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Solstad Offshore ASA Proxy Solicitation & Information Statement 2010
3749_rns_2010-10-22_22ef9a4c-52a4-4174-9d31-d501b8d1ae25.pdf
Proxy Solicitation & Information Statement
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SOLSTAD OFFSHORE ASA
To the shareholders of Solstad Offshore ASA
www.solstad.no
EXTRAORDINARY GENERAL MEETING
SOLSTAD OFFSHORE ASA
TO THE SHAREHOLDERS OF SOLSTAD OFFSHORE ASA
Notice of extraordinary General Meeting
Notice is hereby given of an extraordinary general meeting in Solstad Offshore ASA.
Place: The company's premises at Neset Fort - Nesavegen 39, Skudeneshavn
Time: 1430 hours on Friday 5th November 2010
The agenda is as follows:
- Opening of the meeting by the Chairman.
- Election of a chair person.
- Election of two persons to sign the minutes together with the chair person
- Approval of the notice and agenda.
- Election of a new board member.
The current board members are Harald Eikesdal, Johannes Solstad, Anette Solstad, Toril Eidesvik and Arne Austreid. Per Gunnar Solstad is a deputy member.
Arne Austreid must relinquish his position as a board member because he is appointed as CEO in SpareBank 1 SR-Bank. The company's election committee proposes to the general meeting that Ketil Lenning be elected as a new board member in Solstad Offshore ASA. Reference is made to the attachment from the election committee relating to this proposal.
For practical reasons we request that any shareholders wanting to attend the meeting or to be represented by a proxy, should complete the attached power or attorney (see attachment) and return this to the company by 1600 hours on Wednesday 3rd November 2010. This notice has been sent to all shareholders registered in VPS on 19 October 2010.
According to the company's Articles of Association, this Notice of a General Meeting is published on the company's website www.solstad.no.
The company's share capital consists of 37,794,160 shares with a value of NOK 2. Each share has one vote.
Welcome to the General Meeting.
Skudeneshavn, 19 October 2010
Johannes Solstad
For the Board of Solstad Offshore ASA
Johannes Solstad
Chairman of the Board
EXTRAORDINARY GENERAL MEETING
SOLSTAD OFFSHORE ASA
ELECTION COMMITTEE IN SOLSTAD OFFSHORE ASA
To: The General Meeting of Solstad Offshore ASA
THE GENERAL MEETING OF SOLSTAD OFFSHORE ASA [EXTRAORDINARY GENERAL MEETING ON 5TH NOVEMBER 2010]
1. Background
As Arne Austreid is taking over as CEO of SpareBank 1 SR-Bank, he must, in accordance with the laws governing banking, step down as a board member in Solstad Offshore ASA [hereinafter called "The Company"]. On this basis, the Board of Directors is convening an extraordinary general meeting to elect a new board member. In this item on the Agenda, the Election Committee shall give its recommendations.
2. The Election Committee's work
The election Committee has collated any information that it considers relevant to its work.
The Election Committee's recommendation is based on the view that the company's board should, as a whole, have a composition that protects the shareholders' interests and the company's need for expertise, capacity and diversity. Moreover, it takes into consideration that the Board should function well as a collegiate body.
3. Proposal for the election of a new board member
Of the current board members, it is only Arne Austreid that is stepping down. The election committee considers Ketil Lenning as very well qualified for the position and proposes him as a replacement for Arne Austreid. He is independent of the company's main shareholders.
Ketil Lenning was born in 1950, has just stepped down as CEO in Oddfjell Drilling Ltd and has broad national and international experience from various offices and positions within the oil industry. He holds a degree in petroleum engineering from NTNU/Texas A&M University, USA with additional education.
On this basis, the Election Committee unanimously proposes to the General Meeting that Ketil Lenning is elected as the new board member in Solstad Offshore ASA.
7 October 2010
Election Committee in Solstad Offshore ASA
EXTRAORDINARY GENERAL MEETING
SOLSTAD OFFSHORE ASA
If you would like to attend the company's extraordinary general meeting, please send this notification to
Solstad Offshore ASA, Postbox 13, 4297 Skudeneshavn, before 1600 hours on Wednesday 3rd November 2010
(Fax no. 00 47 52 85 65 01)
Notification of participation in the extraordinary General Meeting
The undersigned shareholder in Solstad Offshore ASA would like to attend the company's extraordinary general meeting on Friday 5th November 2010 at 1430 hours at the company's premises at Neset Fort, Nesavegen 39, Skudeneshavn.
I will be voting in respect of the following shares:
Own shares: _______ SHARES
Other shares relating to the attached power of attorney: _______ SHARES
Total: _______ SHARES
____ ON ____
(SIGNATURE)
_______ (NAME IN BLOCK CAPITALS)
_______ (ADDRESS IN BLOCK CAPITALS)
EXTRAORDINARY GENERAL MEETING
SOLSTAD OFFSHORE ASA
This power of attorney can be used to appoint a representative to attend the meeting and vote on the shareholders' behalf at the company's extraordinary general meeting on 5th November 2010.
Due to the Flag Regulations in the Securities Trading Act, section 4-2 [3], shareholders wishing to nominate proxy powers to Chairman Harald Eikesdal or Managing Director Lars Peder Solstad are asked to mark their preferences for Agenda item 5 in the Voting Directions below.
This power of attorney should be sent to the company by 1600 hours on 3rd November 2010 [Fax no. 00 47 52 85 65 01]
Power of Attorney
The undersigned, owning ______ shares in Solstad Offshore ASA hereby appoints:
(COMPLETE THE NAME OF THE PERSON)
To attend and vote for me at the extraordinary general meeting on Friday 5th November 2010
___ ON ___
(SIGNATURE)
___ (NAME IN BLOCK CAPITALS)
___ (ADDRESS IN BLOCK CAPITALS)
Voting Instructions
With regard to Point 5 of the agenda, my representative with power of attorney is hereby instructed to vote as follows (please cross one box and, if necessary, give an alternative):
Point 9 – Election of board member
☐ Vote for Ketil Lenning
☐ Vote for _______
SOLSTAD OFFSHORE ASA
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PRIORITERT PRIORITAIR
NORGE P.P. PORTO BETALT
A
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NORGE P.P. PORTO BETALT
www.solstad.no
SOLSTAD OFFSHORE ASA
| Head Office:
Solstad Offshore ASA
P.O.Box 13
4297 Skudeneshavn
NORWAY
Tel: +47 52 85 65 00
Fax: +47 52 85 65 01
Mail: [email protected] | Branch Office:
Solstad Offshore [UK] Ltd.
3rd. Floor, Salvesen Tower
Blaikies Quay
Aberdeen AB 11 SPW
UNITED KINGDOM
Tel: +44 1224 560 280
Fax: +44 1224 560 281
Mail: [email protected] | Branch Office:
Solstad Offshore Ltda.
Rua Lauro Muller 116,
Suite 2401 - Torre do Rio Sul
Botafogo, Rio de Janeiro - RJ
22290-160 BRASIL
Tel: +55 21 3544-0040/41
Tel: +55 21 8176-3180
Mail: [email protected] | Branch Office:
NOR Offshore Ltd.
29 International Business Park #05-05
Acer Building Tower B
SINGAPORE 609923
Tel: +65 6319 8799
Fax: +65 6319 8783
Mail: [email protected] |
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