed, in accordance with Bye-law 38.2, vacancies in the number of Directors be designated casual vacancies and that the Board of Directors be authorised to fill such casual vacancies as and when it deems fit. Any director appointed to fill such a casual vacancy shall hold office until the next Annual General Meeting following his or her election or until his or her successor is elected.

PROPOSAL 3 - ELECTION OF DIRECTOR

The Board has proposed that Mark Anthony Lovell Mey is elected as a Director of the Company.

As provided in the Company's Bye-laws, Directors of the Company are elected at each Annual General Meeting of Shareholders and shall hold office until the next Annual General Meeting following his or her election or until his or her successor is elected.

Mr. Mey is a seasoned energy professional with more than three decades of experience from the energy and financial services industry. He served as Executive Vice President and Chief Financial Officer of Transocean from May 2015 to May 2024. Prior to Transocean, Mr. Mey served as Executive Vice President and Chief Financial Officer of Atwood Oceanics, and Senior Vice President and Chief Financial Officer and a Director of Scorpion Offshore Ltd. He also held positions of increasing responsibility during his 12 years with offshore driller Noble Corporation, including Vice President and Treasurer. He served on the Board of Directors of Transocean Partners LLC from June 2015 to December 2016.

Mr. Mey earned an Advanced Diploma in Accounting and a Bachelor of Commerce degree from the University of Port Elizabeth, South Africa. He is a Chartered Accountant and attended the Harvard Business School Executive Advanced Management Program.

PROPOSAL 4 – TO APPROVE REMUNERATION OF THE DIRECTORS

At the Meeting, the Board will ask shareholders to approve the aggregate cash remuneration of the Company's Board of Directors to be such an amount as the Board may to determine from time to time not to exceed US\$600,000 for the year ended December 31, 2024. Such amount is separate and in addition to any options (or cash settled equivalent) which each of the Directors of the Company have received and/or may receive pursuant to the Company's long term incentive scheme.

OTHER BUSINESS

Management knows of no business that will be presented for consideration at the Special General Meeting other than that stated in the Notice of Special General Meeting.

By Order of the Board of Directors

James Ayers Secretary

22 October 2024 Hamilton, Bermuda

Paratus Energy Services Ltd. (the "Company") Form of Proxy for use at Special General Meeting to be held on 5 November 2024

I/We ………………………………………………………………………………………………………….
(NAME IN BLOCK CAPITALS)

Of …………………………………………………………………………………………………………..

being (a) holder(s) of ………………………………… …Common Shares of \$0.00002 each of the above-named

Company on the record date of 18 October 2024, hereby appoint the duly appointed Chairman of the meeting or ………………………………………………………….. to act as my/our proxy at the Special General Meeting of the Company to be held on 5 November 2024, or at any adjournment thereof, and to vote on my/our behalf as directed below.

Please indicate with an X in the spaces provided how you wish your vote(s) to be cast on a poll. Should this card be returned duly signed, but without a specific direction, the proxy will vote for all Proposals.

Resolutions For Against Abstain
1.
To set the maximum number of Directors to be not more than eight.
2.
To resolve that vacancies in the number of Directors be designated as casual vacancies and that the
Board of Directors be authorized to fill such vacancies as and when it deems fit.
3.
To elect Mark Anthony Lovell Mey as a Director of the Company.
4. To approve the aggregate cash remuneration of the Company's Board of Directors to be such an amount
as the Board may determine from time to time not to exceed US\$600,000 for the year ended 31 December
2024. Such amount is separate and in addition to any options (or cash settled equivalent) which each of the
Directors of the Company have received and/or may receive pursuant to the Company's long term incentive
scheme.

Notes:

  • 1. A Shareholder entitled to attend and vote at a meeting may appoint one or more proxies to attend and, on a poll, vote instead of him.
  • 2. Proxies appointed by a single Shareholder need not all exercise their vote in the same manner.
  • 3. In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holders. For this purpose, seniority is determined by the order in which the names stand in the Register of Members.
  • 4. In the case of a corporation, this proxy must be given under its common seal or be signed on its behalf by a duly authorised officer or attorney.
  • 5. If it is desired to appoint by proxy any person other than the Chairman of the Meeting, his/her name should be inserted in the relevant place, reference to the Chairman deleted and the alteration initialed.
    1. This proxy should be completed and be sent to reach the following address by not later than 1 November 2024:

Holders of Shares registered in the VPS should return their Proxy Forms to: DNB Bank ASA, Registrars Dept. P.O. Box 1600 Sentrum 0021 Oslo Norway Or via e-mail to: [email protected]

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