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Seadrill Limited AGM Information 2016

Sep 8, 2016

9186_iss_2016-09-08_cbaac338-94b8-4a8c-9b99-3ef07a3bad9f.pdf

AGM Information

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SEVAN DRILLING LIMITED NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS SEPTEMBER 23, 2016

NOTICE IS HEREBY given that the Annual General Meeting of the Shareholders of Sevan Drilling Limited (the "Company") will be held on September 23, 2016 at 10:30 a.m., at the Rosewood Tucker's Point Hotel, 60 Tucker's Point Drive, Hamilton Parish HS 02, Bermuda for the following purposes, all of which are more completely set forth in the accompanying information statement:

To receive and adopt the audited consolidated financial statements of the Company for the year ended December 31, 2015.

    1. To re-elect Ragnhild M. Wiborg as a Director of the Company.
    1. To re-elect Per Wullf as a Director of the Company.
    1. To re-elect Georgina E. Sousa as a Director of the Company.
    1. To re-appoint PricewaterhouseCoopers ASA as auditors and to authorise the Directors to determine their remuneration.
    1. To approve remuneration of the Company's Board of Directors of a total amount of fees not to exceed US\$150,000 for the year ended December 31, 2016.

By Order of the Board of Directors

Georgina Sousa Secretary

Dated: August 17, 2016

Notes:

  • 1. The Board of Directors has fixed the close of business on July 25, 2016, as the record date for the determination of the shareholders entitled to attend and vote at the Annual General Meeting or any adjournment thereof.
  • 2. No Shareholder shall be entitled to attend unless written notice of the intention to attend and vote in person or by proxy, together with the power of attorney or other authority (if any) under which it is signed, or a notariallycertified copy of that power of attorney, is sent to the Company Secretary, to reach the Registered Office by not later than 48 hours before the time for holding the meeting.
  • 3. A Form of Proxy is enclosed for use in connection with the business set out above.
  • 4. Each of the resolutions set out above is an Ordinary Resolution, approval of which will require the affirmative vote of a majority of the votes cast.

INFORMATION CONCERNING SOLICITATION AND VOTING FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS (THE "MEETING") OF SEVAN DRILLING LIMITED TO BE HELD ON SEPTEMBER 23, 2016

PRESENTATION OF FINANCIAL STATEMENTS

In accordance with Section 84 of the Companies Act 1981 of Bermuda, the audited consolidated financial statements of the Company for the year ended December 31, 2015 will be presented at the Meeting. These statements have been approved by the Directors of the Company. There is no requirement under Bermuda law that such statements be approved by shareholders, and no such approval will be sought at the Meeting.

The Company's audited consolidated financial statements for the year ended December 31, 2015 are available on our website at www.sevandrilling.com.

COMPANY PROPOSALS

PROPOSALS 1, 2 and 3 - ELECTION OF DIRECTORS

The Board has nominated the three persons listed below for election as Directors of the Company, all of whom are presently members of the Board of Directors.

As provided in the Company's Bye-laws, each Director is elected at each Annual General Meeting of Shareholders and shall hold office until the next Annual General Meeting following his or her election or until his or her successor is elected.

Nominees For Election To The Company's Board Of Directors

Information concerning the nominees for Directors of the Company is set forth below:

Name Age Director Since Position with the Company
Per Wullf 56 2015 Director
and Chairman
Ragnhild M. Wiborg 55 2014 Director
and Audit Committee Chairperson
Georgina E. Sousa 66 2016 Director

Per Wullf has served as a director of the Company since 2015 having joined the Board of Directors of Sevan Drilling ASA in January 2012. He was appointed a director of Seadrill Limited in February 2016. Mr. Wullf is Chief Executive Officer and President of Seadrill Management Ltd , a position he has held since July 2013. He has served as the Chief Operating Officer of Seadrill Management Ltd since 2009. He has over 30 years' experience in the drilling industry and has also held several senior positions in Maersk, including Managing Director of Maersk Contractors in Norway.

Ragnhild M. Wiborg has served as a director of the Company since 2015 having joined the Board of Directors of Sevan Drilling ASA in June 2014. Ms. Wiborg has 27 years of experience in the financial markets field and an extensive network both within the international and Nordic business communities. Ms. Wiborg is Charman of EAM Solar and is a board member of two Swedish listed companies. She holds a Bachelor of Science in Economics from Stockholm School of Economics and Business Administration and a Master's Degree from Fundacao Getulio Vargas in Sao Paulo, Brazil.

Georgina E. Sousa has served as a director since August 2016. She has served as our company secretary since January 2014 and previously served as a director of the Company from January 2014 until June 2015. She is currently a director, the secretary and Head of Corporate Administration for Frontline Ltd., and a director and company secretary of Frontline 2012 Ltd., Seadrill Limited, North Atlantic Drilling Ltd., and Ship Finance International Limited. Until January 2007 she was Vice-President Corporate Services of Consolidated Services Limited, a Bermuda management company, having joined the firm in 1993 as manager of corporate administration. From 1982 to 1993 she was employed by the Bermuda law firm of Cox & Wilkinson (now Cox Hallett Wilkinson) as senior corporate administrator and from 1976 to 1982 she was employed by the Bermuda law firm of Appleby, Spurling & Kempe (now Appleby) as a corporate administrator.

PROPOSAL 4 – RE-APPOINTMENT OF INDEPENDENT AUDITORS

At the Meeting, the Board will ask the shareholders to approve the re-appointment of PricewaterhouseCoopers ASA as the Company's independent auditors and to authorise the Board of Directors to determine the auditors' remuneration.

Audit services provided by PricewaterhouseCoopers ASA in fiscal year 2015 included the examination of the consolidated financial statements of the Company and its subsidiaries.

All services rendered by the independent auditors are subject to pre-approval and review by the Audit Committee.

PROPOSAL 5 – TO APPROVE DIRECTORS' FEES

At the Meeting, the Board will ask the shareholders to approve the remuneration of the Company's Board of Directors of a total amount of fees not to exceed US\$150,000 for the year ended December 31, 2016.

OTHER BUSINESS

Management knows of no business that will be presented for consideration at the Annual General Meeting other than that stated in the Notice of Annual General Meeting.

By Order of the Board of Directors

Georgina Sousa Secretary

August 17, 2016 Hamilton, Bermuda

Sevan Drilling Limited(the "Company") Form of Proxy for use at Annual General Meeting to be held on September 23, 2016

I/We …………………………………………………………………………………………………………. (NAME IN BLOCK CAPITALS)

Of …………………………………………………………………………………………………………..

being (a) holder(s) of ………………………………… …Ordinary Shares of \$0.10 each of the above-named

Company on the record date of July 25, 2016, hereby appoint the duly appointed Chairman of the meeting or ………………………………………………………….. to act as my/our proxy at the Annual General Meeting of the Company to be held on September 23, 2016, or at any adjournment thereof, and to vote on my/our behalf as directed below.

Please indicate with an X in the spaces provided how you wish your vote(s) to be cast on a poll. Should this card be returned duly signed, but without a specific direction, the proxy will vote for all Proposals.

Resolutions Against Abstain
1. To re-elect
Per Wullf
as a Director of the Company.
2. To re-elect Ragnhild M. Wiborg
as a Director of the Company.
3. To re-elect Georgina E. Sousa
as a Director of the Company.
4. To
re-appoint PricewaterhouseCoopers ASA
as auditors and to authorize the Directors to
determine their remuneration.
5. To approve remuneration of the Company's Board of Directors
of a total amount of
fees not to exceed US\$150,000
for the
year ended December 31, 2016.

Date ……………………………….. Signature ………………………………………………

Notes:

  • 1. A Shareholder entitled to attend and vote at a meeting may appoint one or more proxies to attend and, on a poll, vote instead of him.
  • 2. Proxies appointed by a single Shareholder need not all exercise their vote in the same manner.
  • 3. In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holders. For this purpose, seniority is determined by the order in which the names stand in the Register of Members.
  • 4. In the case of a corporation, this proxy must be given under its common seal or be signed on its behalf by a duly authorised officer or attorney.
  • 5. If it is desired to appoint by proxy any person other than the Chairman of the Meeting, his/her name should be inserted in the relevant place, reference to the Chairman deleted and the alteration initialled.
    1. This proxy should be completed and be sent to reach the following address by not later than 48 hours before the time for holding the meeting:

Nordea Bank Norge ASA Issuer Services PO Box 1166 Sentrum 0107 Oslo, Norway Fax: +47 22 48 49 90/ +47 22 48 63 49 Or via e-mail to: [email protected]