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Golden Energy Offshore Services

AGM Information Jun 9, 2023

3608_rns_2023-06-09_14051ee1-0b42-438b-8438-18c2394058da.pdf

AGM Information

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NOTICE OF ORDINARY GENERAL MEETING

IN

GOLDEN ENERGY OFFSHORE SERVICES AS

The board hereby gives notice of an ordinary general meeting of Golden Energy Offshore Services AS, org. no. 913 011 384 (the "Company"), to be held in the premises of the Company at St. Olavs plass 1, 6002 Ålesund, Norway, 16 June 2023 at 12:00 am.

Registration of attendance takes place from 11:30 am. The following matters will be dealt with at the meeting:

    1. Opening of the General Meeting by the chairman elected by the board to open the meeting. Registration of participating shareholders, including shareholders represented by power of attorney.
    1. Election of a chairman of the meeting and a person to sign the minutes.
    1. Approval of notice and the agenda.
    1. Approval of the annual accounts, annual report and audit report for 2022.
    1. Approval of Auditor's remuneration.
    1. Approval of nomination committee remuneration for 2022.
    1. Approval of the board of directors' remuneration for 2023/2024.
    1. Approval of authorisation to increase share capital

Please find attached the following documents:

    1. Notice of attendance at ordinary general meeting of Golden Energy Offshore Services AS on 16 June 2023.
    1. Power of attorney for ordinary general meeting of Golden Energy Offshore Services AS on 16 June 2023.
    1. The proposal from the nomination committee and board of directors.
    1. Annual accounts, annual report and audit report for 2022.
    1. Nomination committee's statement regarding remuneration to the board of directors.

Ålesund, 9 June 2023

Golden Energy Offshore Services AS

The board

NOTICE OF ATTENDANCE AT ORDINARY GENERAL MEETING OF GOLDEN ENERGY OFFSHORE SERVICES AS ON 16 JUNE 2023

Shareholders who wish to attend the ordinary general meeting, either by themselves or by proxy, may notify the board of this by filling out this notification and send a pdf-copy via email to Per Ivar Fagervoll ([email protected]).

It is requested that such notification is sent at the latest on 14 June 2023.

The undersigned will attend the ordinary general meeting of Golden Energy Offshore Services AS on 16 June 2023 and will represent:

own shares – number of shares:

other shares in accordance with the attached power of attorney(-ies)

Place, date:_______________________________

________________________________________

________________________________________

Name of shareholder in print

Signature

POWER OF ATTORNEY FOR ORDINARY GENERAL MEETING OF GOLDEN ENERGY OFFSHORE SERVICES AS ON 16 JUNE 2023

The undersigned shareholder hereby gives Per Ivar Fagervoll power of attorney to meet on our behalf and vote our shares, in total _____________________ shares, in Golden Energy Offshore Services AS at the ordinary general meeting of the company to be held on 16 June 2023, as follows:

For Against Abstained
1. Election of Per Ivar Fagervoll to chair the meeting and Ingeborg Helene
Olsen Wiik to sign the minutes together with the chairperson:
2. Approval of notice and the agenda:
3. Approval of the annual accounts annual report and audit report for
2022:
4. Approval of Auditor's remuneration:
5. Approval of the nomination committee remuneration for 2022:
6. Approval of board of directors' remuneration for 2023/2024:
7. Approval of authorisation to increase share capital

Place, date:_______________________________

________________________________________

________________________________________ Name of shareholder in print

Signature

The proposal from the board of directors and the nomination committee

1. Election of chair of the meeting and responsible person to sign the minutes

The board of directors resolved to propose that the general meeting adopts the following resolution:

"Per Ivar Fagervoll is elected to chair the meeting and Ingeborg Helene Olsen Wiik is elected to sign the minutes together with the chair."

2. Approval of notice and agenda

The board of directors resolved to propose that the general meeting adopts the following resolution:

"The notice and agenda are approved."

3. Approval of the annual accounts, annual report and audit report for 2022

The board of directors resolved to propose that the general meeting adopts the following resolution:

"The annual accounts, annual report and audit report for 2022 are approved."

4. Approval of auditor's remuneration

The board of directors resolved to propose that the general meeting adopts the following resolution:

"The auditor's remuneration for 2022 of NOK 487,848 is approved according to the invoice."

5. Approval of the nomination committee remuneration for 2022

The board of directors resolved to propose that the general meeting adopts the following resolution:

"The nomination committee shall receive NOK 35,000 for its 2022 efforts."

6. Approval of the board of directors' remuneration for 2023/2024

The nomination committee proposes that the general meeting adopts the following resolution:

"The board of directors shall receive the following remuneration for 2023/2024:

  • 1. Chairman shall receive NOK 500,000
    1. Board members shall receive NOK 350,000"

On item 6, please see the statement made by the nomination committee as attached to the notice of ordinary general meeting dated 9 June 2023.

7. Approval of authorisation to increase share capital

The board of directors are still of the view that the Company shall further actively pursue any possibility to raise more capital, again for general corporate purposes and to 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 are of the view that the current authorization to increase the share capital should be continued for another year. The board of directors thus resolved to propose that the general meeting adopts the following resolution:

"1. The board of Golden Energy Offshore Services AS (the "Company") is hereby given authorization to increase the share capital of the Company with an amount up to NOK 26,886,881.

2. The authorisation is valid from the time of registration with the Norwegian Register of Business Enterprises and until the next ordinary meeting in 2024, although not longer than until 30 June 2024.

3. The shareholders preferential rights in the Norwegian Limited Liability Companies Act (the "Act") section 10-4 may be deviated from at the discretion of the board of the Company.

4. The authorisation also comprises capital increases through contribution-in-kind and with the right to incur obligations for the Company, cf. the Act section 10-2.

5. This authorisation replaces the authorisation to increase share capital which is registered with the Register of Business Enterprises."

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