AGM Information • Apr 18, 2017
AGM Information
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Notice is hereby given that the Annual General Meeting ("Annual General Meeting") of Prosafe SE ("Company") will be held at the Company's registered office on 10 May 2017 at 2 p.m. Cyprus time at 126 Stadiou Street, 2nd floor, 6020 Larnaca, Cyprus for the following purposes:
Pursuant to Article 127B of Cyprus Companies Law Cap. 113 a shareholder or shareholders holding at least 5% of the issued share capital representing at least 5% of the voting rights of all the shareholders entitled to vote at the meeting may propose a) an issue or a resolution to be added to the agenda at least 42 days before the date of Annual General Meeting and b) a proposed resolution for an issue on the agenda either by post to Prosafe SE, 126 Stadiou Street, 6020 Larnaca, Cyprus Attn. Leoni Demetriou or by e- by e-mail [email protected].
Pursuant to Article 128 C of Cyprus Companies Law Cap. 113 a shareholder may ask questions regarding items on the agenda.
The Company has issued and allotted 71,407,009 ordinary shares, and each share confers the right to one vote at the Company's General Meeting. In order to be entitled to vote at the Annual General Meeting a shareholder must be registered as the legal owner of the shares in the register of shareholders of the Company with the Norwegian VPS as of 8 May 2017.
Shareholders who wish to attend the meeting must notify the Company of their intention to attend by 9 a.m. Cyprus time on 9 May 2017 by returning the enclosed form.
A shareholder entitled to attend and vote at the Annual General Meeting either in person or by proxy is requested to complete the notice of attendance or proxy form (if without voting instructions) attached in Appendix 2, or if the proxy shall be given with voting instructions, then to complete the form attached in Appendix 3. Please return the notice of attendance or proxy form, with or without voting instructions (together with any supporting documents) by 9 a.m. Cyprus time on 9 May 2017, in accordance with the instructions set out in Appendix 2 or 3. Proxy may, if desirable, be given to Mr. Glen Rodland (Chairman) or Ms. Georgina Georgiou (General Manager). A proxy need not be a shareholder of the Company.
Shareholders are entitled to cast votes electronically before the meeting without requiring their attendance or appointment of a proxy. Shareholders who wish to exercise that right are requested to complete the Appendix 2 and follow the instructions for electronic voting contained therein.
This notice, its appendices and the Company's Articles and Memorandum of Association are also available in PDF format on the Company's website at http://www.prosafe.com from the date of this notice.
Appendices:
The Annual Report of the Company for the financial year ended 31 December 2016, which includes the set of financial statements, the directors' report and the auditors' report, is available on the Company's website and will be also available in hard copy form at the Company's registered office, 126 Stadiou Street, 2nd floor, 6020 Larnaca, Cyprus during normal working hours or upon request from Leoni Demetriou, by telephone +35724622450 or by e-mail [email protected].
By order of the Board
Elena Hajiroussou Secretary Date: 18 April 2017
It is proposed that Mr.Glen Rodland (or his Proxy) be appointed as chairperson of the meeting.
THAT Mr. Glen Rodland (or his Proxy) be appointed as chairperson of the meeting.
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It is proposed that the agenda of the meeting as specified in the Notice of the Meeting be approved.
THAT the agenda of the meeting as specified in the Notice of the Meeting be approved.
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It is proposed that the report of the Board of Directors for the year ended 31 December 2016 be approved.
THAT the report of the Board of Directors for the year ended 31 December 2016 be approved.
It is proposed that the annual financial statements for the year ended 31 December 2016 be approved.
THAT the annual financial statements for the year ended 31 December 2016 be approved.
It is proposed that the report of the auditors on the annual financial statements for the year ended 31 December 2016 be approved.
THAT the report of the auditors on the annual financial statements for the year ended 31 December 2016 be approved.
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It has been proposed that the retiring directors be re-elected as follows:
a) THAT Roger Cornish be and is hereby re-appointed as a member of the Board of Directors of the Company.
b) THAT Nancy Erotocritou be and is hereby re-appointed as a member of the Board of Directors of the Company.
c) THAT Glen Rødland be and is hereby re-elected as a member of the Board of Directors for a period of one year.
It is proposed to approve the following remuneration of the Directors, with effect from the Annual General Meeting, to remain at the same level ie:
| Chair: | EUR 105,000 |
|---|---|
| Deputy chair: | EUR 80,000 |
| 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.
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 |
|---|---|
| Deputy chair: | EUR 80,000 |
| 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.
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It is proposed to substitute the following paragraph for the first paragraph of Regulation 54 Articles of Association of Prosafe SE:
The Company shall have an election committee comprising of two members. The members of the election committee shall be elected by the General Meeting and shall serve for a period of up to two years. The General Meeting shall appoint the chairman of the election committee.
THAT the following paragraph shall substitute for the first paragraph of Regulation 54 Articles of Association of Prosafe SE:
The Company shall have an election committee comprising of two members. The members of the election committee shall be elected by the General Meeting and shall serve for a period of up to two years. The General Meeting shall appoint the chairman of the election committee.
The Amendment of Regulation 54 Articles of Association of Prosafe SE is hereby approved.
It is proposed that the following persons be re-elected as members and chair of the Election Committee:
a) to re-elect Mr Thomas Raaschou as a member and chair of the Election Committee for a period of one year.
b) to re-elect Mrs Annette Malm Justad as a member of the Election Committee for a period of one year.
THAT Mr Thomas Raaschou be and is hereby elected as a member and chair of the Election Committee for a period of one year.
THAT Mrs Annette Malm Justad be and is hereby elected as a member of the Election Committee for a period of one year.
It is proposed to approve the remuneration of chair and other member of the Election Committee to remain at the same level ie:
Chair: Euro 6,500 Member: Euro 5,000
It is also proposed that the additional remuneration of EUR750 per meeting for each of the Chairman and the member of the Committee, be approved.
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.
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It is proposed to re-elect KPMG Limited as the auditors of the Company.
THAT KPMG Limited be re-elected as the auditors of the Company.
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It is proposed to approve the remuneration of the auditors of USD 352,000 for audit services and USD 79,000 for other services.
THAT the remuneration of the auditors of USD 352,000 for audit services and USD 79,000 for other services be approved.
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Prosafe SE ("Prosafe" or "Company") established an Election Committee ("Committee") at the AGM held on 5 May 2003 in accordance with Regulation 54 of the Articles of Association of the Company. The Committee in 2016 consisted of Mr. Thomas Raaschou (chair) and Mrs. Annette Malm Justad who were elected by the AGM on 25 May 2016 ("2016 AGM"). Mr. Raaschou and Mrs. Malm Justad have served as members of the Committee for five years and one year, respectively.
Mr. Raaschou is the co-founder and Chief Executive Officer at NOMA Capital and is currently a shareholder of Prosafe. Mrs. Malm Justad is an associated partner with Recore AS. Both are due for re-election in 2017.
Neither of the members of the Committee are employees of Prosafe or members of the Board of Directors ("BoD") of Prosafe.
The main duties of the Committee are to evaluate and submit a recommendation to the AGM on the following matters:
Since the 2016 AGM, the Committee has held 13 meetings in preparation for Extraordinary General Meetings on 30 November 2016 and 22 March 2017, which related to Board composition, and the forthcoming AGM to be held on 10 May 2017.
The Committee has discussed Board self-evaluation, Board composition and recruitment, Director elections, Committee work and composition, Committee member elections, Director and Committee remuneration, and length of appointment of both the Board Directors and members of the Committee.
In addition, the Committee has held meetings and discussions with shareholders, current Directors, senior executives and with potential candidates. The Committee has ensured that there has been ample opportunity for all shareholders and others to nominate Directors.
Since the 2016 AGM and the resignation of three Directors, the Board's composition has been changed with the appointment of three new Directors. It is the opinion of the Committee, that the current BoD reflects a variety of experience, knowledge and qualifications and in its evaluation for the forthcoming AGM on 10 May 2017, the Committee has in particular focused on the value of preserving continuity. Further detailed background for each of the Board Directors can be found at www.prosafe.com
For Prosafe's AGM on 10 May 2017, the Committee makes the following recommendations:
The following Directors were elected to the Prosafe BoD, by the shareholders at the 2016 AGM, and at the Extraordinary General Meetings in November 2016 and March 2017:
| Glen Rødland | chair, due for re-election in 2017 |
|---|---|
| Roger Cornish | director, due for re-election in 2017 |
| Nancy Ch. Erotocritou | director, due for re-election in 2017 |
| Svend Anton Maier | director, due for re-election in 2018 |
| Kristian Johansen | director, due for re-election in 2018 |
| Birgit Aagaard-Svendsen | director, due for re-election in 2018 |
All of the Directors are regarded as independent of the shareholders except for Mr. Glen Rødland. Accordingly, the Committee recommends the re-election of Mr. Glen Rødland as Director and Chairman and Mr. Roger Cornish and Mrs. Nancy Ch. Erotocritou as Directors for a period of one year.
Assuming the re-election of Mr. Glen Rødland, Mr. Roger Cornish and Mrs. Nancy Ch. Erotocritou at the AGM to be held on 10 May 2017, the Board will then comprise the following individuals:
| Glen Rødland | chair, due for re-election in 2018 (1*) | |
|---|---|---|
| Roger Cornish | director, due for re-election in 2018 | (8*) |
| Nancy Ch. Erotocritou | director, due for re-election in 2018 | (3*) |
| Svend Anton Maier | director, due for re-election in 2018 | (<1*) |
| Kristian Johansen | director, due for re-election in 2018 | (<1*) |
| Birgit Aagaard-Svendsen | director, due for re-election in 2018 | (<1*) |
(* The number of years currently served as a member of the BoD)
The current Directors' remuneration was decided by the AGM in May 2016 and the Committee recommends that the remuneration for the Directors is unchanged, with effect from the forthcoming AGM, and remains as follows:
| Chair: | EUR 105,000 |
|---|---|
| Deputy chair: | EUR 80,000 |
| Directors (each): | EUR 65,000 |
The suggested remuneration reflects the:
For any Director attending a Board meeting outside his/her country of residence, the Committee proposes that the remuneration for each meeting of EUR 1,500, also remains at the same level as in 2016.
The Election Committee has evaluated the current composition of the Committee. In the process, the Committee has taken into account the need for a Committee which has a good understanding of the general requirements of the Company's BoD, taking into account strategic, financial, managerial and industry issues.
The Committee recommends the re-election of Mrs. Annette Malm Justad and Mr. Thomas Raaschou for a period of one year. It is proposed that Mr. Raaschou is elected Chair of the Election Committee.
The remuneration for the Election Committee members which is recommended, with effect from the forthcoming AGM remains unchanged and is as follows:
| Chair: | EUR 6,500 |
|---|---|
| Members: | EUR 5,000 |
Meetings are recommended to be remunerated with EUR 750 per meeting for each of the Chairman and the members of the Committee (unchanged from 2016).
The Election Committee's recommendations are unanimous.
Oslo, 5 April 2017
Thomas Raaschou Chair
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Notice of Annual General Meeting
An Annual General Meeting of PROSAFE SE will be held on 10 May 2017 at 2 p.m. at 126 Stadiou street, 6020, Larnaca, Cyprus
If the above-mentioned shareholder is an enterprise, it will be represented by: _________________________________________
Name of enterprise's representative (To grant a proxy, use the proxy form below)
Notice of attendance/voting prior to the meeting The undersigned will attend the Annual General Meeting on 10 May 2017 and vote for:
| Own shares | |
|---|---|
| Other shares in accordance with enclosed Power of Attorney | |
| A total of | Shares |
This notice of attendance must be received by DNB Bank ASA no later than 9 a.m. Cyprus time on 9 May 2017. Notice of attendance may be sent electronically through the Company's website www.prosafe.com or through VPS Investor Services. Advance votes may only be cast electronically, through the Company's website www.prosafe.com or through VPS Investor Services no later than 9 a.m. Cyprus time on 9 May 2017. To access the electronic system for notification of attendance and advance voting through the Company's website, the above-mentioned reference number and PIN code must be stated. Notice of attendance may also be sent by e-mail: [email protected], or by regular mail to DNB Bank ASA, Registrar's Department, P.O.Box 1600 Sentrum, 0021 Oslo, Norway.
| _______ | __________ | |
|---|---|---|
| Place | Date | Shareholder's signature (If attending personally. To grant a proxy, use the form below) _________________ |
Ref no: PIN code:
This proxy form is to be used for a proxy without voting instructions. To grant a proxy with voting instructions, please complete Appendix 3.
If you are unable to attend the Annual General Meeting in person, this proxy may be used by a person authorised by you, or you may send the proxy without naming the proxy holder, in such case, the proxy will be deemed to be given to the Chair of the Board of Directors or a person authorised by him.
The proxy form should be received by DNB Bank ASA, Registrar's Department no later than 9 a.m. Cyprus time on 9 May 2017. The proxy may be sent electronically through Prosafe SE's website http://www.prosafe.com, or through VPS Investor Services. It may also be sent by e-mail: [email protected] Post to DNB Bank ASA, Registrar's Department, P.O.Box 1600 Sentrum, 0021 Oslo, Norway.
The undersigned ______________________________________________________
Own shares Other shares in accordance with enclosed Power of Attorney A total of Shares
hereby grants (tick one of the two):
the Chair of the Board of Directors (or a person authorised by him), or
Georgina Georgiou, General Manager (or a person authorised by her), or
_____________________________________________ (Name of proxy holder in capital letters)
a proxy to attend and vote for my/our shares at the Annual General Meeting of Prosafe SE on 10 May 2017.
________________________________ ___________ ____________________________________ Place Date Shareholder's signature (Signature only when granting a proxy)
Ref no: PIN code:
(Advance votes may be cast electronically through the Company's website www.prosafe .com)
If you are unable to attend the Annual General Meeting in person, you may use this proxy form to give voting instructions. You may grant a proxy with voting instructions to a person authorised by you, or you may send the proxy without naming the proxy holder, in which case the proxy will be deemed to have been given to the Chair of the Board of Directors or a person authorised by him.
The proxy form must be received by DNB Bank ASA, Registrar's Department, no later than 9 a.m. Cyprus time on 9 May 2017.
It may be sent by e-mail: [email protected]/regular mail to DNB Bank ASA, Registrar's Department, P.O.Box 1600 Sentrum, 0021 Oslo, Norway.
hereby grants (tick one of the two):
□ the Chair of the Board of Directors (or a person authorised by him), or
Name of proxy holder (in capital letters)
a proxy to attend and vote for my/our shares at the Annual General Meeting of Prosafe SE on 10 May 2017.
The votes shall be exercised in accordance with the instructions below. Please note that if any items below are not voted on (not ticked off); this will be deemed to be an instruction to vote "for" the proposals in the notice. However, if any motions are made from the floor in addition to or in replacement of the proposals in the notice, the proxy holder may vote or abstain from voting at his discretion. In such case, the proxy holder will vote on the basis of his reasonable understanding of the motion. The same applies if there is any doubt as to how the instructions should be understood. Where no such reasonable interpretation is possible, the proxy holder may abstain from voting.
| Resolution | For | Against | Abstain |
|---|---|---|---|
| 1. Appointment of the Chairperson of the Annual General Meeting |
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| 2. Approval of the agenda of the meeting | |||
| 3. Approval of the report of the Board of Directors | |||
| 4. Approval of the annual financial statements for the year | |||
| ended 31 December 2016 | |||
| 5. Approval of the report of the auditors on the annual financial statements for the year ended 31 December 2016 |
|||
| 6.a) Re-election of Roger Cornish as a member of the Board of Directors |
|||
| 6.b) Re-election of Nancy Erotocritou as a member of the Board of Directors |
|||
| 6.c) Re-election of Glen Rødland as a member of the Board of Directors |
| 7. Approval of the remuneration of the directors | ||
|---|---|---|
| 8. Amendment of Regulation 54 Articles of Association of Prosafe SE |
||
| 9.a) Re-election of Thomas Raaschou as a member and chair of the Election Committee |
||
| 9.b) Re-election of Annette Malm Justad as a member of the Election Committee |
||
| 10. Approval of the remuneration of the members of the Election Committee |
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| 11. Re-election of KPMG Limited as the auditors of the Company |
||
| 12. Approval of the remuneration of the auditors |
_______________________________ _______ ______________________________________________
Place Date Shareholder's signature (Only for granting proxy with voting instructions)
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