Pre-Annual General Meeting Information • May 27, 2025
Pre-Annual General Meeting Information
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The board of directors propose that the general meeting adopts the following resolution:
"Simon Gunnheim is elected to chair the meeting and Alexander Apeland is elected to sign the minutes together with the chair."
The board of directors propose that the general meeting adopts the following resolution:
"The notice and agenda are approved."
The board of directors propose that the general meeting adopts the following resolution:
"The annual accounts, annual report and audit report for 2024 are approved."
The board of directors propose that the general meeting adopts the following resolution:
"The general meeting approves the auditor's fees for 2024 as per the auditor's invoice."
The proposal from the nomination committee is available on the Company's website www.geoff.no.
The board of directors propose that the general meeting adopts the following resolution:
"In accordance with the proposal from the nomination committee, the general meeting approves that the remuneration to the member of the nomination committee for the period from the general meeting in 2024 up to the annual general meeting in 2025 shall be NOK 50,000."
The proposal from the nomination committee is available on the Company's website www.geoff.no.
The nomination committee proposes that the general meeting adopts the following resolution:
"In accordance with the proposal from the nomination committee, the general meeting approves that the remuneration for members of the Board of Directors from the annual general meeting in 2025 and up to the annual general meeting in 2026 shall be as follows:
The chairman: NOK 550,000
Each board member: NOK 400,000
In addition, each member of the audit committee: NOK 75,000"
The proposal from the nomination committee is available on the Company's website www.geoff.no.
The nomination committee proposes that the general meeting adopts the following resolution:
"Thomas John Scott, Rita Granlund, Atef Abou Merhi, Gideon Andrew Tuchman and Susanne Munch Thore are re-elected for a period of two years.
Following this resolution, the board of directors shall consist of:
The proposal from the nomination committee is available on the Company's website www.geoff.no.
The nomination committee proposes that the general meeting adopts the following resolution:
"Geir Gustavsson and Kevin Greene are re-elected as members of the nomination committee. Following this resolution, the nomination committee shall consist of Geir Gustavsson (chair) and Kevin Greene (member)."
On the annual general meeting held on 16 May 2024 the board of directors was granted an authorization to increase the Company's share capital. The board of directors are of the view that the Company shall further actively pursue any possibility to raise more capital, for general corporate purposes and to improve the financial situation of the Company to act on future opportunities for the vessels. In order to maintain flexibility to act rapidly on any such opportunities, the board of directors thus propose that the general meeting adopts the following resolution:
"1. The board of Golden Energy Offshore Services ASA (the "Company") is authorized to increase the share capital by up to NOK 100,337,976.
2. The authorisation is valid up to the annual general meeting in 2026, but no longer than 30 June 2026.
3. The pre-emptive rights of the existing shareholders pursuant to section 10-4 of the Public Limited Liability Companies Act may be deviated from.
4. The authorisation also comprises capital increases through contribution-in-kind and with the right to incur obligations for the Company, cf. the Public Limited Liability Companies Act section 10-2.
5. This authorisation replaces the authorisation to increase share capital which is registered with the Register of Business Enterprises."
The board of directors are still considering establishing a share incentive program for the employees of the Company and proposes that the general meeting grants the board of directors with an authorization to acquire treasury shares in this regard, valid until the annual general meeting in 2026.
The board of directors proposes that the following resolution is adopted at the general meeting:
* * *
Golden Energy Offshore Services ASA (the "Company") has scheduled its annual general meeting on 10 May 2025 (the "General Meeting"). In relation to the General Meeting, the nomination committee (the "Committee") submits the following recommendation:
The Committee is by the General Meeting given mandate to evaluate and recommend candidates for shareholder appointed directors, for nomination committee members, as well as to propose remuneration to the board of directors and the Committee.
Geir Gustavsson (chairman) and Kevin Greene (member) constitutes the Committee of the Company.
Reference is made to the system for board remuneration adopted by the General Meeting in 2020.
In light of the board's efforts for the Company in the past year and the continuous efforts expected to be necessary from the board of directors in the next year, the Committee recommends the following for the year 2025/2026 (i.e. until the next annual general meeting of the Company):
Chair: NOK 550,000
Each board member: NOK 400,000
Each member of the audit committee: NOK 75,000
Reference is made to the Committee's mandate to propose remuneration to the board of directors and the Committee. Remuneration for the members Committee is proposed to be NOK 50,000, which is in line with the remuneration approved at the annual general meeting in 2024.
The board has five members, elected for a period of one year at the annual general meeting for 2024. Following discussions with the major shareholders and assessments made by the Committee, the Committee has decided to propose that the board of directors should be re-elected for a new period for two years, whereby the board of directors will consist of:
The Committee observes that the board's composition addresses the interests of all shareholders and fulfils the company's need for expertise. Each board member has confirmed their capacity and motivation to continue, ensuring the board functions effectively as a collegiate body.
The Committee proposes that the General Meeting passes the following resolution:
"Thomas John Scott, Rita Granlund, Atef Abou Merhi, Gideon Andrew Tuchman and Susanne Munch Thore are re-elected for a period of two years.
Following this resolution, the board of directors shall consist of:
Pursuant to the articles of association of the Company, the members of the Committee are elected for a period of two years. Kevin Greene was elected in 2024, but the position for Geir Gustavsson is up for election.
Following discussions with the major shareholders and assessments made by the Committee, the Committee has decided to propose that Geir Gustavsson is re-elected as chair of the Committee for a new two-year period. In order to align the periods for the members of the Committee, the Committee further proposes to re-elect Keving Green for a new two-year period.
The Committee proposes that the General Meeting passes the following resolution:
"Geir Gustavsson and Kevin Greene are re-elected as members of the nomination committee. Following this resolution, the nomination committee shall consist of Geir Gustavsson (chair) and Kevin Greene (member)."
***
Oslo, 27 May 2025
On behalf of the Nomination Committee
Geir Gustavsson and Keving Greene
Golden Energy Offshore Services ASA will hold its annual general meeting on 10 June 2025 at 13:00 CET as a digital meeting, where you get the opportunity to participate online with your PC, phone or tablet. Below is a description of how to participate online.
We also point out that you also can vote in advance or give a proxy before the meeting. See the notice for further details on advance voting and how to authorize a proxy. If you vote in advance or give a proxy, you can still log on to the general meeting to follow and ask questions, but you will not have the opportunity to vote on the items.
By participating online, shareholders will receive a live webcast from the general meeting, the opportunity to ask written questions, and vote on each of the items. Secure identification of shareholders is done by using the unique reference number and PIN code assigned to each shareholder by the Norwegian Central Securities Depository (Euronext VPS) in relation to this General Meeting.
No registration is required for shareholders who want to participate online, but shareholders must be logged in before the general meeting starts. Log ins after meeting has started will receive access, but with no voting rights.
Shareholder who do not find their reference number and PIN code for access, or have other technical questions is welcome to call DNB Registrars Department on phone + 47 23 26 80 20 (between 08:00-15:30)
To be able to participate online, you must go to the following website: https://dnb.lumiagm.com
either on your smartphone, tablet or PC. All major known browsers, such as Chrome, Safari, Edge, Firefox etc. are supported.
enter Meeting ID: 125-438-839 and click Join:
Alternatively put direct link in your browser https://dnb.lumiagm.com/125438839
You must then identify yourself with.
a) Ref. number from VPS for the general meeting
b) PIN code from VPS for general meeting
Once you have logged in, you will be taken to the information page for the general meeting. Here you will find information from the company, and how this works technically. Note that you must have internet access throughout the meeting. If you for some reason log off, just log in again following steps above.
All shareholders registered in the VPS are assigned their own unique reference and PIN code for use in the General Meeting, available to each shareholder through VPS Investor Services. Access VPS Investor Services, select Corporate Actions, General Meeting. Click on the ISIN and you can see your reference number (Ref.nr.) and PIN code.
All VPS directly registered shareholders have access to investor services either via https://investor.vps.no/garm/auth/login or internet bank. Contact your VPS account operator if you do not have access.
Shareholders who have not selected electronic corporate messages in Investor Services will also receive their reference number and PIN code by post together with the summons from the company (on registration form).
Custodian registered shareholders: Shares held through Custodians (nominee) accounts must exercise their voting rights through their custodian. Please contact your custodian for further information.
When items are available for voting, you can vote on all items as quickly as you wish. Click on the vote icon on top of your screeen to access. You may also experience that Items are pushed to your screen by technical operator.
To vote, press your choice on each of the items. FOR, AGAINST or ABSTAIN. Once you have cast your vote, you will see a confirmation text stating your vote. You may also get a choice where you can vote jointly on all items. If you use this option, you can still override the choice on singel items one by one if desired.
You can change or cancel your votes as many times as you like, until the chair of the meeting concludes the voting on the individual items. Your last choice will be valid.
NB: Logged in shareholders who have voted in advance or given a power of attorney will not have the opportunity to vote but can follow and write messages if desired.
| 02-UK 9 15:54 @ 33% ■ Poll Open |
|---|
| Split Voting |
| 2. Valg av møteleder og person til å medundertegne protokollen / Election of person to chair the meeting and election of a person to co-sign the minutes together with the chair |
| Select a choice to send. |
| For / For |
| Mot / Against |
| Avstår / Abstain |
| Cancel |
Questions or messages relating to the items on the agenda can be submitted by the shareholder or appointed proxy at any time during the meeting as long as chair of the meeting holds this open.
If you would like to ask a question relating to the items on the agenda, select MESSAGING on top of your screen.
Enter your question in the message box that says "Ask a Question". When you have finished writing your question, click on the submit button.
Questions submitted online will be moderated before going to the chair. This is to avoid repetition of questions as well as removal of inappropriate language.
All shareholders who submit questions will be identified with their full names, but not holding of shares.
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