NOTICE OF AN ANNUAL GENERAL MEETING by sot11826

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									                           NOTICE OF AN ANNUAL GENERAL MEETING

                                                        IN

                                         SONGA OFFSHORE SE




An Annual General Meeting in Songa Offshore SE will be held at the offices of Songa Offshore SE in:

        25 Kolonakiou Street, Zavos Kolonakiou Centre, Block B, Flat 101, 4103 Limassol

                                        30 April 2010 at 14.00 hrs

The Annual General Meeting will be opened by the Chairman of the Board of Directors, Arne Blystad. The
Board of Directors, including the Chairman of the Board, has by unanimous decision elected that Nancy
Charalambous chair the Annual General Meeting.

The Board of Directors proposes the following agenda:

        1. Approval of the Annual Reports

        2. Approval of re-appointment of Deloitte & Touche Ltd. as auditors of the Company

        3. Approval of Remuneration of the Auditors

        4. Appointment of Asbjørn Vavik as a new member of the Board of Directors

        5.   Approval of Remuneration to members of the Board of Directors

        6.   Approval of amendments to and replacement of the Articles of Association

        7.   Appointment of members to the Audit Committee

                                                       * * **

A more detailed description and the background to items 1-7 and proposed resolutions is 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 28 April at 14.00 hrs CET to:

Songa Offshore SE
Attn.: May Storaune
P.O. Box 54023
3720 Limassol
Phone: +357 25207789
Facsimile: + 357 25311175
E-mail: mst@songa.no

Proxy may, if desirable, be given to the Chairman of the Board Arne Blystad and a proxy need not be a
shareholder of Songa Offshore SE.
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 the Cypriot Company
Law. As of the date of this notice, the Company has issued 167,712,544 shares, each of which
represents one vote. The shares have equal rights also in all other respects.

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.no.




                                          Limassol, 8 April 2010

                             For the Board of Directors of Songa Offshore SE




                                        ____________________
                                               Arne Blystad
                                          Chairman of the Board




Appendices:

    1. Background and proposed resolutions

    2.   Notice of attendance and proxy form
                                                                                              Appendix 1

1. Approval of the Annual Reports


The annual accounts, annual report and auditor’s report for the financial year 2009, including the
consolidated accounts for the group, are available at the Company’s website at www.songaoffshore.no.
Shareholders who wish to receive a copy of the annual accounts, annual report and auditor’s report for the
financial year 2009 by mail are requested to contact the Company.

It is proposed that the General Meeting resolves:



                                    ORDINARY RESOLUTION No. 1

THAT the annual accounts and annual report for 2009 be and is hereby approved.



2. Re-appointment of Deloitte & Touche Ltd. as auditors of the Company


It is proposed that the General Meeting resolves:



                                    ORDINARY RESOLUTION No. 2

THAT Deloitte & Touche Ltd., Maximos Plaza, Tower 1, 3rd floor, 213 Arch. Makarios III Avenue, CY-
3105 Limassol, Cyprus, be re-appointed as auditors of the Company.

3. Remuneration of the auditors


It is proposed that the General Meeting resolves:

                                    ORDINARY RESOLUTION No. 3

THAT the remuneration for Deloitte & Touche Ltd. as auditors of the Company for the financial year
2009 be approved as per their invoice.



4. Appointment of Asbjørn Vavik as a new member of the Board of Directors


Trond Christensen has informed the Board of Directors that he, as of 30 April 2010, will resign from the
Board of Directors. Trond Christensen will continue to work in Songa Offshore SE as Chief Operating
Officer.


It is proposed that Asbjørn Vavik, the Company’s Chief Executive Officer, is elected as board member to
replace Trond Christensen.


It is proposed that the General Meeting resolves:

                                    ORDINARY RESOLUTION No. 4

THAT Mr Asbjørn Vavik, of Norway with Norwegian passport number 20429084 be appointed as a new
member of the board of directors with effect as of the conclusion of the Annual General Meeting.
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 as set out below. The level of the proposed remuneration is, to the knowledge of the Board, in
accordance with market practice.

It is proposed that the General Meeting resolves:

                                     ORDINARY RESOLUTION No. 5

THAT the annual fees set out below to be given to each of the members of the board of directors be
approved in accordance to the period each such member sits on the board of directors as follows:

     from 1 January 2009 to 17 February 2009

        Mr Jon Christian Syvertsen    NOK 42,000

        Mrs Anette Mellbye            NOK 42,000

        Mr Gunnar Hvammen             NOK 42,000

     from 1 January 2009 to 31 December 2009

        Mr Arne Blystad               NOK 350,000

        Mrs Valborg Lundegaard        NOK 250,000

     from 17 February 2009 to 31 December 2009

        Mr Erik Østbye                NOK 208,000

        Mr Trond Christensen          NOK 208,000

        Mrs Nancy Charalambous        NOK 208,000

6. Proposed amendment to and replacement of the Articles of Association

Pursuant to Cyprus law (Law N.42(I)/2009, which implements the EU directive 2006/43/EC on statutory
audits of annual accounts and consolidated accounts), the Company is required to establish an audit
committee. The Board proposes to amend the Articles of Association to provide for such an audit
committee.

The Board also proposes to make certain other amendments to the Articles of Association to comply with
generally accepted principles for good corporate governance, including provisions for the general
meeting to elect the chairman of the Board of Directors.

The main amendments proposed to the Articles of Association are as follows:

(i) amendment to regulation 95 of the Articles so that the Chairperson of the Board of Directors be
     appointed by the General Meeting rather than the Board of Directors;

     Regulation 95 proposed to be amended to read as follows: The General Meeting shall appoint 1
     Director as the “Chairperson” and may at any time remove him from that office. The Chairperson
     shall preside at every Board Meeting he attends. If there is no Chairperson appointed or if the
    Chairperson is unwilling to preside or is not present within 5 minutes after the time appointed for
    holding the meeting, the Directors present may appoint 1 of them to preside at the Board Meeting.



(ii) amendment to regulations 53 and 54 of the Articles so that the Chairperson of the General Meeting
    be appointed by the General Meeting.

     Regulation 53 proposed to be amended to read as follows: The Chairperson (if any appointed) shall
     open and preside at every general meeting he attends until a Chairperson GM has been appointed
     by the General Meeting in accordance with Regulation 54. If no Chairperson is appointed or the
     Chairperson is not present at the general meeting within 15 minutes from the time appointed for
     holding the meeting or if he is not willing to preside at the meeting the Directors present may
     appoint a Director present and willing to act to open and preside at the meeting until a Chairperson
     GM has been appointed by the General Meeting in accordance with Regulation 54.

     Regulation 54 proposed to be amended to read as follows: At every general meeting, the Members
     present shall appoint a Member (or his Proxy) as “Chairperson GM” to preside at the meeting.



(iii) amendment to regulation 92 of the Articles so that a Director who has a direct or an indirect interest
    in a matter put to vote at a Board Meeting will not have the right to vote or be counted in the
    quorum for the meeting despite having made disclosure in accordance to Cyprus law and the
    Articles.

    Regulation 92 proposed to be amended to read as follows: Except as otherwise provided by the
    Applicable Law, and notwithstanding disclosure being made in accordance with the Articles, a
    Director may not vote as a Director on a resolution concerning any matter in which he has, directly
    or indirectly, an interest or duty and, if he votes, his vote shall not be counted and he shall not be
    counted in the required quorum when that resolution or matter is put before the Board of Directors.



(iv) insertion of new regulations 98A and 98B to include provisions for the set up of an audit committee.
    Regulations 98A and 98B to read as follows:



                                              AUDIT COMMITTEE



   98A The General Meeting may by ordinary resolution appoint three persons willing to act to
   constitute an audit committee (the „Audit Committee‟). The members of the Audit Committee must
   be consistent of at least two non-executive Directors and one other member who is independent of
   the Company (not being an employee or director) and who has sufficient knowledge in accounting or
   auditing. The members of the Audit Committee are appointed for a period of one year and thereafter
   will be eligible for re-appointment. The General Meeting may by ordinary resolution remove or
   replace the persons appointed to the Audit Committee. The proceedings of the Audit Committee
   shall, unless otherwise provided by the General Meeting, be governed by the Regulations regulating
   the proceedings of the Board of Directors so far as they are capable of applying.

    98B The Audit Committee shall undertake the following:

     a) carry out preparatory work for the Board‟s monitoring of the financial reporting;

     b) monitor the Company‟s systems for internal control and risk management, and the Company‟s
    internal audit function;
    c) maintain regular contact with the Company‟s elected auditor in respect of the statutory audit of
    the annual accounts;

    d) review and monitor the independence of the auditor, and in particular the extent to which
    services other than statutory audit provided by the auditor or audit firm represent a threat to the
    auditor‟s independence; and

    (e) issue a recommendation to the Board on the election of the auditor, and this recommendation
    shall be put before the General Meeting prior to such election.



(v) the amendment of the definitions ‘Committee’ and ‘Committee Meeting’ in Regulation 1 of the
    Articles to read as follows:

    „Committee‟ has the meaning given in Regulation 80 and Regulation 98A and the word „Committees‟
    shall be construed accordingly;

    „Committee Meeting‟ means a meeting of Directors or other persons who constitute a Committee
    and the expression „Committee Meetings‟ shall be construed accordingly;




All the proposed amendments to the Articles of Association and the proposed new Articles of Association
are available at the Company’s website at www.songaoffshore.no.

It is proposed that the General Meeting resolves:

                                        SPECIAL RESOLUTION No. 1

THAT the Articles of Association be replaced in their entirety with the Articles of Association as the same
appear at the Company’s website at www.songaoffshore.no.


7. Appointment of members to the Audit Committee


It is proposed that Nancy Charalambous, Erik Østbye and Sunniva Rudstrøm are appointed as members
of the Audit Committee. Nancy Charalambous and Erik Østbye are non-executive Directors of the
Company, while Sunniva Rudstrøm is independent of the Company.


Sunniva Rudstrøm works as CFO in Offshore Heavy Transport AS (previously Ocean HeavyLift ASA, listed
on the Oslo Stock Exchange in 2007-2008). Rudstrøm has long experience from various positions in
Norsk Hydro and Yara International. From 2001-2006 she was Director Finance & Business
Administration in Hydro Formates/Yara Formates. Rudstrøm graduated from the Norwegian School of
Management, BI in 1989. Rudstrøm resides in Oslo, Norway.


It is proposed that the General Meeting resolves:

                                      SPECIAL RESOLUTION No. 2

THAT Nancy Charalambous, Erik Østbye and Sunniva Rudstrøm be appointed as members of the Audit
Committee with effect as of the conclusion of the Annual General Meeting.
                                                                                                          Appendix 2

NOTICE OF ATTENDANCE – ANNUAL GENERAL MEETING 30 APRIL 2010 OF SONGA
OFFSHORE SE

Notice of your attendance at the Annual General Meeting of Songa Offshore SE on 30 April 2010 can be given using
this notice. The notice should be sent to Songa Offshore SE so that it is received by the company by 28 April at 14.00
hrs CET.

Address:

Songa Offshore SE
Attn.: May Storaune
P.O. Box 54023, 3720 Limassol
Facsimile: + 357 25311175
E-mail: mst@songa.no

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 the Chairman
of the Board Arne Blystad by 28 April at 1400 hrs CET.

The undersigned will attend the Annual General Meeting of Songa Offshore SE on 30 April 2010 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
PROXY – ANNUAL GENERAL MEETING 30 APRIL 2010 OF SONGA OFFSHORE SE
Shareholders who are not able to attend the Annual General Meeting on 30 April 2010 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):

       The Chairman of the Board, Arne Blystad, or the person he appoints

       ____________________________________
        Name of proxy (please use capital letters)


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 30 April 2010, 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 Chairman 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. Approval of the Annual Reports                                                                       
2. Re-appointment of Deloitte & Touche Ltd as auditors of                                               
Company


3. Approval of remuneration to the auditors                                                             
4. Appointment of Asbjørn Vavik as a new member of the                                                  
Board of Directors
5. Approval of remuneration to members of the Board of                                                  
Directors
6. Approval of amendments to and replacement of the                                                     
Articles of Association
7. Appointment of Nancy Charalambous, Erik Østbye and                                                   
Sunniva Rudstrøm as members to the Audit 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.

								
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