AGM Information • May 2, 2016
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 25 May 2016 at 9:00 a.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 and b) table the draft of the item or proposed resolution to be included on the agenda; at least 42 days before the date of Annual General Meeting and either by post to Prosafe SE, 126 Stadiou Street, 6020 Larnaca, Cyprus, Attn: Wenche Fjose, or by e-mail to [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 259,570,359 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 23 May 2016.
Shareholders who wish to attend the meeting must notify the Company of their intention to attend by 9:00 a.m. Cyprus time on 24 May 2016 by returning the Notice of Attendance (Appendix 2).
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 (Appendix 2). Please return the Notice of Attendance or Proxy form (together with any supporting documents) by regular mail or email by 9:00 a.m. Cyprus time on 24 May 2016, in accordance with the instructions set out in the Detailed Voting Instructions (Appendix 3). Proxy may, if desirable, be given to Mr. Harald Espedal (or the person he authorises) or Ms. Georgina Georgiou (or the person she authorises) and 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 Casting of Votes Electronically document (Appendix 4) and return it (together with any supporting documents) by 11:00 a.m. Cyprus time on 24 May 2016 in the same manner as set out above for the Notice of Attendance or Proxy form.
This notice, the Election Committee Report 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/download-centre/ from the date of this notice.
Important Note: Appendices 2, 3 and 4 and a supplemental Election committee report containing the proposals on items 10 and 11 of the agenda regarding the Election Committee members and remuneration will be sent by the Company separately in due time prior the Annual General Meeting and in the same manner as the notice sent for this Annual General Meeting. These will thereafter also be available in PDF format on the Company's website at http://www.prosafe.com/generalmeeting/category459.html
The Annual Report of the Company for the financial year ended 31 December 2015, which includes the set of financial statements, the directors' report and the auditors' report, are 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 Wenche Fjose, by telephone +47 51 64 25 70, fax +357 24622 480 or by e-mail [email protected].
By order of the Board
Elena Hajiroussou Secretary Date: 2 May 2016
It is proposed that Mr. Harald Espedal (or his Proxy) be appointed as chairperson of the meeting.
THAT Mr. Harald Espedal (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 2015 be approved.
THAT the report of the Board of Directors for the year ended 31 December 2015 be approved.
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It is proposed that the annual financial statements for the year ended 31 December 2015 be approved.
THAT the annual financial statements for the year ended 31 December 2015 be approved.
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It is proposed that the report of the Auditors on the annual financial statements for the year ended 31 December 2015 be approved.
THAT the report of the Auditors on the annual financial statements for the year ended 31 December 2015 be approved.
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It has been proposed that the retiring Directors be re-elected as follows:
Background information on each of these Directors can be found on Prosafe's website at http://www.prosafe.com/board-of-directors/category39.html.
a) THAT Roger Cornish be and is hereby re-appointed as a member of the Board of Directors of the Company.
b) THAT Carine Smith Ihenacho be and is hereby re-appointed as a member of the Board of Directors of the Company.
c) THAT Nancy Erotocritou be and is hereby re-elected as a member of the Board of Directors for a period of one year.
d) THAT Anastasis Ziziros 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 i.e.:
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 i.e.:
| 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.
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 324,000 for audit services and USD 15,000 for other services.
THAT the remuneration of the Auditors of USD 324,000 for audit services and USD 15,000 for other services be approved.
10. Election of the members of the Election Committee – Proposal to follow in due time prior the Annual General Meeting
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11. Approval of the remuneration of the members of the Election Committee – Proposal to follow in due time prior the Annual General Meeting
Appendix 1
Prosafe SE ("Prosafe") established an Election Committee ("Committee") at the AGM held on 5th May 2003. The Committee in 2015 consisted of Mr. Thomas Raaschou (chair) and Mr. Erling Ueland who were re-elected by the AGM in 2015. Mr. Raaschou and Mr. Ueland have served as members of the Committee for 5 years. Mr. Ueland has not participated in the Committee work since 14th April 2016.
Mr. Raaschou is the co-founder and Chief Executive Officer at NOMA Capital and is currently a shareholder of Prosafe. Mr. Ueland is a partner in the M&A and Capital Market's department at the law firm of Schjødt. Both are due for re-election in 2016, however Mr. Ueland is not available for re-election.
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:
The Committee held 14 meetings in 2015 to discuss 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.
In its work, the Committee has in particular focused on the near term needs of Prosafe and value of preserving continuity. Furthermore, the Committee has emphasized that the Board's composition reflects a variety of experience, knowledge and qualifications. This strengthens the Board's ability to complement, challenge and supervise the management of the Company. Further detailed background for each of the Board Directors can be found at www.prosafe.com.
For Prosafe's AGM on 25th May 2016, the Committee makes the following recommendations:
The following Directors were elected to the Prosafe Board, by the shareholders at the AGM in May 2015 and at the Extraordinary General Meetings in October 2015 and March 2016:
| Harald Espedal | chair, due for re-election in 2017 |
|---|---|
| Christian Brinch | deputy chair, due for re-election in 2016 |
| Nancy Ch. Erotocritou | director, due for re-election in 2016 |
| Anastasis Ziziros | director, due for re-election in 2016 |
| Roger Cornish | director, due for re-election in 2016 |
| Carine Smith Ihenacho | director, due for re-election in 2016 |
| Glen Rødland | director, due for re-election in 2017 |
All of the Directors are regarded as independent of the shareholders except for Mr. Glen Rødland.
Mr. Christian Brinch has advised that he is unavailable for re-election.
Accordingly, the Committee recommends the re-election of Mrs. Nancy Ch. Erotocritou, Mrs. Carine Smith Ihenacho, Mr. Roger Cornish, and Mr. Anastasis Ziziros for a period of one year. The Committee considers that the proposed BoD will have the necessary skills, experience and qualifications to adequately perform the duties required by the BoD.
Assuming the re-election of Mrs. Nancy Ch. Erotocritou, Mrs. Carine Smith Ihenacho, Mr. Roger Cornish and Mr. Anastasis Ziziros at the AGM to be held on 25th May 2016, the Board will then comprise of the following individuals:
| Harald Espedal | chair, due for re-election in 2017 | (<1*) |
|---|---|---|
| Nancy Ch. Erotocritou | director, due for re-election in 2017 | (2*) |
| Carine Smith Ihenacho | director, due for re-election in 2017 | (5*) |
| Roger Cornish | director, due for re-election in 2017 | (7*) |
| Anastasis Ziziros | director, due for re-election in 2017 | (2*) |
| Glen Rødland | director, due for re-election in 2017 | (<1*) |
(* The number of years currently served as a member of the BoD)
The current Directors' remuneration was decided by the AGM in May 2015 with effect from such date as follows:
| Chair: | EUR 105,000 |
|---|---|
| Deputy chair: | EUR 80,000 |
| Directors (each): | EUR 65,000 |
For any Director not living in Cyprus, there is an additional remuneration of EUR 1,500 for each meeting.
The Committee recommends that the remuneration for the Directors remains unchanged, with effect from the AGM, 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, remains at the same level as in 2015.
The recommendation for election of the members of the Committee and their remuneration will be sent separately in due time prior to the Annual General Meeting.
Oslo, 27 April 2016
Thomas Raaschou Chair
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