Pre-Annual General Meeting Information • Aug 20, 2024
Pre-Annual General Meeting Information
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NOTICE IS HEREBY given that a Special General Meeting of Shareholders of Paratus Energy Services Ltd. (the "Company") will be held on 5 September 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 proposal:
To reduce the Company's Share Premium account from US\$157,994,017 to US\$2,994,017 by the transfer of US\$155,000,000 of the Share Premium account to the Company's Contributed Surplus account with effect on or around 5 September 2024.
By Order of the Board of Directors
James Ayers Secretary
August 20, 2024
At the Meeting, the Board, pursuant to the provisions of section 46 of the Bermuda Companies Act 1981 (the "Companies Act"), will ask the Shareholders to approve a reduction of US\$155,000,000 in the Company's Share Premium account (forming a portion of Additional Paid in Capital in the financial statements of the Company) and to credit the same amount resulting from this reduction to the Company's Contributed Surplus account. The Share Premium account is the amount of share capital which exceeds the aggregate par value of the Company's outstanding Ordinary Shares.
The purpose of this proposal is primarily to increase the ability of the Company to make distributions to its Shareholders.
The Company's policy is to pay dividends and distributions with the timing and amount being at the discretion of the Board of Directors and depending on, among other things, earnings, capital expenditure commitments, market prospects, current capital expenditure programs, investment opportunities, the terms and restrictions of our financing arrangements and other relevant factors.
Under Bermuda law a company cannot pay dividends or make distributions from share premium. In addition, section 54 of the Companies Act provides that a company may not declare or pay a dividend, or make a distribution out of contributed surplus if there are reasonable grounds for believing that (a) the Company is, or would after the payment, be unable to pay its liabilities as they become due; or (b) the realisable value of the Company's assets would thereby be less than its liabilities.
The Board have therefore put forward this proposal to reduce the Share Premium account from US\$157,994,017 to US\$2,994,017 by the transfer of US\$155,000,000 of the Share Premium account to the Company's Contributed Surplus account with effect on or around 5 September 2024 (the "Effective Date"). This will enable the Board to declare dividends and make distributions as long as the Company is solvent, and the realisable value of its assets exceeds its liabilities.
Under Bermuda law, the Company if authorised in a general meeting may, subject to any order made by the Minister of Finance of Bermuda and to its Memorandum of Association and Bye-laws, either with or without extinguishing or reducing the liability of any of its shares and either with or without reducing the number of shares, reduce any paid up capital that is in excess of the requirements of the Company. The Company's Bye-laws provide that subject to the Companies Act, the Company may by Resolution authorise the reduction of its issued share capital or any share premium or contributed surplus account in any manner whatsoever.
In order to effectuate such reduction, the Board of Directors must be satisfied that on the Effective Date the Company is solvent and after the reduction will be able to pay its liabilities as they become due.
Within 30 days after the date such reduction of the share premium is effective, the Company, as required under section 46(5) of the Companies Act, will file a memorandum, with a copy of the notice referred to above, with the office of the Bermuda Registrar of Companies (the "Registrar"), notifying the Registrar of compliance with the Companies Act.
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
August 20, 2024 Hamilton, Bermuda
I/We …………………………………………………………………………………………………………. (NAME IN BLOCK CAPITALS)
Of …………………………………………………………………………………………………………..
Company on the record date of 16 August 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 September 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. Reduction in Share Premium Account |
Date ……………………………….. Signature ………………………………………………
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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