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Golden Energy Offshore Services

AGM Information May 2, 2024

3608_rns_2024-05-02_537d97fb-dc32-484a-824a-3eb3e3bedbfb.pdf

AGM Information

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NOTICE OF ANNUAL GENERAL MEETING IN GOLDEN ENERGY OFFSHORE SERVICES AS

The board of directors hereby gives notice of the annual general meeting of Golden Energy Offshore Services AS, org. no. 913 011 384 (the "Company") at 13:00 CEST on 16 May 2024. The annual general meeting will be held as a digital event. Link for the meeting is available at: https://dnb.lumiagm.com/150076341.

The notice is sent to all shareholders in the Company with known address.

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 (no voting).
    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 2023.
    1. Approval of the remuneration to the auditor.
    1. Approval of the remuneration to the nomination committee.
    1. Approval of the remuneration to the Board of Directors.
    1. Election of members to the Board of Directors.
    1. Approval of instructions for the Nomination Committee.
    1. Election of members to the Nomination Committee
    1. Conversion of the Company into a public limited liability company.
    1. Reverse share split.
    1. Authorization to the Board of Directors to increase the share capital.
    1. Authorization to the Board of Directors for the acquisition of the Company's own shares in connection with incentive program for employees.
    1. Amendments to the Articles of Association.

The following documents are available on the Company's website www.geoff.no:

    1. Proxy form.
    1. The board's proposed resolutions for the annual general meeting.
    1. Recommendation from the nomination committee.
    1. Memo regarding the main differences between a Norwegian private limited liability company (AS) and a Norwegian public limited liability company (ASA).
    1. Expert statement pursuant to section 2-6 of the Norwegian Public Limited Liability Companies Act.
    1. New Articles of Association and a comparison between the existing Articles of Association and the new Articles of Association.
    1. Instructions for the nomination committee.
    1. Lumi Guide for online participation.

Participation

The annual general meeting will be held as a digital meeting via Lumi AGM on https://dnb.lumiagm.com/150076341. Click on the link or copy the URL of your browser to attend the general meeting. Golden Energy Offshore Services meeting ID will be: 150-076-341

By participating online via Lumi AGM shareholders can vote on each agenda item, submit written questions from smartphones, tablets or stationary devices as well as follow live webcast (in Norwegian). No pre-registration is required for shareholders who want to participate, but shareholders must be logged on before the general meeting starts. Note that it will not be possible to log on to the meeting after it has started. We will therefore encourage shareholders to log in well in advance of the general meeting. The general meeting is open for login one hour before start-up.

Secure identification of shareholders will be done using the PIN code and reference number listed on the attached form or on the shareholder's account in VPS Investor Services.

Proxies

Shareholders who wish to participate at the annual general meeting through proxy is encouraged to register this electronically through the Company's website www.geoff.no or through Investortjenester (VPS Investor service).

To access the electronic system for proxy through the Company's website, the reference number and pin code set out in the attached notice form must be stated. Alternatively, the attached form may be sent by e-mail to [email protected], or post: DNB Bank ASA, Registrar's Department, P.O. Box 1600 Sentrum, 0021 Oslo, Norway.

Proxy with voting instructions to the CEO cannot be registered electronically, and attached form must be sent to DNB Bank ASA, Registrar' Department on the above e-mail or postal address.

Proxy or proxy with voting instructions are asked to be sent in by 15 May 2024 at 16:00 (CEST).

Shares held in custodian accounts

Pursuant to the Public Limited Liability Companies Act section 1-8 cf. the Private Limited Liability Companies Act section 1-7 (3), as well as regulations on intermediaries covered by section 4-5 of the Central Securities Depository Act and related implementing regulations, notice is sent to custodians who pass on to shareholders for whom they hold shares. Shareholders must communicate with their custodians, who are responsible for conveying votes, proxies or registration. Custodians must according to section 4-4 (3)(b) of the Private Limited Liability Companies Act register this with the Company no later than two working days before the general meeting, i.e. no later than 14 May 2024.

Electronic Investor Information

The Company urges shareholders to receive investor messages from the Norwegian Central Securities Depository (Euronext VPS) electronically, both from an environmental and cost perspective. To receive investor information electronically, including invitations to general meetings, visit your online bank or https://investor.vps.no/garm/auth/login.

As of the date of this notice, there are a total of 501,689,872 shares of the Company, each with a nominal value of NOK 1 and each representing one vote at the Company's general meeting.

***

Only those who are shareholders on 8 May 2024 (Record date) are entitled to attend and vote at the general meeting.

***

Ålesund, 2 May 2024

Golden Energy Offshore Services AS

The Board of Directors

Ref no: PIN-code:

Notice of Annual General Meeting

Annual General Meeting in Golden Energy Offshore Services AS will be held on 16 May 2024, 13:00 CEST as a virtual meeting.

The shareholder is registered with the following amount of shares at summons: ______________________. The shareholders can vote for the number of shares registered in Euronext per Record date 8 May 2024.

The deadline for electronic registration of proxy and instructions is 15 May 2024, 16:00 CEST.

Electronic registration

Step 1 – Register during the enrollment/registration period:

  • Either through the company's website www.geoff.no using a reference number and PIN code (for those of you who receive the notice by post-service), or
  • Log in through VPS Investor services; available at https://investor.vps.no/garm/auth/login or through own account manager (bank/broker). Once logged in - choose Corporate Actions – General Meeting – ISIN

You will see your name, reference number, PIN - code and balance. At the bottom you will find these choices:

"Enroll" - There is no need for registration for online participation. "Delegate Proxy" - Give proxy to the chair of the Board of Directors or another person "Close" - Press this if you do not wish to make any registration.

Step 2 – The general meeting day:

Online participation: Please login through https://dnb.lumiagm.com/150076341 You must identify yourself using the reference number and PIN - code from VPS - see step 1 above. Shareholders can also get their reference number and PIN code by contacting DNB Bank Registrars Department by phone +47 23 26 80 20 (08:00-am – 3:30 pm).

If you are not logged in before the meeting starts, you will be granted access, but without the right to vote.

Ref no: PIN-code:

Form for submission by post or e-mail for shareholders who cannot register their elections electronically.

The signed form can be sent as an attachment in an e-mail* to [email protected] (scan this form) or by post service to DNB Bank Registrars Department, P.O Box 1600 Sentrum, 0021 Oslo. Deadline for registration of advance votes, proxies and instructions must be received no later than 15 May 2024 at 16:00 (CEST) If the shareholder is a company, the signature must be in accordance with the company certificate.

*Will be unsecured unless the sender himself secure the e-mail.

___________________________________________________ shares would like to be represented at the general meeting in Golden Energy Offshore Services AS as follows (mark off):

  • ☐ Proxy to the CEO (Per Ivar Fagervoll) or the person he authorizes (mark "For", "Against" or "Abstain" on the individual items below if you want the Proxy to be with instructions)
  • ☐ Open proxy to the following person (do not mark items below agree directly with your proxy solicitor if you wish to give instructions on how to vote)

(enter the proxy solicitors name in the block letters) Note: Proxy solicitor must contact DNB Bank Registrars Department by phone +47 23 26 80 20 (08:00-am – 3:30 pm) for login details.

___________________________________________________________________

Voting shall take place in accordance with the instructions below. Missing or unclear markings are considered a vote in line with the board's and the nomination committee's recommendations. If a proposal is put forward in addition to, or as a replacement for, the proposal in the notice, the proxy solicitor determines the voting.

Agenda for the Annual General Meeting 16 May 2024 For Against Abstain
1. Election of a chairman of the meeting and a person to sign the minutes.
2. Approval of notice and agenda.
3. Approval of the annual accounts, annual report and audit report for 2023.
4. Approval of the remuneration to the auditor.
5. Approval of the remuneration to the nomination committee.
6. Approval of the remuneration to the Board of Directors.
7. Election of members to the Board of Directors.
8. Approval of instructions for the Nomination Committee.
9. Election of members to the Nomination Committee.
10. Conversion of the Company into a public limited liability company.
11. Reverse share split.
12. Authorization to the Board of Directors to increase the share capital.
13. Authorization to the Board of Directors for the acquisition of the Company's own shares in
connection with incentive program for employees
14. Amendments to the Articles of Association.

The form must be dated and signed

Place Date Shareholder's signature

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.

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