Notice AGM 4 June 2014

NOTICE OF AN ANNUAL GENERAL MEETING
IN
SONGA OFFSHORE SE
An Annual General Meeting of Songa Offshore SE will be held at the offices of Songa Offshore SE:
25 Kolonakiou Street, Zavos Kolonakiou Centre, Block B, Flat 101, 4103 Limassol
on 4th June 2014 at 10:00 am Cyprus time
The Annual General Meeting will be opened by the Chairperson of the Board of Directors, Frederik Mohn
(or his proxy).
The Board of Directors proposes the following agenda:
1. Appointment of Frederik Mohn (or his proxy) as Chairperson of the Annual General Meeting
2. Approval of the Annual Report for 2013
3. Approval of re-appointment of PricewaterhouseCoopers Ltd (PwC) as Auditors of the
Company
4. Approval of remuneration of the Auditors
5. Approval of remuneration of the members of the Board of Directors
6. Approval of remuneration to members of the remuneration committee
7. Approval of the resignation of Mr Jon Chr Syvertsen as a member of the nomination/
election committee
8. Approval of appointment of Mr Johan Mikkelsen as member of nomination/ election
committee
9. Approval of remuneration to members of the election/nomination committee
* * **
A more detailed description and the background to items 1-9 and proposed resolutions are attached hereto
as Appendix 1.
Shareholders who wish to attend the Annual General Meeting, either in person or by proxy, are requested to
complete the notice of attendance or proxy form (which includes detailed instructions for the use of the form)
attached hereto as Appendix 2. Please return the notice of attendance or proxy form by regular mail, facsimile
or e-mail by 3rd June, 2014 at 10:00hrs (Cyprus time) to:
Songa Offshore SE
Attn.: Georgina Hanna Fotiou
P.O. Box 54023
3720 Limassol
Phone: +357 25207789
1
Facsimile: + 357 25311175
E-mail: [email protected]
Proxy may, if desirable, be given to Mr. Stian Tranmael (Finance Director) and a proxy need not be a
shareholder of Songa Offshore SE.
Shareholders are entitled to cast votes electronically before the meeting. Shareholders who wish to
exercise that right are requested to complete the document attached hereto as Appendix 3 and return by
3rd June 2014 at 10:00hrs (Cyprus time) in the same manner as set out above for the notice of attendance
or proxy form.
Songa Offshore SE is a European company subject to the rules of the European Council Regulation no.
2157/2001 of 8 October 2001 on the statute for a European company (SE) and Cypriot Laws. As of the
date of this notice, the Company has issued 873,912,544 shares, each of which represents one vote. The
shares also have equal rights in all other respects. For the purpose of this Annual General Meeting the
record date shall be the 2nd June 2014; only those members who are registered shareholders on that date
have the right to participate and vote at the meeting.
This notice and its appendices, as well as the company’s articles of association and the memorandum of
association, are also available at the Company’s homepage: www.songaoffshore.com.
Limassol, 14th May 2014
For the Board of Directors of Songa Offshore SE
Frederik Mohn
Chairperson of the Board
Appendices:
1. Background and proposed resolutions
2.
Notice of attendance and proxy form
3.
Casting votes electronically
2
Appendix 1
1. Appointment of Chairperson of the AGM
It is proposed that Frederik Mohn (or his proxy) be appointed as chairperson of the meeting.
ORDINARY RESOLUTION No. 1
THAT Frederik Mohn (or his proxy) be appointed as chairperson of the meeting.
2. Approval of the Annual Reports for 2013
The annual accounts, annual reports (including director’s report and auditors report) for the financial year
2013, including the consolidated accounts of the group are available at the Company’s website at
www.songaoffshore.com. Shareholders who wish to receive a copy of the annual accounts and annual
reports (including directors’ report and auditors report) for the financial year 2013 in electronic or printed
form are requested to contact the Company.
ORDINARY RESOLUTION No. 2
THAT the annual accounts and the annual reports for the financial year 2013 be approved.
3. Re-Appointment of PwC as Auditors of Company
The Board of Directors, on the recommendation of the Audit Committee, has proposed that PwC be reappointed as Auditors of the Company.
ORDINARY RESOLUTION No. 3
THAT PricewaterhouseCoopers Ltd be re-appointed as Auditors of the Company.
4. Remuneration of the Auditors
It is proposed that the remuneration of PricewaterhouseCoopers Ltd for the financial year 2013 be
approved by the Board of Directors in accordance with their terms of engagement.
ORDINARY RESOLUTION No. 4
THAT the remuneration of PricewaterhouseCoopers Ltd for the financial year 2013 be approved by the
Board of Directors.
5. Approval of remuneration to members of the Board of Directors
It is proposed that the General Meeting resolves the remuneration to the members of the Board of Directors
for the year 2014 as set out below. The level of the proposed remuneration has been proposed by the
nomination committee and is, to its knowledge, in accordance to market practice. It is noted that the new
chairperson of the Board of Directors, Mr Frederik Mohn, has indicated that he shall renounce his
remuneration for the year 2014.
It is proposed that the General Meeting resolves:
ORDINARY RESOLUTION No. 5
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THAT the annual fees set out below to be given to each of the members of the Board of Directors be and
are hereby approved pro rata to such period each member sits on the Board of Directors as follows:
from 1 January 2014 to 31 December 2014 each member of the Board of Directors (except its
Chairman Mr. Mohn and its member Mr. Mannering) shall receive remuneration of $70,000
Mr Mannering will receive a total remuneration of $150,000 as a member of the Board of Directors,
including his other tasks with committees and subsidiaries (but excluding his remuneration as a
member of the remuneration committee)
and THAT the renouncement by the new chairperson of the Board of Directors, Mr Frederik Mohn, to his
remuneration for the year 2014 be and is hereby acknowledged.
6. Approval of remuneration to members of remuneration committee
It is proposed that the General Meeting resolves the remuneration to the members of the remuneration
committee, for the year 2014 as set out herein. The level of the proposed remuneration is, to the
knowledge of the Board, in accordance to market practice.
It is proposed that the General Meeting resolves:
ORDINARY RESOLUTION No. 6
THAT the remuneration for each member of the remuneration committee be and is hereby approved pro
rata to such period each member sits on the committee as follows:
from 1 January 2014 to 31 December 2014 each committee member shall receive remuneration of
$7,000
from 1 January 2014 to 31 December 2014, the chairman of the committee shall receive
remuneration of $10,000
7. Approval of the resignation of Mr Jon Chr Syvertsen as a member of the nomination/ election
committee
The Company, as part of good corporate governance, has in operation an election or nomination committee
which consists of 3 members. The role of the committee is to make recommendations to the general
meeting on the appointment and removal of directors and level of their remuneration. In order to ensure
a degree of rotation of the membership of the Nomination Committee, such committee shall propose
replacements. Following a proposal for the replacement of Mr. Jon Chr Syvertsen, Mr. Jon Chr Syvertsen
has tendered his resignation to the Company conditional on its acceptance by the shareholders in General
Meeting.
ORDINARY RESOLUTION No. 7
THAT the resignation of Mr. Jon Chr Syvertsen from the election/nomination committee of the Company
be and is hereby approved.
8. Approval of appointment of members of nomination/election committee
Conditional upon the acceptance of the resignation of Mr. Jon Chr Syvertsen by the Company, it has then
been proposed by the nomination/election committee to replace Mr. Jon Chr Syvertsen with Mr. Johan
Mikkelsen, to hold office as a committee member until the next annual general meeting:
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Mr. Johan Kr. Mikkelsen (65) holds a Master of Science in Industry Chemistry from Norwegian Technical
University (NTH), Trondheim, Norway, and a Master of Science in Chemical Engineering, from University
of Wisconsin, USA. He has 34 years of experience from the oil and gas industry, responsible for refinery
including LPG (9 years), drilling (8 years) and offshore production, pipeline and terminal operations (17
years). For the last 15 years, his responsibilities have been at Senior Vice President level, heading
organizations up to 750 employees. Until March 2014, Mr Mikkelsen was employed by Statoil, and is now
working with Perestroika AS.
It is proposed that the General Meeting resolves:
ORDINARY RESOLUTION No. 8
THAT Mr. Johan Mikkelsen be appointed as member of the election/nomination committee of the Company
replacing Mr. Jon Chr Syvertsen.
9. Approval of remuneration to members of the election/nomination committee
It is proposed that the General Meeting resolves the remuneration to the members of the
election/nomination committee, being $7,000 to each member of the election/nomination committee and
$10,000 for the chairperson, pro rata to the period of each member’s appointment until the next AGM.
The level of the proposed remuneration is, to the knowledge of the Board, in accordance to market practice.
It is proposed that the General Meeting resolves:
ORDINARY RESOLUTION No. 9
THAT
remuneration
of
$10,000
for
the
chairperson
and
$7,000
for
each
member
of
the
election/nomination committee, in each case pro rata to the member’s period of appointment until the
next AGM, be and is hereby approved.
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Appendix 2
NOTICE OF ATTENDANCE – ANNUAL GENERAL MEETING 4TH JUNE 2014 OF SONGA OFFSHORE SE
Notice of your attendance at the Annual General Meeting of Songa Offshore SE on 4thh June 2014 can be given using
this notice. The notice should be sent to Songa Offshore SE so that it is received by the company by 3rd June 2014 at 10:00
hrs (Cyprus time).
Address:
Songa Offshore SE
Attn.: Georgina Hanna Fotiou
P.O. Box 54023
3720 Limassol
Phone: +357 25207789
Facsimile: + 357 25311175
E-mail: [email protected]
If you have registered but are unable to attend, you are entitled to appoint another person to attend the meeting on
your behalf by submitting a signed and dated proxy to the Company at the address set out above or to Mr. Stian
Tranmael (Finance Director) by 3rd June 2014 at 10:00 hrs (Cyprus time).
The undersigned will attend the Annual General Meeting of Songa Offshore SE on 4th June 2014 and (please tick):
Vote for my/our shares
Vote for shares pursuant to the enclosed proxy(ies)
Number of shares: ______________________________________________________
The name and address of the shareholder:
(please use capital letters)
_________
Date
___________________
place
_____________________________
signature of the shareholder*
*Please include title of authorised signatory and attach evidence of authority
6
PROXY – ANNUAL GENERAL MEETING 4TH JUNE 2014 OF SONGA OFFSHORE SE
Shareholders who are not able to attend the Annual General Meeting on 4th June 2014 may be represented by way of
proxy, in which case this proxy form may be used.
The undersigned shareholder in Songa Offshore SE hereby appoints (please tick):
Mr. Stian Tranmael (Finance Director), or the person he appoints
____________________________________
Name of proxy (please use capital letters)
and passport number
___________________________________
Address and contact details of proxy
as my/our proxy to vote in my/our name[s] and on my/our behalf at the annual general meeting of Songa Offshore
SE to be held on 4th June 2014, and at any adjournment of the meeting.
If the proxy form is submitted without stating the name of the proxy, the proxy will be deemed to have been given to
the Chairperson of the Board or the person he authorises.
This form is to be used in respect of the resolutions mentioned below as follows:
Item:
In favour
Against
Abstain
At the
proxy’s
discretion
1. Appointment of Frederik Mohn (or his proxy) as
Chairperson of the Annual General Meeting
2. Approval of the Annual Report for 2013
3. Approval of re-appointment of
PricewaterhouseCoopers Ltd (PwC) as Auditors of the
Company
4. Approval of remuneration of the Auditors
5. Approval of remuneration to members of the Board of
Directors
6. Approval of remuneration to members of the
remuneration committee
7.Approval of the resignation of Mr Jon Chr Syvertsen as
a member of the nomination/ election committee
8. Approval of appointment of Mr. Johan Mikkelsen as
member of nomination/ election committee
9. Approval of remuneration to members of the
election/nomination committee
Unless otherwise instructed, the proxy may vote as he thinks fit or abstain from voting.
Number of shares: ______________________________________________________
The name and address of the shareholder:
______________________________________________________________________
(please use capital letters)
_________
Date
_____________________
place
____________________________________
signature of the shareholder
If this proxy is given by signatory powers, please attach a certificate of registration, other evidence of authority.
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Appendix 3
CASTING VOTES ELECTRONICALLY – ANNUAL GENERAL MEETING 4TH JUNE 2014 OF SONGA OFFSHORE SE
Shareholders who are not able to attend the Annual General Meeting on 4th June 2014 may cast their votes
electronically in which case this form may be used.
The undersigned shareholder in Songa Offshore SE hereby uses this form to vote
on the resolutions mentioned below as follows (please tick):
Item:
In favour
Against
Abstain
At the
proxy’s
discretion
1. Appointment of Frederik Mohn (or his proxy) as
Chairperson of the Annual General Meeting
2. Approval of the Annual Report for 2013
3. Approval of re-appointment of
PricewaterhouseCoopers Ltd (PwC) as Auditors of the
Company
4. Approval of remuneration of the Auditors
5. Approval of remuneration to members of the Board of
Directors
6. Approval of remuneration to members of the
remuneration committee
7. Approval of the resignation of Mr Jon Chr Syvertsen
as a member of the nomination/ election committee
8. Approval of appointment of Mr. Johan Mikkelsen as
member of nomination/ election committee
9. Approval of remuneration to members of the
election/nomination committee
Number of shares: ______________________________________________________
The name and address of the shareholder:
______________________________________________________________________
(please use capital letters)
_________
Date
_____________________
place
____________________________________
signature of the shareholder*
* Please include title of authorised signatory and attach evidence of authority
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