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Sea1 Offshore AGM Information 2010

Apr 16, 2010

9960_rns_2010-04-16_8678e300-a741-4a99-ae9d-f2ed037389a2.pdf

AGM Information

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SIEM OFFSHORE INC.

REGISTERED OFFICE ADDRESS: P.O. BOX 309, SOUTH CHURCH STREET GEORGE TOWN, GRAND CAYMAN KY1-1104, CAYMAN ISLANDS

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD AT 12:00 NOON, MONDAY, 10 MAY 2010

To the Shareholders of SIEM OFFSHORE INC.:

Notice is hereby given that the Annual General Meeting of Shareholders of Siem Offshore Inc. (the “Company”) will be held at 12:00 noon Cayman Islands local time on Monday, 10 May 2010, at the Company’s registered office located at Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands. The purpose of the meeting will be to:

  1. Approve the Company’s financial statements for the financial year ended 31 December 2009;

  2. Re-appoint PricewaterhouseCoopers LLP as the Company’s Auditors for fiscal year 2010;

  3. Grant authority to Board of Directors to fix remuneration to the Company’s Auditors for 2009;

  4. Re-elect Bjørn Johansen as a Director of the Company;

  5. Re-elect Michael Delouche as a Director of the Company;

  6. Elect Eystein Eriksrud as a new Director of the Company;

  7. Grant authority to Board of Directors to fix remuneration to the Company’s Directors;

  8. Increase the authorized share capital of the Company from US$5,000,000- divided into 500,000,000 Common Shares of a par value of US$0.01 each to US$5,500,000- by the creation of an additional authorized 50,000,000 Common Shares of a par value of US$0.01 each;

  9. Subject to the adoption of Resolution 7, amend and restate the Company’s Memorandum and Articles of Association in their entirety in order to have one composite set of constitutive documents that are available to the Company and that reflect the changes effected by the adoption of Resolution 7;

  10. Approve and ratify the actions of the Directors and Officers of the Company during 2009; and

  11. Transact such other business as may be properly brought before the Meeting.

If you do not plan to attend the meeting, we request that the shareholder complete, date, sign and deliver the enclosed form of proxy to be received at either: (1) the offices of Siem Offshore AS at Markensgate 8, P.O. Box 425, Kristiansand 4664, Norway, telefax no. +47.37.40.62.86 or (2) the Company’s office at P.O. Box 10718, George Town, Grand Cayman KY1-1006, CAYMAN ISLANDS, telefax no. +1.345.946.3342, no less than 24 hours prior to the stated time of the Annual General Meeting.

Ulf Sørdal, a Director since 2006 and whose 2-year term expires at the upcoming Annual General Meeting, has informed the Board of Directors that he will not stand for re-election. The Board expresses its appreciation to Mr. Sørdal for his many contributions.

If you are uncertain as to any aspect of this Notice, Proxy Statement and form of Proxy, you should consult the Company Secretary or your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional advisor.

The Directors, whose names appear on page 1 of the Proxy Statement, accept responsibility for the information contained in this document. To the best of the knowledge and belief of the Directors who have taken reasonable care to ensure that such is the case, the information contained in this Notice and Proxy Statement is in accordance with the facts and does not omit anything likely to affect the import of such information.

14 April 2010

By order of the Board of Directors of Siem Offshore Inc.