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Sea1 Offshore Inc. Annual Report 2024
Management, considering existing conditions and arrangements. At
present, priorities for the use of funds in order of importance are
vessels operations and maintenance, repayment of debt, investment
opportunities in the business and the return of capital to the
shareholders in form of share buy-back or dividends.
The Board’s mandate to increase the Company’s
share capital is
limited only to the extent of the authorized share capital of the
Company with certain pre-emption rights for shareholders and in
accordance with the Company’s Memorandum and Articles of
Association which complies with Cayman Islands Law.
Under the Articles of Association, the Board can issue new
shares, convertible bonds or warrants at any time within the limits of
the authorized capital without the consent of the General Meeting,
but with pre-emption rights for shareholders. A General Meeting has
further authorized the Board to issue new shares without pre-
emption rights to all shareholders up to a limit of 50% of Sea1
Offshore’ shares at the time the authorization was given. The
authority gives the Board flexibility to finance investments,
acquisitions, and other business combinations on short notice
through the issue of shares or certain other equity instruments in the
Company. Furthermore, the Board considers the granting of a new
standing authority at the time of holding an Annual General Meeting
rather than convening an Extraordinary General Meeting at some
future time to be in the best interests of the Company,
as this will
result in cost savings and more effective time management for both
the Company’s senior management and its Shareholders.
The Company’s authorized capital is USD 300,000,000 divided on
300,000,000 shares, each with a nominal value of USD 1.00. Per 31
December 2023, the Company had issued 238,852,052 shares.
Following the sale of the 9 vessels to Siem, the Company received
85,307,737 shares. These shares were cancelled with immediate
effect. Following the cancellation of another 581 single shares
without ownership, the Company has an issued share capital of USD
153,543,734 divided into 153,543,734 shares, each with a par value
of USD 1. There are 146,456,266 authorized, but unissued shares
that can be issued by the Board.
Equal Treatment
of Shareholders, Freely Tradable
Shares
and Transactions
with Related Parties
The Company is committed to ensuring that all shareholders of the
Company are treated equally and all the issued shares in Sea1
Offshore, at nominal value USD 1.00 each, are freely tradable and
carry equal rights with no restrictions on voting.
Kistefos AS, which owns 51.83% of the Company, is the ultimate
parent company with Chairman Christen Sveaas on the Board of
Directors. The previous owner,
Siem Sustainable S.a.r.l.
and it's
parent Siem Industries and it's related companies are also defined as
related parties for the period before the transaction took place 5 July
2024. The Company paid an annual fee to Siem Industries S.A. as
compensation for directorships, provision of an office and presence
in the Cayman Islands and other services. The fee is adopted by the
Annual General Meeting based on a recommendation from the
independent Board Members. Related party transactions are
disclosed in the notes to the accounts.
Freely Negotiable Shares
All the shares in the Company carry equal rights and are freely
negotiable. The shares are traded according to normal market
practice and no special limitations on transactions have been laid
down in the Articles of Association.
General Meetings
The Annual General Meeting of the Company will be held in London,
UK on 25 April 2025, at 13:00 UK local time and Shareholders can be
represented by proxy.
Notices of general meetings and related
documents are made available to shareholders at the latest 16 days
prior to meeting date. Notice of attendance by proxy is to be
deposited at the offices of Nordea Bank Abp, filial I Norge, Issuer
Services, PO Box 1166 Sentrum, 0107 Oslo, Norway, e-mail:
nis@nordea.com, marked for the attention of The Secretary,
Sea1
Offshore AS, not less than 48 hours prior to the stated time of the
Annual General Meeting. Shareholders are given the opportunity to
vote on the election of board members.
Nomination Committee
The appointment of a nomination committee is not a requirement
under Cayman Islands Law. However,
the Board appointed a
Nomination Committee, represented by three Board members.
Board of Directors; Composition and
Independence
In the nominations to the Board of Directors, the Board consults with
the Company’s major shareholders and ensures that the Board is
constituted by Directors with the necessary expertise and capacity.