SIEM
Offshore
70
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
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 Siem 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.
At the Annual General Meeting held on 29 April 2021
it was resolved to increase the authorised share capital of the
Company from USD15,000,000 divided into 1,500,000,000
Common Shares of par value USD0.01 each to
USD300,000,000 divided into 30,000,000,000 Common
Shares of par value USD0.01 each, by the creation of an
additional 28,500,000,000 Common Shares of par value
USD0.01 each which shall rank pari passu in all respect with
the existing Common Shares.
On 31 May 2021 a reverse split 100:1 was
implemented. The Company’s authorized capital following the
reverse split, is USD300,000,000 divided on 300,000,000
shares, each with a nominal value of USD 1.00. The Company
has issued 238,852,052 shares. There are 61,147,948
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
Siem Offshore, at nominal value USD1.00 each, are freely
tradable and carry equal rights with no restrictions on voting.
Siem Sustainable Energy S.a r.l, which owns 33.6%
of the Company, is represented by its ultimate owner Siem
Industries S.A by its Chairman Kristian Siem on the Board of
Directors. The Company pays 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 at
the registered office of Siem Capital UK Limited, 40 Brighton
Road, Sutton, SM2 5BN, England on 10 May 2023, at 01:00 PM
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 17 days prior to meeting
date. Notice of attendance by proxy is to be provided to the
offices of Siem Offshore AS at Nodeviga 14, P.O. Box 425,
Kristiansand 4664, Norway, email: info@siemoffshore.com, not
less than 24 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
did in 2021 appoint 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