Golden Energy Offshore Services

AGM Information • May 2, 2024

GOLDEN ENERGY OFFSHORE SERVICES AS – THE BOARD OF DIRECTORS' PROPOSED RESOLUTIONS

1. Election of chairman of the meeting and a person to sign the minutes

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

"Cecilie Bøe is elected to chair the meeting and Per Ivar Fagervoll is elected to sign the minutes together with the chair."

2. Approval of notice and the agenda

The board of directors 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 2023

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

"The annual accounts, annual report and audit report for 2023 are approved."

4. Approval of the remuneration to the auditor

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

"The remuneration to the auditor of NOK 1,094,000 for the statutory audit of the Company's 2023 annual accounts is approved."

5. Approval of the remuneration to the nomination committee

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 2023 up to the annual general meeting in 2024 shall be NOK 50,000."

6. Approval of the remuneration to the Board of Directors

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 2024 and up to the annual general meeting in 2025 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"

7. Election of members to the Board of Directors

The proposal from the nomination committee is available on the Company's website www.geoff.no.

As a step in an ongoing process towards a contemplated listing of the Company's shares on Oslo Børs (the "Listing"), and to facilitate a board composition that is in compliance with the requirements and recommendations that apply in connection with the Listing and the conversion to a public limited liability company (see item 10 below), the nomination committee proposes that the general meeting adopts the following resolutions:

"Rita Granlund and Susanne Munch Thore are appointed as new directors. Fredrik Ulstein-Rygnestad, Morten Muggerud, Guillaume Philippe Gerry Bayol and Per Ivar Fagervoll shall resign from the board with effect from the date the Company is converted into a public limited liability company. Furthermore, Thomas John Scott and Gideon Andrew Tuchman shall be appointed as new chairman and director, respectively, of the Company with effect from the day after the conversion of the Company to a public limited liability company has been registered in the Norwegian Register of Business Enterprises (but no later than 31 May 2024).

Following this resolution, the board of directors shall consist of:

• i. Atef Abou Merhi – chairman (until Thomas John Scott is elected as chairman with effect from the day after the conversion of the Company to a public limited liability company has been registered in the Norwegian Register of Business Enterprises, thereafter a director)
• ii. Rita Granlund – director
• iii. Susanne Munch Thore - director
• iv. Thomas John Scott – chairman (taking effect from the day after the conversion of the Company to a public limited liability company has been registered in the Norwegian Register of Business Enterprises)
• v. Gideon Andrew Tuchman – director (taking effect from the day after the conversion of the Company to a public limited liability company has been registered in the Norwegian Register of Business Enterprises)

The new board is elected with effect from the date the Company is converted into a public limited liability company and until the next annual general meeting in 2025, except for Thomas John Scott and Gideon Andrew Tuchman who are elected with effect from the day after the conversion of the Company to a public limited liability company has been registered in the Norwegian Register of Business Enterprises and until the annual general meeting in 2025, aligning with the service period of the remaining director."

8. Approval of instructions for the Nomination Committee

Instructions for the Company's nomination committee is made available on the Company's website www.geoff.no.

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

"The general meeting approves the instructions for the nomination committee."

9. Election of members to the Nomination Committee

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:

"Kevin Greene is elected as new member of the nomination committee. Following this resolution, the nomination committee shall consist of Geir Gustavsson and Kevin Greene."

10. Conversion of the Company into a public limited liability company

As a step in the process towards the Listing, the Board of Directors proposes that the Company is converted into a Norwegian public limited liability company. A memo which summarizes the main differences between a Norwegian private limited liability company and a Norwegian public limited liability company and the expert statement in accordance with section 2-6 of the Norwegian Public Limited Liability Companies Act are available on the Company's website www.geoff.no.

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

"The Company shall be converted into a public limited liability company. Following the conversion, the Company shall invite others than the shareholders and selected named persons to subscribe for shares in the Company.

The conversion shall be carried out at the time the board decides.

From the time the conversion is registered in the Business Register, § 1 of the Articles of Association shall be amended as stated in item 14."

Please see attachment to the notice available on the Company's website which sets out the new articles of association in addition to a comparison made between the existing articles of association and the new articles of association.

11. Reverse share split

In connection with the contemplated Listing and to comply with the admission requirements of Oslo Børs, the board of directors proposes that the Company carries out a reverse share split. As the shareholding of each shareholder following the reverse share split shall be rounded up to the nearest whole number of shares and as the Company cannot issue fractional shares, an additional number of shares must be available to ensure sufficient number of shares. The Company's CEO will provide such number of existing shares without compensation.

The board of directors proposes that the following resolution is adopted at the general meeting:

"The Company shall carry out a share consolidation (reverse share split) where 501,689,880 shares are merged to 25,084,494 shares. The nominal value of each share shall be changed from NOK 1 to 20. As a result, the Company's share capital upon completion of the consolidation will be NOK 501,689,880 divided into 25,084,494 shares with a nominal value of NOK 20 each. The share consolidation shall be carried out at the time the board decides.

The shareholding of each shareholder following the reverse share split shall be rounded up to the nearest whole number of shares.

The description of the share capital and the number of shares in Article 4 of the Articles of Association shall be amended accordingly."

12. Authorization to the Board of Directors to increase the 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 AS (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 2025, but no longer than 30 June 2025.

3. The pre-emptive rights of the existing shareholders pursuant to section 10-4 of the Private 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 Private 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."

13. Authorization to the Board of Directors for the acquisition of the Company's own shares in connection with incentive program for the Company's employees

The board of directors is 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 2025.

The board of directors proposes that the following resolution is adopted at the general meeting:

• 1. The board of directors is granted an authorisation to purchase on one or more occasions own shares with a total nominal value of NOK 15,050,696.
• 2. The maximum amount to be paid per share is NOK 100 and the minimum is NOK 0.05. The board of directors is otherwise free to decide the method of acquisition and disposal of own shares.
• 3. The authorisation is valid from the time of registration with the Norwegian Register of Business Enterprises and until the earlier of the Company's annual general meeting in 2025 and 30 June 2025.
• 4. Own shares acquired under this authorisation may only be used for sale/transfer of shares to employees in connection with the group's share incentive program.

14. Amendments to the Articles of Association

In connection with the proposed resolutions and to implement required adjustments related to the contemplated Listing, the board of directors proposes that the Company's current articles of association are amended in accordance with the propositions set out below.

The board of directors proposes that the general meeting passes the following resolution:

"From the time the conversion is registered in the Companies Register, the following paragraphs of the Articles of Association for the Company, shall be amended to read as follows:

• § 1 Name and business office

The name of the company is Golden Energy Offshore Services ASA. The Company's registered office is in Ålesund municipality.

The Company is a Public Limited Liability Company.

• § 2 Objective [No changes other than numbering]
• § 3 Shares

The company's share capital is NOK 501,689,880 divided into 25,084,494 shares, each with a nominal value of NOK 20. The shares shall be registered in a securities register.

• § 5 Signatories

The chairman of the board acting alone or one board member and the general manager acting jointly are authorised to sign on behalf of the company.

The following new paragraphs of the Articles of Association for the company shall be included:

• § 4 Board of directors

The board of directors shall consist of three to five members. One or more deputy members can be elected. The Board members and deputy members are elected for up to two years at a time.

• § 6 General Meeting

The Chairman of the Board or a person designated by him shall preside at the General Meeting. The Annual General Meeting shall discuss and decide on the following matters:

• a) Approval of the annual accounts and the annual report, including distribution of dividend, if any.
• b) Other matters that pursuant to law or the Articles of Association fall under the authority of the general meeting.

When documents relating to matters to be considered at the General Meeting have been made available to shareholders on the Company's website, the statutory requirement that the documents must be sent to the shareholders does not apply. This also applies to documents that by law must be included in or attached to the notice of the General Meeting. Nevertheless, each shareholder is entitled to request that the documents concerning items to be discussed at the General Meeting be sent by mail.

The Board of Directors may decide that shareholders shall be able to cast their votes in writing, including by means of electronic communication, for a period prior to the General Meeting.

• § 7 Nomination Committee

The company shall have a nomination committee consisting of up to three members to be elected by the general meeting. The members shall be elected for a period of two years. The General Meeting determines the remuneration to the nomination committee.

The nomination committee propose candidates for members of the board and the nomination committee and remuneration to the members of these bodies.

The general meeting may decide on guidelines for the nomination committee.

In addition, the following paragraphs of the Articles of Association for the company shall be deleted:

• § 2 Business office
• § 6 Documents for the General Meeting."

Please see attachment to the notice available on the Company's website which sets out the proposed new articles of association in addition to a comparison made between the existing articles of association and the proposed new articles of association.

* * *

GOLDEN ENERGY OFFSHORE SERVICES AS – RECOMMENDATION BY THE NOMINATION COMMITTEE

Golden Energy Offshore Services AS (the "Company") has scheduled its annual general meeting on 16 May 2024 (the "General Meeting"). In relation to the General Meeting, the nomination committee (the "Committee") submits the following recommendation:

1. The Nomination Committee – Mandate

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 constitutes the Nomination Committee of the Company as chair and sole member.

2. Board remuneration

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 2024/2025 (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

3. Proposed remuneration for the Committee

Reference is made to the Committee's mandate to propose remuneration to the board of directors and the Committee. Remuneration for the Committee is proposed to increase from NOK 35,000 to NOK 50,000, from the annual general meeting in 2023 to the annual general meeting in 2024.

4. Proposal for new directors

4.1 New composition

To facilitate a contemplated listing of the Company's shares on Oslo Børs and conversion of the Company from a Norwegian private limited liability company to a Norwegian public limited liability company, certain changes in the board composition shall be made in order to comply with Norwegian law requirements and recommendations. 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 composed as follows (new directors underlined):

• Thomas John Scott chairman
• Rita Granlund director
• Atef Abou Merhi director
• Gideon Andrew Tuchman director
• Susanne Munch Thore director

The Committee proposes that the new board is elected with effect from the date the Company is converted into a public limited liability company, excepts for Thomas John Scott and Gideon Andrew Tuchman who are elected with effect from the day after the conversion of the Company to a public limited liability company has been registered in the Norwegian Register of Business Enterprises.

Thomas John Scott and Gideon Andrew Tuchman are both partners at Blue Ocean Partners which has entered into a binding agreement to purchase the shareholding of 39.03% of the Company's shares from Fleetscape, the current largest shareholder in the Company (as disclosed on 23 April 2024). Rita Granlund is state authorised public accountant, Head of Sustainability and Quality Management in Permian and former partner in PwC and Susanne Munch Thore is an attorney and currently a partner at the Norwegian law firm Arntzen de Besche. Both Granlund and Munch Thore have held several directorships and are independent of the Company's executive management, material business contacts and larger shareholders.

4.2 Proposed resolution

The Committee proposes that the General Meeting passes the following resolution:

"Rita Granlund and Susanne Munch Thore are appointed as new directors. Fredrik Ulstein-Rygnestad, Morten Muggerud, Guillaume Philippe Gerry Bayol and Per Ivar Fagervoll shall resign from the board with effect from the date the Company is converted into a public limited liability company. Furthermore, Thomas John Scott and Gideon Andrew Tuchman shall be appointed as new chairman and director, respectively, of the Company with effect from the day after the conversion of the Company to a public limited liability company has been registered in the Norwegian Register of Business Enterprises (but no later than 31 May 2024).

Following this resolution, the board of directors shall consist of:

• i. Atef Abou Merhi – chairman (until Thomas John Scott is elected as chairman with effect from the day after the conversion of the Company to a public limited liability company has been registered in the Norwegian Register of Business Enterprises, thereafter a director)
• ii. Rita Granlund – director
• iii. Susanne Munch Thore - director
• iv. Thomas John Scott – chairman (taking effect from the day after the conversion of the Company to a public limited liability company has been registered in the Norwegian Register of Business Enterprises)
• v. Gideon Andrew Tuchman – director (taking effect from the day after the conversion of the Company to a public limited liability company has been registered in the Norwegian Register of Business Enterprises)

The new board is elected with effect from the date the Company is converted into a public limited liability company and until the next annual general meeting in 2025, except for Thomas John Scott and Gideon Andrew Tuchman who are elected with effect from the day after the conversion of the Company to a public limited liability company has been registered in the Norwegian Register of Business Enterprises and until the annual general meeting in 2025, aligning with the service period of the remaining director."

5. Proposal for new member of the Nomination Committee

5.1 New composition

In order to comply with the Norwegian Code of Corporate Governance (NUES), the Committee suggest that one additional member is elected to the Committee. Following discussions with the major shareholders and assessments made by the Committee, the Committee has decided to propose that the Committee should be composed as follows (new member underlined):

• Geir Gustavsson chairman
• Kevin Greene member

Kevin Greene is chairman of Blue Ocean Partners and serves as a managing partner of James Alpha Management, a single-family office with multiple investments in both public and private companies.

5.2 Proposed resolution

The Committee proposes that the General Meeting passes the following resolution:

"Kevin Greene is elected as new member of the nomination committee. Following this resolution, the nomination committee shall consist of Geir Gustavsson and Kevin Greene."

***

Oslo, 2 May 2024

On behalf of the Nomination Committee

Geir Gustavsson

Main differences between a Norwegian private and public limited liability company

The main differences between a Norwegian private limited liability company (an AS) and a Norwegian public limited liability company (an ASA) can be summarised as follows:

1. Transferability of the company's shares

• (a) Only ASA can be listed on Oslo Børs or Euronext Expand.
• (b) For ASA it is mandatory to register the shares in a securities register. This means inter alia that the rules in the Norwegian Securities Register Act (Nw. verdipapirregisterloven) concerning legal protection (Nw. rettsvern) and identification (Nw. legitimasjon) in share transfers apply. For AS registration in a securities register is voluntary. Only shares registered in a securities register can be registered in the name of a nominee.
• (c) Shares in ASA are as a starting point freely transferable, but transfer restrictions can be set out in the articles of association. The opposite applies for AS: The main rule is that the board of directors must consent to share transfers and that the shareholders have a right of first refusal unless the articles of association set out that the shares are not subject to such transfer restrictions.

2. The general meeting, board of directors, general manager and auditor

• (a) Pursuant to section 6-11 a of the Norwegian Public Limited Liability Companies Act (the "ASA Act"), both genders shall be represented as follows among the shareholder-appointed board members of ASA:
  • (i) If the board of directors has three or four members, maximum two board members can be represented by the same gender;
  • (ii) If the board of directors has five or six members, maximum three board members can be represented by the same gender;
  • (iii) If the board of directors has seven members, maximum four board members can be represented by the same gender;
  • (iv) If the board of directors has eight members, maximum five board members can be represented by the same gender;
  • (v) If the board of directors has nine members or more, maximum 60 % of the board members can be represented by the same gender;
  • (vi) The same applies to deputy board members.
• (b) Corresponding rules were not applicable for private limited liability companies until 22 December 2023 when an equivalent rule was adopted for private limited liability companies of a certain size.
• (c) ASA must always have a board of directors with at least three members and one general manager. If the company has a corporate assembly, it is required to have at least five board members. AS is not required to have a general manager and may settle for a board of directors with one member.
• (d) In the articles of association of AS it can be determined that the board members serve indefinitely. In ASA the maximum service period is four years with the opportunity for reelection.
• (e) In an AS with a general manager it is sufficient that the general manager informs the board of directors of the company's business, status and developments in earnings every four months. In ASA the general manager shall give such information every month.
• (f) In ASAs listed on a regulated marketplace, the board of directors must prepare a separate statement about determination of salary and other remuneration to the general manager and management. This statement and any material amendments must be dealt with by the company's general meeting, and at least every four years. Corresponding rules do not apply to AS.
• (g) In ASAs listed on a regulated marketplace, the board of directors shall ensure that a report of the salary and other remuneration to the general manager and management for every financial year is made. The report must be checked by the company's auditor before it is discussed by the general meeting, and then made publicly available. Corresponding rules do not apply to AS.
• (h) The shortest permissible deadline for sending notices of general meetings is 7 days for AS, and 14 days for an AS with shares registered in the Norwegian Central Securities. For ASA the deadline is as a starting point 21 days for company's listed on a regulated marketplace and 14 days for other ASA companies.
• (i) The Norwegian Private Limited Liability Companies Act (the "AS Act") has rules about possibility for simplified general meeting procedures which permit deviation from the rules about notice to and procedure at general meetings. The ASA Act does not have corresponding rules.
• (j) In ASA the board of directors can resolve that shareholders shall be able to participate at general meetings by way of electronic means. In AS the shareholders are entitled to such participation unless the board of directors has reasonable causes to refuse.
• (k) The board of directors in ASA shall always have a meeting to deal with the annual accounts and annual report, as well as the statement about determination of salary and other remuneration to the general manager and management. In AS such matters can be dealt with without a meeting.
• (l) The general meeting in AS, but not in ASA, may on certain terms resolve that the company's annual accounts shall not be audited pursuant to the Norwegian Accounting Act. Certain ASAs which are listed on a regulated marketplace are subject to a stricter rule; being required to have an audit committee.

3. Share capital increases and financial instruments

• (a) ASA can invite the public to subscribe for shares in capital increases. AS can only invite shareholders or specifically named persons to subscribe for shares.
• (b) In the general meeting's resolution to increase the share capital or raise convertible loans the general meeting of ASA can authorise the board of directors to determine the subscription price. In AS the subscription price must always be determined by the general meeting. Another matter is that the general meeting of both AS and ASA can authorise the board of directors to increase the share capital or issue convertible loans.
• (c) For ASA to a certain extent stricter rules apply with regard to control of contributions in kind, as well as certain types of transactions between the company and a shareholder.
• (d) In AS it can be resolved that payment of share contributions shall be made directly into the company's account and that the funds can be used by the company before registration of the capital increase has taken place. ASAs do not have a corresponding possibility.
• (e) If an AS issues subscription rights or a convertible loan, the right to subscribe for shares cannot be separated from the shares or the loan receivable. An ASA may at its own discretion resolve that the subscription rights can be separated from the shares or the loan receivable.

4. Authority to acquire treasury shares

(a) For ASA the nominal value of treasury shares cannot exceed 10% of the share capital. The AS Act only sets as a requirement that the company's share capital with deduction for the nominal value of treasury shares is at least NOK 30,000.

5. Minority protection

• (a) Pursuant to the AS Act a shareholder can on certain conditions require that the company redeems the shares if the company refuses to consent to the share transfer. The shareholders of ASA do not have such a right.
• (b) The AS Act gives shareholders a conditional right to withdraw from the company, and the company can, on certain conditions, require a shareholder to withdraw from the company. Corresponding rules do not apply to ASA.
• (c) The ASA Act provides a conditional right for the company to redeem minor shareholdings. A permit from the Norwegian Ministry of Trade, Industry and Fisheries is then required.
• (d) In the event of redemption of shares pursuant to the articles of association, the board of directors in AS can on certain conditions resolve the necessary capital decrease. This is not permitted in ASA. In the ASA Act there is a specific rule regarding provision to a restricted fund which does not apply pursuant to the AS Act.
• (e) Certain minority protection rights, e.g. the right to require that an extraordinary general meeting be called, can in ASA be exercised by shareholders representing 5% of the share capital, whereas the corresponding limit in AS is 10%.

(f) Shareholders representing 5 % of the share capital in ASAs can claim that the district courts nominates the chair of the general meeting. Corresponding rules do not apply to AS.

6. Rights and obligations set out in the articles of association

• (a) In the articles of association of ASA it can be determined that shareholders who wish to participate in a general meeting must notify the company within a certain deadline. Shareholders of shares owned through a nominee who wish to participate in a general meeting in an ASA must notify the company in advance. In ASAs only those who are shareholders five business days before the general meeting (record date) have the right to participate and vote at the general meeting. Similar rules are not applicable for AS and such articles cannot be introduced in AS.
• (b) In the event of change of ownership to shares in AS the transferor can exercise shareholder rights until they transfer to the transferee. In the event of change of ownership to shares in ASA the transferor's right to vote the shares lapse if the transferor ceases to have an actual interest as shareholder in the company. The transferor and the transferee may however agree that the transferor shall exercise shareholders rights until they transfer to the transferee.
• (c) If an AS has multiple classes of shares, the articles of association can determine that the shareholders in pro rata share capital increases within each class of shares only shall have preferential right to shares with the same class as they already own shares in. The articles of association for ASA can determine the same as long as the difference between share classes concern voting rights, dividend rights or rights in connection with distribution of the company's assets in liquidations.
• (d) In ASA voting restrictions set out in the articles of association must be approved by the ministry if the shares without voting rights or with reduced voting rights represent more than half of the company's share capital. Corresponding limitations do not apply in AS companies.

7. Mergers and demergers

• (a) In mergers and demergers of ASA it is a requirement that the merger or demerger plan is filed to the Norwegian Register of Business Enterprises, which shall announce receipt of the plan before it can be dealt with by the general meeting at the earliest one month after the announcement.
• (b) In merger and demergers regulated by the ASA Act interim balance sheets for the participating entities shall be prepared if the merger or demerger plan is signed more than six months after the balance sheet date of the latest approved annual accounts and a semiannual report pursuant to section 5-6 of the Norwegian Securities Trading Act is not enclosed to the plan. Such requirement does not apply pursuant to the AS Act.
• (c) The board of directors' report of a merger according to the ASA Act shall be more detailed than the board of directors' report of a merger according to the AS Act. The same applies to demergers. All shareholders in AS can approve that no report of the merger or demerger shall be prepared (provided, however, that a report of the merger's or demerger's potential

meaning for the employees shall always be prepared). The ASA Act does not contain a corresponding exception from the obligation to provide a report.

• (d) In AS the report of the merger or demerger plan is prepared by the board of directors with confirmation by the auditor, and can to a large extent be omitted if all shareholders consent. In ASA the report is prepared by an independent expert and can only be omitted with the consent of all shareholders in all entities involved.
• (e) It is permissible to complete a merger between two wholly-owned AS companies by following a simplified procedure. Corresponding rules do not apply to mergers between two whollyowned subsidiaries if one or both of the subsidiaries are ASA companies.

8. Share capital decreases

(a) In share capital decreases in ASAs the auditor must confirm that the company after the decrease has full coverage for the tied equity, and that the relationship to the company's creditors does not prevent completion of the share capital decrease. In AS the auditor is not required to confirm this.

9. Amount of share capital and minimum requirements to the articles of association

• (a) The required amount of share capital is different, for AS it is minimum NOK 30,000 and for ASA it is minimum NOK 1,000,000.
• (b) The articles of association of ASA must state the number of board members the company shall have and which matters that shall be dealt with at the ordinary general meeting. The articles of association of AS do not need to regulate the same.

10. Electronic communication

(a) The AS Act permits electronic communication between the company and the shareholders to a much larger extent than the ASA Act does.

11. Accounting

(a) An ASA shall always be considered as a large enterprise (Nw. stort foretak) in the meaning of the Norwegian Accounting Act. The more lenient accounting rules that apply to small enterprises can consequently never be applied by ASA.

Til generalforsamlingen i Golden Energy Offshore Services AS

Redegjørelse ved omdanning til ASA

På oppdrag fra styret avgir vi som uavhengig sakkyndig en redegjørelse i samsvar med aksjeloven § 15-1 annet ledd, jf. allmennaksjeloven § 2-6.

Styrets ansvar for redegjørelsen

Styret er ansvarlig for informasjonen redegjørelsen bygger på og de verdsettelser som ligger til grunn for omdanningen.

Uavhengig sakkyndiges oppgaver og plikter

Vår oppgave er å utarbeide en redegjørelse om de eiendeler og forpliktelser som foreligger ved omdanningen, kan oppføres i balansen til en samlet nettoverdi som gir dekning for pålydende av den aksjekapital selskapet skal ha som allmennaksjeselskap.

Den videre redegjørelsen består av to deler. Den første delen er en presentasjon av opplysninger i overensstemmelse med de krav som stilles i allmennaksjeloven § 2-6 første ledd nr. 1 til 4. Den andre delen er vår uttalelse.

Del 1: Opplysninger om eiendeler og forpliktelser i forbindelse med omdanningen

Eiendeler og forpliktelser ved omdanningen omfatter følgende:

Virksomheten til Golden Energy Offshore Services AS benyttes som innskudd ved omdanningen, selskapets eiendeler og forpliktelser fremgår av signert årsregnskap datert 31.12.2023 og består i hovedsak av aksjer i datterselskap og andre selskaper, fordringer mot datterselskap, andre kortsiktige fordringer, bankbeholdning, obligasjonslån, leverandørgjeld og annen kortsiktig gjeld. Som det fremgår av signert årsregnskap er verdiene av eiendeler og forpliktelser tilstrekkelig til å tilfredsstille kravet til aksjekapital etter allmenaksjeloven § 3-1. Det er vurdert at verdiene fortsatt er til stede per 1. mai 2024. Omdanningen skjer ved overføring til regnskapsførte verdier.

Del 2: Den uavhengig sakkyndiges uttalelse

Vi har utført vår kontroll og avgir vår uttalelse i samsvar med attestasjonsstandarden SA 3802-1 "Revisors uttalelser og redegjørelser etter aksjelovgivningen". Standarden krever at vi planlegger og utfører kontroller for å oppnå betryggende sikkerhet for at de eiendeler og forpliktelser som foreligger ved omdanningen, kan oppføres i balansen til en samlet nettoverdi som gir dekning for pålydende av den aksjekapital på NOK 501 689 872 selskapet skal ha som allmennaksjeselskap. Arbeidet omfatter kontroll av verdsettelsen av eiendeler og forpliktelser som foreligger ved omdanningen. Videre har vi vurdert de verdsettelsesmetoder som er benyttet, og de forutsetninger som ligger til grunn for verdsettelsen.

Vi mener at innhentede bevis er tilstrekkelig og hensiktsmessig som grunnlag for vår konklusjon.

Konklusjon

Etter vår mening kan eiendelene og forpliktelsene som foreligger ved omdanningen oppføres i balansen til en samlet nettoverdi som gir dekning for pålydende av den aksjekapital på NOK 501 689 872 som selskapet skal ha som allmennaksjeselskap.

Ålesund, 1. mai 2024 PricewaterhouseCoopers AS

Nils Robert Stokke Statsautorisert revisor (elektronisk signert)

GEOS - redegjørelse omdannelse til ASA

Signers:
Name	Method	Date
Stokke, Nils Robert	BANKID	2024-05-01 20:23

- Closing page (this page) - The original document(s) - The electronic signatures. These are not visible in the document, but are electronically integrated.

This file is sealed with a digital signature. The seal is a guarantee for the authenticity of the document.

INSTRUCTIONS FOR THE NOMINATION COMMITTEE GOLDEN ENERGY OFFSHORE SERVICES ASA

(To be adopted by the General Meeting on 16 May 2024)

1. PURPOSE

• 1.1 The nomination committee is a preparatory and advisory committee for the general meeting of Golden Energy Offshore Services ASA (the "Company") and is regulated by the Company's articles of association.
• 1.2 The purpose of these instructions is to provide rules for the work and administrative procedures of the nomination committee.

2. MANDATE

• 2.1 The nomination committee shall propose candidates for
  • (a) shareholder-elected members and possibly deputy members to the Company's Board of Directors (the "Board"). The chairperson of the Board shall be nominated separately.
  • (b) members of the nomination committee. The chairperson of the nomination committee shall be nominated separately.
• 2.2 The nomination committee shall propose remuneration to the members of the nomination committee and to the members and deputy members of the Board, including remuneration for participation in board committees.
• 2.3 The nomination committee shall consider the need for any changes in the composition of the Board and maintain contacts with different shareholders, members of the Board and with the Company's executive management. The nomination committee shall pay particular attention to the Board's report on its own performance.

3. COMPOSITION OF THE NOMINATION COMMITTEE

• 3.1 According to the articles of association the Company shall have a nomination committee consisting of up to three members elected by the general meeting. If the general meeting has not elected the chairperson of the committee, the committee shall elect the chairperson.
• 3.2 The composition of the nomination committee shall consider the interests of shareholders in general. The majority of the committee shall be independent of the Board and the executive management. No more than one member of the nomination committee shall be a member of the Board, and any such member shall not offer himself for re-election to the Board. The nomination committee shall not include the Company's CEO or any other person in the executive management.
• 3.3 The members of the nomination committee, including the chairperson of the nomination committee, are elected by the general meeting for a term of two years, unless the general meeting decides otherwise.

3.4 Members of the nomination committee may be removed at any time without cause by the affirmative vote of a majority of the general meeting.

4. GUIDELINES FOR THE WORK OF THE NOMINATION COMMITTEE

• 4.1 The nomination committee shall ensure that it has access to the expertise required in relation to the duties for which the committee is responsible.
• 4.2 The nomination committee is entitled to make use of resources available in the Company and to seek advice and recommendations from sources outside of the Company.
• 4.3 In carrying out its work, the nomination committee should actively seek to represent the views of shareholders in general and should ensure that its recommendations are endorsed by the largest shareholders.
• 4.4 The nomination committee should pay attention to the Board's report on its own performance.
• 4.5 The nomination committee and the Company shall cooperate in order to provide suitable arrangements for shareholders to submit proposals to the committee for candidates for election.
• 4.6 In proposing candidates for members and deputy members for election to the Board, the nomination committee shall take into account that:
  • (a) the composition of the Board should ensure that the Board:
    • (i) can attend to the common interests of all shareholders,
    • (ii) meets the Company's need for expertise, capacity and diversity; hereunder that the Board may form an audit committee in compliance with law and the Company's instruction for the audit committee,
    • (iii) can function effectively as a collegiate body, and
    • (iv) can operate independently of any special interests,
  • (b) the majority of the shareholder-elected members of the Board should be independent of the executive management and material business contacts,
  • (c) at least two of the shareholder-elected members of the Board should be independent of the main shareholder(s), and
  • (d) the Board should not include members of the executive management.
• 4.7 When proposing members to the nomination committee, the committee should consider the need to facilitate rotation of the members of the nomination committee.

5. THE NOMINATION COMMITTEE'S RECOMMENDATION

5.1 The nomination committee's recommendation shall provide a justification of how its proposals consider the interests of shareholders in general and the Company's requirements. The justification should include information on each candidate's competence, capacity and independence, including inter alia:

• (a) age, education and business experience,
• (b) any ownership interest in the Company,
• (c) any assignments carried out for the Company,
• (d) material appointments with and assignments for other companies and organizations, and
• (e) (if relevant) how long the candidate has been a member of the Board or nomination committee.

The recommendation should also include a statement that the proposed Board fulfils all formalities, such as the requirements in the Company's articles of association and the statutory requirements set out in Chapter 6 of the Norwegian Public Limited Liability Companies Act with respect to the number of directors, residence requirements, gender representation and the qualification requirement regarding the audit committee.

• 5.2 When reporting its recommendation to the general meeting, the nomination committee shall also provide an account on how it has carried out its work.
• 5.3 The nomination committee shall endeavor to have its recommendation finalized at least 21 days prior to the general meeting, in order for the recommendation to be communicated to the shareholders simultaneously with the notice to the general meeting.

6. RULES OF PROCEDURE FOR THE NOMINATION COMMITTEE

• 6.1 The nomination committee shall deal with matters in a meeting, unless the chairperson of the committee finds that the matter can be dealt with, in an appropriate way, in writing or in some other adequate manner.
• 6.2 The chairperson of the committee shall ensure that the meetings of the committee are announced in a suitable manner and with the necessary advance notice.
• 6.3 The nomination committee may adopt resolutions when at least two members participate in the committee's proceedings in a matter and all the members of the committee have wherever possible been given the opportunity to participate in the proceedings.
• 6.4 Minutes from proceedings of the nomination committee shall be kept and signed by the members of the nomination committee. The chairperson of the Board may request that the minutes are submitted to him/her for review.

7. MISCELLANEOUS

• 7.1 The names of the members of the nomination committee shall be available on the Company's website.
• 7.2 Information about any deadlines and procedures for submitting proposals for candidates for election to the Board or nomination committee should, in good time, be made available on the Company's website.

8. REMUNERATION

8.1 The remuneration of the nomination committee is determined by the general meeting and proposed by the nomination committee and shall reflect the character of the committee's duties and the time commitment involved.

9. CONFIDENTIALITY

• 9.1 Information and documentation disclosed to members of the nomination committee in their capacity as representatives of the Company shall be kept confidential, unless otherwise decided by the Board or required pursuant to applicable laws or regulations.
• 9.2 Upon resignation, a member of the nomination committee shall return or destroy all confidential material concerning the Company which is in his/her possession.

COMPARISON BETWEEN THE EXISTING ARTICLES OF ASSOCIATION AND THE NEW ARTICLES OF ASSOCIATION

	(Unofficial translation. The official language of these articles of association is Norwegian. In the event of any discrepancies between the Norwegian and English text, the Norwegian text shall precede.)
VEDTEKTER FOR GOLDEN ENERGY OCEAN SERVICES AS	ARTICLES OF ASSOCIATION FOR GOLDEN ENERGY OFFSHORE SERVICES AS
16. mai 2024	16 May 2024
§ 1 Navn og forretningskommune	§ 1 Name and business office
Selskapets navn er Golden Energy Offshore Services ASA. Selskapets registrerte forretningskommune er Ålesund.	The name of the company is Golden Energy Offshore Services ASA. The Company's registered office is in Ålesund municipality.
Selskapet er et allmennaksjeselskap.	The Company is a Public Limited Liability Company.
§ 2 Forretningskontor	§ 2 Business office
Selskapets forretningskontor er St Olavs plass 1, 6002 Ålesund.	The company's registered business office is at St Olavs plass 1, 6002 Aalesund, Norway.
§ 3 2 Formål	§ 3 2 Objective
Selskapets formål er rederivirksomhet med dertil tilhørende virksomhet.	The objective of the company is to operate as a shipping company with connected operation.
§ 4 3 Aksjer	§ 4 3 Shares
Selskapets aksjekapital er NOK 501 689 872 880 fordelt på 501 689 87225 084 494 aksjer, hver pålydende NOK 120. Aksjene skal registreres i et verdipapirregister.	The company's share capital is NOK 501,689,88072 divided into 501,689,87225,084,494 shares, each with a nominal value of NOK 120. The shares shall be registered in a securities register.
Erverv av aksjer i selskapet er ikke betinget av samtykke fra selskapet.	Acquisition of shares is not subject to approval from the company.
Aksjeeierne har ikke forkjøpsrett henhold til aksjeloven.	The shareholders do not have pre-emption rights in accordance with the Limited Liability Companies Act.

§ 4 Styre	§ 4 Board of directors
Selskapets styre skal ha tre til fem medlemmer. Ett eller flere varamedlemmer kan velges. Styremedlemmer og varamedlemmer velges for opptil to år av gangen.	The board of directors shall consist of three to five members. One or more deputy members can be elected. The board members and deputy members are elected for up to two years at a time.
§ 5 Firma	§ 5 Signatories
Selskapets firma tegnes av styrets leder alene eller etthvert av styremedlemmene alene og daglig leder i fellesskap.	The chairman of the board acting alone or one Each of the board member and the general manager acting jointlydirectors are authorised to sign on behalf of the company.
§ 6 Dokumenter til generalforsamlingen Når dokumenter som gjelder saker som skal behandles på generalforsamlingen, er gjort tilgjengelige for aksjeeierne på selskapets internettsider, gjelder ikke lovens krav om at dokumentene skal sendes til aksjonærene. Dette gjelder også dokumenter som etter lov skal inntas i eller vedlegges innkallingen til generalforsamlingen. En aksjeeier kan likevel kreve å få tilsendt dokumenter som gjelder saker som skal behandles på generalforsamlingen.	§ 6 Documents for the General Meeting Provided documents concerning items to be discussed at the General Meeting are made available at the company's website, the requirement of mailing the documents to the shareholders does not apply. This also applies for documents which, according to the law, shall be included in or attached to the notice of General Meeting. Each shareholder is still entitled to request that the documents concerning items to be discussed at the General Meeting are mailed.
§ 6 Generalforsamlingen	§ 6 General Meeting
Generalforsamlingen ledes av styrets leder eller den han oppnevner. På den ordinære generalforsamling skal følgende spørsmål behandles og avgjøres: a) Godkjennelse av årsregnskap og årsberetning, herunder eventuell utdeling av utbytte. b) Andre saker som etter lov eller vedtekter hører under generalforsamlingen. Når dokumenter som gjelder saker som skal behandles på generalforsamlingen, er gjort tilgjengelige for aksjeeierne på selskapets internettsider, gjelder ikke lovens krav om at dokumentene skal sendes til aksjonærene. Dette gjelder også dokumenter som etter lov skal inntas i eller vedlegges innkallingen til generalforsamlingen. En aksjeeier kan likevel kreve å få tilsendt per post dokumenter som	The Chairman of the Board or a person designated by him shall preside at the General Meeting. The Annual General Meeting shall discuss and decide on the following matters: a) Approval of the annual accounts and the annual report, including distribution of dividend, if any. b) Other matters that pursuant to law or the Articles of Association fall under the authority of the general meeting. When documents relating to matters to be considered at the General Meeting have been made available to shareholders on the Company's website, the statutory requirement that the documents must be sent to the shareholders does not apply. This also applies to documents that by law must be included in or attached to the notice of
gjelder saker som skal behandles på generalforsamlingen.	the General Meeting. Nevertheless, each shareholder is entitled to request that the documents concerning items to be discussed at the General Meeting be sent by mail.

Styret kan bestemme at aksjeeierne skal kunne avgi sin stemme skriftlig, herunder ved bruk av elektronisk kommunikasjon i en periode før generalforsamlingen	The Board of Directors may decide that shareholders shall be able to cast their votes in writing, including by means of electronic communication, for a period prior to the General Meeting.
§ 7 Valgkomité	§ 7 Nomination Committee
Selskapet skal ha en valgkomité som består av inntil tre medlemmer som velges av generalforsamlingen. Medlemmene velges for en periode på to år. Generalforsamlingen fastsetter godtgjørelsen til valgkomiteen.	The company shall have a nomination committee consisting of up to three members to be elected by the general meeting. The members shall be elected for a period of two years. The General Meeting determines the remuneration to the nomination committee.
Valgkomiteen foreslår kandidater til styre og valgkomiteen og honorarer for medlemmene av disse organer. Generalforsamlingen kan fastsette instruks for valgkomiteen.	The nomination committee propose candidates for members of the board and the nomination committee and remuneration to the members of these bodies. The general meeting may decide on guidelines for the nomination committee.

THE NEW ARTICLES OF ASSOCIATION

	(Unofficial translation. The official language of these articles of association is Norwegian. In the event of any discrepancies between the Norwegian and English text, the Norwegian text shall precede.)
VEDTEKTER FOR GOLDEN ENERGY OCEAN SERVICES AS	ARTICLES OF ASSOCIATION FOR GOLDEN ENERGY OFFSHORE SERVICES AS
16. mai 2024	16 May 2024
§ 1 Navn og forretningskommune	§ 1 Name and business office
Selskapets navn er Golden Energy Offshore Services ASA. Selskapets registrerte forretningskommune er Ålesund.	The name of the company is Golden Energy Offshore Services ASA. The Company's registered office is in Ålesund municipality.
Selskapet er et allmennaksjeselskap.	The Company is a Public Limited Liability Company.
§ 2 Formål	§ 2 Objective
Selskapets formål er rederivirksomhet med dertil tilhørende virksomhet.	The objective of the company is to operate as a shipping company with connected operation.
§ 3 Aksjer	§ 3 Shares
Selskapets aksjekapital er NOK 501 689 880 fordelt på 25 084 494 aksjer, hver pålydende NOK 20. Aksjene skal registreres i et verdipapirregister.	The company's share capital is NOK 501,689,880 divided into 25,084,494 shares, each with a nominal value of NOK 20. The shares shall be registered in a securities register.
§ 4 Styre	§ 4 Board of directors
Selskapets styre skal ha tre til fem medlemmer. Ett eller flere varamedlemmer kan velges. Styremedlemmer og varamedlemmer velges for opptil to år av gangen.	The board of directors shall consist of three to five members. One or more deputy members can be elected. The Board members and deputy members are elected for up to two years at a time.
§ 5 Firma	§ 5 Signatories
Selskapets firma tegnes av styrets leder alene eller ett styremedlem og daglig leder i fellesskap.	The chairman of the board acting alone or one board member and the general manager acting jointly are authorised to sign on behalf of the company.
§ 6 Generalforsamlingen	§ 6 General Meeting
Generalforsamlingen ledes av styrets leder eller den han oppnevner. På den ordinære	The Chairman of the Board or a person designated by him shall preside at the General

generalforsamling skal følgende spørsmål behandles og avgjøres:	Meeting. The Annual General Meeting shall discuss and decide on the following matters:
a) Godkjennelse av årsregnskap og årsberetning, herunder eventuell utdeling av utbytte.	a) Approval of the annual accounts and the annual report, including distribution of dividend, if any.
b) Andre saker som etter lov eller vedtekter hører under generalforsamlingen.	b) Other matters that pursuant to law or the Articles of Association fall under the authority of the general meeting.
Når dokumenter som gjelder saker som skal behandles på generalforsamlingen, er gjort tilgjengelige for aksjeeierne på selskapets internettsider, gjelder ikke lovens krav om at dokumentene skal sendes til aksjonærene. Dette gjelder også dokumenter som etter lov skal inntas i eller vedlegges innkallingen til generalforsamlingen. En aksjeeier kan likevel kreve å få tilsendt per post dokumenter som gjelder saker som skal behandles på generalforsamlingen.	When documents relating to matters to be considered at the General Meeting have been made available to shareholders on the Company's website, the statutory requirement that the documents must be sent to the shareholders does not apply. This also applies to documents that by law must be included in or attached to the notice of the General Meeting. Nevertheless, each shareholder is entitled to request that the documents concerning items to be discussed at the General Meeting be sent by mail.
Styret kan bestemme at aksjeeierne skal kunne avgi sin stemme skriftlig, herunder ved bruk av elektronisk kommunikasjon i en periode før generalforsamlingen	The Board of Directors may decide that shareholders shall be able to cast their votes in writing, including by means of electronic communication, for a period prior to the General Meeting.
§ 7 Valgkomité	§ 7 Nomination Committee
Selskapet skal ha en valgkomité som består av inntil tre medlemmer som velges av generalforsamlingen. Medlemmene velges for en periode på to år. Generalforsamlingen fastsetter godtgjørelsen til valgkomiteen.	The company shall have a nomination committee consisting of up to three members to be elected by the general meeting. The members shall be elected for a period of two years. The General Meeting determines the remuneration to the nomination committee.
Valgkomiteen foreslår kandidater til styre og valgkomiteen og honorarer for medlemmene av disse organer.	The nomination committee propose candidates for members of the board and the nomination committee and remuneration to the members of these bodies.
Generalforsamlingen kan fastsette instruks for valgkomiteen.	The general meeting may decide on guidelines for the nomination committee.

GUIDE FOR ONLINE PARTICIPATION

GOLDEN ENERGY OFFSHORE SERVICES AS

16 MAY 2024

Golden Energy Offshore Services AS will hold annual general meeting on 16 May 2024 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 give a proxy before the meeting. See the notice for further details on how to authorize a proxy. If you 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)

HOW TO ACCESS THE ONLINE GENERAL MEETING

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: 150-076-341 and click Join:

Alternatively put direct link in your browser https://dnb.lumiagm.com/150076341

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.

HOW TO RECEIVE YOUR REFERENCE NUMBER AND PIN CODE

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.

HOW TO VOTE

When items are available for voting, you can vote on all items as quickly as you wish. Items are closed for voting as the general meeting considers them. Items will be pushed to your screen. Click on the vote icon if you click away from the poll.

To vote, press your choice on each of the issues. FOR, AGAINST or ABSTAIN. Once you have cast your vote, you will see that your choice is marked. You also get a choice where you can vote jointly on all items. If you use this option, you can still override the choice on items one by one if desired.

To change your vote, click on another option. You can also choose to cancel. You can change or cancel your vote 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 given a power of attorney will not have the opportunity to vote but can follow and write messages if desired.

02-UK @	15:54 Poll Open	@ 33% 1 2
Split Voting
the chair Splect a choice to send	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
For / For
Mot / Against
Avstar / Abstain
Cancel

QUESTIONS TO THE CHAIRPERSON

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 the messaging icon.

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.