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Subsea 7 — AGM Information 2021
Jun 4, 2021
6244_iss_2021-06-04_a9f873a5-e8dc-4b4d-8eaa-8111ab581c88.pdf
AGM Information
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SUBSEA 7 S.A. 412F, Route d'Esch L-2086 Luxembourg R.C.S. Luxembourg B 43172
Minutes of the Ordinary General Meeting held without the shareholders' physical presence in accordance with the Luxembourg law of 23 September 2020, as amended (the "OGM" or the "Meeting") on 4 June 2021
The Meeting was opened at 3:00 p.m.
Chairman : Ms. Nathalie LOUYS, General Counsel and Company Secretary of Subsea 7 S.A.
Secretary : Ms. Cristina BENIOG, Avocat
Ballot-judges : Ms Chantal MATHU and Ms Carole COÏS
The Chairman noted that:
- it appeared from the main register kept by IQEQ (Luxembourg) S.A. and the Branch Register kept by DnB Bank ASA of Oslo produced to the Meeting together with proxies duly filed with DnB Bank ASA within the statutory period that 200,116,342 Common Shares out of 300,000,000 issued Common Shares and 297,683,774 outstanding Common Shares as at 30 April 2021 were represented;
- the notice of the Meeting was published according to the legal requirements in the "Luxemburger Wort" a Luxembourg daily newspaper and in the Recueil Electronique des Sociétés et Associations ("RESA") reference number RESA_2021_107.4 on 19 May 2021 as evidenced by the documents presented to the Meeting and in accordance with article 26 of the Articles of Incorporation (i) notice of this Meeting together with a proxy card, a letter of explanation and a business reply envelope have been mailed to the Common Shareholders on the Company's Registers as of 30 April 2021 and (ii) notice of this Meeting together with a proxy card, the letter of explanation and a business reply envelope were also mailed to the holders of American Depositary Shares ("ADSs") (each of which represents one Common Share of the Company) on the register of Deutsche Bank Trust Company Americas, Depositary for the ADSs, as of 30 April 2021;
- shareholders were advised that due to the ongoing COVID-19 pandemic and as permitted under the Luxembourg law dated 23 September 2020 on measures concerning the holding of meetings in companies and other legal entities, as amended, the present meeting was to take place without the shareholders' physical presence;
- in order to be represented at the present Meeting, the Common Shares represented complied with the legal and statutory requirements and provided their votes either electronically or by returning the proxy card; and
- the Meeting had therefore been properly convened and accordingly, the single agenda item could be validly deliberated on.

The Chairman referred to the following agenda for the Meeting as published in the "Luxemburger Wort" and the RESA:
AGENDA
(1) To elect Ms Louisa Siem as a Non-Executive Director of the Company to hold office until the Annual General Meeting to be held in 2023 or until her successor has been duly elected.
The Meeting then deliberated on the agenda item and proceeded to a vote as follows:
(1) To elect Ms Louisa Siem as a Non-Executive Director of the Company to hold office until the Annual General Meeting to be held in 2023 or until her successor has been duly elected.
The Chairman proposed to elect Ms Louisa Siem as a Non-Executive Director of the Company to hold office until the Annual General Meeting to be held in 2023 or until her successor has been duly elected.
FOR: 190,551,062 AGAINST: 9,508,625 ABSTAINING: 56,655
The Chairman noted that the sole resolution tabled had been approved.
There being no further business to come before the Meeting, the Chairman closed the Meeting at 3.15 pm.
Luxembourg, 4 June 2021.
C. MATHU C. COÏS C. BENIOG N. LOUYS Ballot-judges Secretary Chairman