Prosafe SE

AGM Information • May 3, 2018

MINUTES OF MEETING OF PROSAFE SE

ANNUAL GENERAL MEETING

Held at Schjødt AS offices, Ruseløkkveien 14, P.O.Box 2444 Solli, 0201 Oslo, Norway 3 May 2018 at 1 p.m. CET

Present: The shareholders and proxies representing 60.37% of the issued voting capital of the Company

In Attendance:

Board:	Glen Ole Rødland (Chairman) Roger Cornish Birgit Aagaard-Svendsen
	Svend Anton Maier
	Kristian Kuvaas Johansen
Company Secretary:	Elena Hajiroussou (via telephone call)
Auditor:	Sylvia Loizides, KPMG Limited, Cyprus (via telephone call) Roland Fredriksen, KPMG Limited, Norway
Management:	Georgina Georgiou – General Manager, Prosafe SE Stig Harry Christiansen – CFO & Deputy CEO, Prosafe Management AS Jesper Kragh Andresen, CEO, Prosafe Management AS
Outside counsel:	Viggo Bang-Hansen – attorney-at-law, Schjødt AS

Mr Glen Ole Rødland (Chairman of Prosafe SE) opened the meeting and registered the shareholders present. Mr Rødland requested Mr. Viggo Bang-Hansen to take the attendees through the business of the meeting, who noted that:

• a. Notices to convene the meeting were duly served to all members of the Company;
• b. All proxy forms and votes cast electronically were duly delivered to the Company as stated in the notice;
• c. A quorum was present in accordance with regulation 34 of the Articles of Association and the meeting could proceed to business;
• d. It was proposed that the notice of meeting and agenda be taken as read and with the consent of all members present the notice was taken as read; and
• e. The number of shares and votes relating to shareholders present in person or by proxy, constitute 60.37% of the issued share capital of the Company as at the date of the meeting, (22.36% of the votes by proxy).

Shareholder Resolutions

The following resolutions were approved by the Annual General Meeting:

1. Appointment of the Chairperson of the Annual General Meeting.

ORDINARY RESOLUTION No. 1

THAT Mr. Viggo Bang-Hansen be appointed as chairperson of the meeting.

By vote of: 100%

2. Approval of the agenda of the meeting.

ORDINARY RESOLUTION No. 2

THAT the agenda of the meeting as specified in the Notice of the Meeting be approved.

By vote of: 100%

3. Approval of the report of the Board of Directors.

ORDINARY RESOLUTION No. 3

THAT the report of the Board of Directors for the year ended 31 December 2017 be approved.

By vote of: 100%

4. Approval of the annual financial statements for the year ended 31 December 2017.

ORDINARY RESOLUTION No. 4

THAT the annual financial statements for the year ended 31 December 2017 be approved.

By vote of: 100%

5. Approval of the report of the auditors on the annual financial statements for the year ended 31 December 2017.

ORDINARY RESOLUTION No. 5

THAT the report of the auditors on the annual financial statements for the year ended 31 December 2017 be approved.

By vote of: 100%

6. Re-election of directors.

ORDINARY RESOLUTION No. 6(a)

a) THAT Roger Cornish be and is hereby re-appointed as a member of the Board of Directors of the Company until the date of the next annual general meeting of the Company.

By vote of: 99.95%

ORDINARY RESOLUTION No. 6(b)

The following resolution was withdrawn:-

"b) THAT Nancy Erotocritou be and is hereby re-appointed as a member of the Board of Directors of the Company until the date of the next annual general meeting of the Company."

ORDINARY RESOLUTION No. 6(c)

c) THAT Glen Rødland be and is hereby re-elected as a member of the Board of Directors of the Company until the date of the next annual general meeting of the Company.

By vote of: 99.95%

ORDINARY RESOLUTION No. 6(d)

d) THAT Svend Anton Maier be and is hereby re-elected as a member of the Board of Directors of the Company until the date of the next annual general meeting of the Company.

By vote of: 99.95%

ORDINARY RESOLUTION No. 6(e)

e) THAT Birgit Aagaard-Svendsen be and is hereby re-elected as a member of the Board of Directors of the Company until the date of the next annual general meeting of the Company.

By vote of: 99.95%

ORDINARY RESOLUTION No. 6(f)

f) THAT Kristian Kuvaas Johansen be and is hereby re-elected as a member of the Board of Directors of the Company until the date of the next annual general meeting of the Company.

By vote of: 99.95%

7. Approval of the remuneration of the directors.

ORDINARY RESOLUTION No. 7

THAT The following remuneration of the Directors, with effect from the Annual General Meeting, be approved, to remain at the same level ie:

Chair: EUR 105,000 Board members (each):EUR 65,000

Any Director attending a Board meeting outside his/her country of residence will receive an additional remuneration of EUR 1,500 for each meeting.

By vote of: 99.93%

8. Re-election of the members of the election committee.

ORDINARY RESOLUTION No. 8(a)

a) THAT Mr Thomas Raaschou be and is hereby re-elected as a member and chair of the Election Committee until the date of the next annual general meeting of the Company.

By vote of: 99.94%

ORDINARY RESOLUTION No. 8(b)

b) THAT Mrs Annette Malm Justad be and is hereby re-elected as a member of the Election Committee until the date of the next annual general meeting of the Company.

By vote of: 99.95%

9. Approval of the remuneration of the members of the election committee.

ORDINARY RESOLUTION No. 9

THAT the following remuneration of chair and member of the Election Committee be approved, to remain at the same level ie:

Chair: Euro 6,500 Member:Euro 5,000

An additional remuneration of EUR 750 per meeting is approved for each of the Chairman and the member of the Committee.

By vote of: 99.93%

10. Re-election of KPMG Limited as the auditors of the Company.

ORDINARY RESOLUTION No. 10

THAT KPMG Limited be re-elected as the auditors of the Company.

By vote of: 99.95%

11. Approval of the remuneration of the auditors.

ORDINARY RESOLUTION No. 11

THAT the remuneration of the auditors of USD 394,000 for audit services and USD 10,000 for other services be approved.

By vote of: 99.93%

12. Amendment to the Articles of Association.

SPECIAL RESOLUTION No. 1

THAT the Articles of Association of the Company be and are hereby amended as follows:

(i) Regulation 5 be deleted in its entirety except the first sentence so that the new Regulation 5 will read as follows:

5."The Company may have more than one class of shares".

• (ii) The last sentence only of Regulation 30 being, "If at any time there are not within Cyprus sufficient Directors capable of acting to form a quorum, any Director may convene an extraordinary General Meeting in the same manner or as nearly as possible as that in which extraordinary meetings may be convened by the Directors", be deleted in its entirety.
• (iii) The words "within Cyprus" in Regulation 48 be deleted.
• (iv) The last sentence only of Regulation 71 being, "It shall be necessary to give appropriate notice of a meeting, including a telephone conference of Directors, to any Director for the time being absent from Cyprus who has supplied to the Company a registered address situated outside Cyprus", be deleted in its entirety.
• (v) The words "telegram or cablegram, telex or telefax" be deleted in Regulation 79 and be replaced by the words "or e- mail".

By vote of: 99.93%

There being no other business the Chair declared the meeting closed.

Oslo, Norway 3 May 2018

........................................... ............................................ Glen Ole Rødland Elena Hajiroussou Chairman of the Board Secretary

........................................... Viggo Bang-Hansen Chair