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Prosafe SE

Board/Management Information Nov 9, 2023

3718_rns_2023-11-09_44bec749-34d2-419f-af1e-5f1d855688e9.pdf

Board/Management Information

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NOMINATION COMMITTEE REPORT

Report and recommendations from the Prosafe SE Nomination Committee for the Extraordinary General Meeting ("EGM") to be held on 16 November 2023

Prosafe SE ("Prosafe" or "Company") established a Nomination Committee ("Committee") at the AGM held on 5 May 2003 in accordance with Regulation 54 of the prevailing Articles of Association of the Company. The Committee consists of Mr. Thomas Raaschou (Chair) and Mrs. Annette Malm Justad. Mr. Raaschou is the co-founder and Chief Executive Officer at NOMA Capital and is currently a shareholder of Prosafe. Mrs. Malm Justad is a partner with Recore Norway AS. Both are due for re-election in 2024.

Neither of the members of the Committee are employees of Prosafe or members of the Board of Directors ("Board") of Prosafe.

The duties of the Nomination Committee are regulated in the Instructions to the Nomination Committee (the "Instructions"), adopted by the 2019 AGM. For further information regarding the Committee's activities, please refer to the Instructions and the Committee's report (the "2023 AGM Report") to the Company's Annual General Meeting ("AGM") on 10 May 2023.

The Committee carried out an evaluation for the AGM on 10 May 2023 and reference is made to the 2023 AGM Report for the Committee's assessments and evaluation. In summary, the Committee emphasized in the 2023 AGM Report the well-functioning Board which has a composition that covers relevant fields of competence and experience to discharge its oversight responsibilities in a good manner and is well suited to deal with opportunities and challenges facing the Company.

Following the resignation of Mr. Alf C. Thorkildsen on 18 October 2023, the Committee believes the Board shall maintain the previous number of members and consequently the Committee makes, after discussions with the relevant stakeholders, the following recommendation to the EGM to be held on 16 November 2023:

1. Election of members for the Board of Directors

The Committee recommends that Mr. Halvard Idland joins the Board. Mr. Idland currently serves as deputy director with the right to attend meetings of the Board.

Mr. Halvard Idland (born 1975) is a Norwegian citizen residing in Brazil. Mr Idland has more than 20 years of industrial and financial investment experience in the oil and gas industry in Norway and Brazil, having worked in companies such as DNB, Aker Yards Brasil, DOF Brasil and Pareto. Mr Idland is currently co-founder and director of DBO Energy, a private upstream E&P investments company, and of Janeiro Energy, a company that develops and invests in energy transition and technology.

Mr. Idland is currently also Board Member in Maha Energy AB, Energi.ai AS and Chairman of the Board for Dream Learn Work, an NGO providing technical education for underprivileged youth.

Mr Idland has a M.Sc. in Economics and Business Administration from the Norwegian School of Economics (NHH).

No other changes to the composition of the Board are proposed. Assuming approval by the EGM to be held on 16 November 2023, the Board will then comprise the following individuals:

Name Position Due for re
election
Years on
the Board
Glen Rødland Chair 2024 7
Nina Udnes Tronstad Director 2024 4
Birgit Aagaard-Svendsen Director 2024 6
Simen Flaaten Director 2024 <1
Halvard Idland Director 2024 1

No changes are proposed to the directors' remuneration.

The Nomination Committee's recommendations are unanimous.

Oslo, 8 November 2023

Thomas Raaschou, Chair

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