SEA1 OFFSHORE INC.
(the "Company")
MINUTES OF THE EXTRAORDINARY GENERAL MEETING OF THE COMPANY HELD AT 11:00 AM UK TIME, 12 DECEMBER 2025, AT 10 FINSBURY SQUARE, LONDON, EC2A 1AF, ENGLAND.
Present:
See Schedule I
In Attendance:
See Schedule II
IT WAS RESOLVED THAT Vidar Jerstad be appointed Chairman and Secretary of the meeting.
GENERAL
1. Notice, quorum and voting
- 1.1. The Chairman noted that notice of the meeting (the "Notice") had been sent to the Shareholders on or about 27 November 2025 in accordance with the Articles of Association and that, accordingly, due notice of the meeting had been given.
- 1.2. The Chairman noted that a quorum exists when there are one or more Shareholders present in person or by proxy holding not less than one-third of the issued Shares of the Company carrying the right to vote at the meeting in question. The Chairman explained that a total of 105,386,929 shares, or 68.64% of the total 153,543,734 shares entitled to vote, were present in person or by proxy and that, accordingly, a quorum was present.
- 1.3. The Chairman declared that in order to accurately reflect the views of the shareholders of the Company a poll would be conducted on each of the resolutions put to the meeting.
SPECIAL BUSINESS
Special Resolutions
2. Amendment of Articles of Association
- 2.1. The Chairman noted that in accordance with the Notice of the Extraordinary General Meeting of the Company, it was proposed that the Company approve the amendment of the Company's articles of association to include a new Article 162 incorporating mandatory bid provisions relating to the Company's listing on the Oslo Euronext Growth market.
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2.2. IT WAS RESOLVED BY WAY OF SPECIAL RESOLUTION with 105,386,828 shares voting "FOR" (representing 100% of the shares in attendance in person or by proxy) and 101 shares voting "AGAINST" (representing 0% of the shares in attendance in person or by proxy) THAT the amendment of the Company's articles of association to include a new
-
Article 162 incorporating mandatory bid provisions relating to the Company's listing on the Oslo Euronext Growth market be and is hereby approved, ratified and confirmed.
- 2.3. The Chairman noted Subject to the adoption of the resolution at 2.2 above, it was proposed that the Company approve by way of special resolution, the Company's adoption, with immediate effect, of the fifth amended and restated memorandum and articles of association (a copy of which was available for inspection at www.sealoffshore.com and by appointment only at the offices of Seal Offshore AS at Nodeviga 14, Kristiansand, Norway during normal business hours through 11 December 2025) in substitution for, and to the exclusion of, the Company's existing fourth amended and restated memorandum and articles of association.
- 2.4. IT WAS RESOLVED BY WAY OF SPECIAL RESOLUTION with 105,386,828 shares voting "FOR" (representing 100% of the shares in attendance in person or by proxy) and 101 shares voting "AGAINST" (representing 0% of the shares in attendance in person or by proxy) THAT the Company's adoption, with immediate effect, of the fifth amended and restated memorandum and articles of association (a copy of which was available for inspection at www.sea1offshore.com and by appointment only at the offices of Sea1 Offshore AS at Nodeviga 14, Kristiansand, Norway during normal business hours through 11 December 2025) in substitution for, and to the exclusion of, the Company's existing fourth amended and restated memorandum and articles of association be and is hereby approved, ratified and confirmed.
3. Power to negotiate and agree documents
- 3.1. The Chairman noted that in accordance with the Notice of the Extraordinary General Meeting of the Company it was proposed that, the Company grant authority to the Board of Directors to negotiate, agree and execute such documents and approve such other actions as they may in their absolute discretion consider necessary and/or appropriate in order to effect the actions outlined in Paragraph 2 above.
- 3.2. IT WAS RESOLVED BY WAY OF SPECIAL RESOLUTION with 105,386,828 shares voting "FOR" (representing 100% of the shares in attendance in person or by proxy) and 101 shares voting "AGAINST" (representing 0% of the shares in attendance in person or by proxy) THAT:
the granting by the Company of the authority to the Board of Directors to negotiate, agree and execute such documents and approve such other actions as they may in their absolute discretion consider necessary and/or appropriate in order to effect the actions outlined in Resolution 2 above be and is hereby approved, ratified and confirmed.
4. Ratify the Actions of Directors and Officers
- 4.1. The Chairman noted that in accordance with the Notice of the Extraordinary General Meeting of the Company it was proposed that the Shareholders ratify and confirm all of the actions of the Directors and Officers of the Company taken in respect of the matters contemplated by these Resolutions.
- 4.2. IT WAS RESOLVED with 105,386,828 shares voting "FOR" (representing 100% of the shares in attendance in person or by proxy) and 101 shares voting "AGAINST" (representing 0% of the shares in attendance in person or by proxy) THAT each and all of the actions of the Directors and Officers of the Company taken in respect of the matters
contemplated by these Resolutions be and they are hereby approved, ratified and confirmed.
5. Adjournment of the meeting
- 5.1. The Chairman noted that in accordance with the Notice of the Extraordinary General Meeting of the Company it was proposed that the Shareholders approve, by way of special resolution, the adjournment of the Meeting to a later date or dates (A) to the extent necessary or convenient to ensure that any required supplement or amendment to the proxy statement is provided to Shareholders or (B) in order to solicit additional proxies from Shareholders in favour of one or more of the proposals at the Meeting be approved.
- 5.2. IT WAS NOTED THAT no such adjournment was required.
6. Any other business
There being no further business, the Chairman declared the Meeting closed.
Chairman and Secretary
Schedule I
SEA1 OFFSHORE INC
VOTES OF MEMBERS REPRESENTED AT EXTRAORDINARY GENERAL MEETING ON 12 DECEMBER 2025 OF A TOTAL 153,543,734 SHARES ISSUED AND OUTSTANDING
|
Own shares |
|
Proxies |
Total |
% of total
shares
entitled to
vote |
| Mr. Vidar Jerstad |
0 |
0% |
105,386,929 105,386,929 |
68.64% |
|
| Total |
0 |
0% |
105,386,929 |
105,386,929 |
68.64 % |
Schedule II
In attendance:
Vidar Jerstad
Lucy Macris
Barnabas Finnigan (By Telephone)