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Sea1 Offshore — Proxy Solicitation & Information Statement 2026
Apr 8, 2026
9960_rns_2026-04-08_17cfd99e-c98e-4a03-8f34-9ccef429bf14.pdf
Proxy Solicitation & Information Statement
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SEA1
SEA1 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 10:00 AM UK TIME, 24 APRIL 2026
To the Shareholders of SEA1 OFFSHORE INC.:
Notice is hereby given that the Annual General Meeting (the "Annual General Meeting" or "Meeting") of Shareholders of Sea1 Offshore Inc., a Cayman Islands exempted company (the "Company") will be held at 10:00 AM London local time on 24 April 2026, at the offices of Conyers Dill & Pearman, 10 Finsbury Square, London, EC2A 1AF.
The purpose of the meeting and any or all adjournments thereof will be for the Shareholders to consider and, if thought fit, pass the following resolutions:
- Approve, by way of ordinary resolution, the Company's financial statements for the financial year ended 31 December 2025;
- Approve, by way of ordinary resolution, the appointment of Ernst & Young AS as the Company's Auditors for fiscal year 2026;
- Grant authority, by way of ordinary resolution, to the Board of Directors to fix the remuneration of the Company's Auditors for 2025;
- Re-appoint, by way of ordinary resolution, Mr. Otto Moltke-Hansen as a Director of the Company for a 2-year term;
- Re-appoint, by way of ordinary resolution, Mr. Rune Magnus Lundetræ as a Director of the Company for a 2-year term;
- Grant authority, by way of ordinary resolution, to the Board of Directors to fix remuneration to the Company's Directors for 2025;
- Approve and ratify, by way of a special resolution, the actions of the Directors and Officers of the Company during 2025;
- Approve, by way of a 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; and
- Approve, by way of a special resolution, the transaction of such other business as may be properly brought before the Meeting.
The Directors have fixed: (a) 7 April 2026 as the record date (the "Notice Record Date") for determining the Shareholders entitled to receive notice of the Meeting or any adjournment thereof; and (b) the close of business on 17 April 2026 as the record date (the "Meeting Record Date") for determining the Shareholders entitled to attend and vote at the Meeting or any adjournment thereof. Only the holders of the Common Shares of the Company on: (a) the Notice Record Date are entitled to receive notice of the Meeting; and (b) the Meeting Record Date are entitled to attend and vote at the Meeting or any adjournment thereof.
RECOMMENDATION
The Directors consider the approval of the proposed resolutions to be voted upon during the course of Ordinary Business and Special Business at the Annual General Meeting to be in the Company's best interests and recommend that you vote in favour of each of the Ordinary and Special Resolutions. Except where required to abstain by law or by the provisions of the Company's Articles of Association, Kistefos AS, Songa Capital AS and Midelfart Capital AS intend to vote "FOR" each of the resolutions with respect to their respective shareholdings. At the time of mailing of this Notice
and Proxy Statement, Kistefos AS, whose chairman (Mr. Sveaas) is also Chairman of the Company, owns a beneficial interest of 79,585,160 Common Shares in the Company. Songa Capital AS owns a beneficial interest of 16,101,252 Common Shares in the Company. Midelfart Capital AS, whose chairperson (Ms Celina Midelfart) is also a Director of the Company, owns a beneficial interest of 5,302,907 Common shares in the Company.
DOCUMENTS AVAILABLE FOR INSPECTION
Copies of the Memorandum and Articles of Association of the Company will be available for inspection at www.sea1offshore.com and at the Annual General Meeting itself.
Shareholders are encouraged to properly complete, date, sign and deliver the enclosed form of Proxy to be received at the offices of Nordea Bank Abp, filial i Norge, Corporate Action NO, PO Box 1166 Sentrum, 0107 Oslo, Norway or e-mail: [email protected], marked for the attention of The Secretary, Sea1 Offshore AS, no less than 48 hours prior to the stated time of the Annual General Meeting.
If you are uncertain as to any aspect of this Notice, Proxy Statement and form of Proxy, you should consult the Company's Assistant 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.
8 April 2026
By order of the Board of Directors of
Sea1 Offshore Inc.