Pre-Annual General Meeting Information • Apr 16, 2025
Pre-Annual General Meeting Information
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NOTICE IS HEREBY given that the Annual General Meeting of the Shareholders (the "Meeting") of Paratus Energy Services Ltd. (the "Company") will be held on 9 May 2025 at 13:00 hrs at Hamilton Princess and Beach Club, 76 Pitts Bay Road, Hamilton, Bermuda for the following purposes, all of which are more completely set forth in the accompanying information statement:
To receive and adopt the audited consolidated financial statements of the Company for the period ended 31 December 2024.
To consider the following Company proposals:
By Order of the Board of Directors
James Ayers Secretary
Notes:
In accordance with Section 84 of the Companies Act 1981 of Bermuda, the audited consolidated financial statements of the Company for the period ended 31 December 2024 will be presented at the Meeting. These statements have been approved by the Directors of the Company. There is no requirement under Bermuda law that such statements be approved by the shareholders, and no such approval will be sought at the Meeting.
The Company's audited consolidated financial statements will be available on its website at www.paratusenergy.com ahead of the Meeting.
It is proposed, in accordance with the Bye-laws of the Company, that the maximum number of Directors is eight. It is further proposed, in accordance with the Bye-laws of the Company, that 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.
The Board has nominated the six persons listed below for selection as directors of the Company. Mei Mei Chow, James Ayers, Robert Jensen, Joachim Bale, Ørjan Svanevik and Mark Mey are currently directors of the Company. Ørjan Svanevik will not stand for re-election. The Board proposes to elect Dag Skindlo as a Director of the Company. As provided in the Company's Bye-laws, each Director is 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.
Mei Mei Chow is an ICAEW Chartered Accountant with over 20 years' experience at senior and executive management levels. Most recently she has been working as an Expert Adviser with a global management consultant on international and cross border M&A projects. She has also spent over 10 years recently with Sapura Energy Berhad, a global oil and gas company, as a member of Sapura's leadership team alongside the Group CEO and other top management. Prior to that, Mei Mei held various senior management positions including Divisional CFO roles, with the Sime Darby Group, a top five listed conglomerate in Malaysia. She is a Chartered Accountant and a member of the Chartered Institute of Marketing. She also has a BA Hons in Business Studies from the University of South Wales.
James Ayers has served as Director and Secretary of the Company since December 2018. Mr. Ayers has been the CEO of Front Ocean Management Ltd. since 2021 and was previously the Head of Corporate Administration at Frontline Ltd., where he served from 2018. Over the past decade, he has held various director, company officer and management positions across the maritime and offshore energy sectors. Mr. Ayers has served on the board of directors of Northern Ocean Ltd. since 2019 and Golden Ocean Group Limited since March 2025. Before relocating to Bermuda in 2015, when he joined Appleby law firm's corporate services division, He previously held management and corporate secretary positions within the finance sector in the UK. Mar. Ayers holds a Master's degree in International Business and Commercial Law (LLM), a Bachelor's degree in Law (LLB) and a professional qualification in Legal Practice (LPC).
Robert Jensen currently serves as the Company's Group CEO and has 16 years of experience across asset management, investment banking and research positions within global energy, oil services and transportation. Prior to joining Paratus Energy, Mr. Jensen was a Partner at Arctic Securities, a leading independent Norwegian investment bank, specializing in corporate finance transactions and advisory services. Prior to this, Mr. Jensen was a Partner at CF Partners Capital Management, an event-driven, liquid hedge fund with investments across the capital structure in the energy and natural resources value chain. He has also held various roles at Sparebank 1 Markets, Clarksons Platou Securities, Jefferies International, and Fearnley Offshore. Mr. Jensen has a MSc in Shipping, Trade and Finance from Bayes Business School in London and a MSc in Business Administration from BI Norwegian Business School.
Joachim Bale has a career spanning more than 15 years in investment management, private equity, and management consulting, and brings a wealth of financial expertise and strategic insights that will contribute to the continued growth and success of Paratus Energy. Mr. Bale is a founding partner at Lodbrok Capital LLP, an alternative investment management firm. Prior to Lodbrok Capital, Mr. Bale served as an investment professional at Farallon Capital, a multi-strategy hedge fund. He has also held roles at Bain Capital and McKinsey & Company. Mr. Bale holds an MSc with Distinction in Financial Economics from University of Oxford.
Mark 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.
Dag Skindlo is a business-oriented executive with over 30 years in the energy industry. Mr. Skindlo joined Archer in April 2016 as CFO before his current appointment as CEO in March 2020. He joined Schlumberger in 1992 where he held various financial and operational positions before joining the Aker Group of companies in 2005 where he held several global CFO and Managing Director roles before moving to Aquamarine Subsea as CEO. Skindlo served as Chairman of the Nasdaq listed oilfield service company KLX Energy Services Holdings Inc. from June 2021 to November 2024. Skindlo is a Norwegian citizen, holds a Master of Science in Economics and Business Administration from the Norwegian School of Economy and Business Administration (NHH), and resides in Oslo, Norway.
At the Meeting, the Board will ask the shareholders to approve the re-appointment of KPMG AS as the Company's independent auditors and to authorise the Board of Directors to determine the auditors' remuneration.
Audit services provided by KPMG AS in fiscal year 2024 included the examination of the consolidated financial statements of the Company and its subsidiaries. All services rendered by the independent auditors are subject to pre-approval and reviewed by the Company and the Board of 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 31 December 2025. 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.
Management knows of no business that will be presented for consideration at the Annual General Meeting other than that stated in the Notice of Annual General Meeting.
By Order of the Board of Directors
James Ayers Secretary
Hamilton, Bermuda
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 11 April 2025, hereby appoint the duly appointed Chairman of the meeting or ………………………………………………………….. to act as my/our proxy at the Annual General Meeting of the Company to be held on 9 May 2025, 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 |
|---|---|---|---|
| To set the maximum number of Directors to be not more than eight. 1. |
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| To resolve that vacancies in the number of Directors be designated as 2. casual vacancies and that the Board of Directors be authorized to fill such |
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| vacancies as and when it deems fit. To re-elect Mei Mei Chow as a Director of the Company. 3. |
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| To re-elect James Ayers as a Director of the Company. 4. |
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| To re-elect Robert Jensen as a Director of the Company. 5. |
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| To re-elect Joachim Bale as a Director of the Company. 6. |
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| To re-elect Mark Mey as a Director of the Company. 7. |
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| To elect Dag Skindlo as a Director of the Company. 8. |
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| To re-appoint KPMG AS as auditor and to authorize the Directors to 9. determine their remuneration. |
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| To approve the aggregate cash remuneration of the Company's Board of 10. 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 2025. 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. |
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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