Prosafe : Notice of Annual General Meeting – 5 May 2021 (English)

Notice of Annual General Meeting of Shareholders

Notice is hereby provided that the Annual General Meeting (“Annual General Meeting“) of Prosafe SE (the “Company“) will likely be held at 09.00 a.m. CEST on 5 May 2021 on the places of work of Advokatfirmaet Schjødt AS at Ruseløkkveien 14 in Oslo, Norway.

Due to the extraordinary scenario brought on by the Covid-19 pandemic, the Board urges shareholders to vote electronically prematurely or submit proxy types, and never attend the assembly in particular person.

The Board of Directors (the “Board“) has proposed the next agenda:

1. 1. Opening and registration of attending shareholders
   2. Appointment of the chair of the Annual General Meeting and an individual to co-sign the minutes
   3. Approval of the discover and agenda of the assembly
   4. Approval of the Company’s 2020 annual monetary statements and Board report
   5. Approval of the auditors’ price for the 12 months ended 31 December 2020
   6. Amendment of the Articles of Association
   7. Election of members to the Board
   8. Approval of remuneration of the members of the Board
   9. Election of members of the Nomination Committee
   10. Approval of the remuneration of the members of the Nomination Committee
   11. Consideration of the Board’s report on Executive Remuneration
   12. Consideration of the Board’s report on Corporate Governance
2. Opening and registration of attending shareholders
   Chair of the Board, Glen Ole Rødland, or somebody appointed by him, will open the General Meeting. An inventory of attending shareholders will likely be made.
3. Appointment of chair of the Annual General Meeting and an individual to co-sign the minutes
   The Board proposes that Glen Ole Rødland is elected to chair the General Meeting. One particular person attending the General Meeting will likely be proposed to co-sign the minutes.
4. Approval of the discover and agenda of the assembly
   The Board proposes that the General Meeting makes the next decision: “The discover and the agenda are authorized”.

1. Approval of the Company’s 2020 annual monetary statements and Board report
   The annual monetary statements and the report of the Board for the 12 months ended 31 December 2020, along with the audit report, have been printed on 26 March 2021 and can be found on the Company’s web site www.prosafe.com. The Board proposes that the General Meeting makes the next decision: “The General Meeting approves the Board’s report and the Company’s monetary statements for 2020.
2. Approval of the auditors’ price for the 12 months ended 31 December 2020
   Note 6 to the Company’s monetary statements present particulars on charges to the auditor for the 2020 monetary 12 months. The Board proposes that the General Meeting makes the next decision: “The General Meeting approves the auditor charges for 2020.”
3. Amendment of the Articles of Association
   Pursuant to the Company’s Articles of Association part 5, second paragraph, the Board shall consist of between three and 7 members. To align with the Company’s apply of electing administrators yearly, the Board proposes that the General Meeting resolves to amend part 5, second paragraph, to learn as follows: “The firm’s board of administrators shall consist of between three and 7 members who’re elected for a time period of as much as two years.”
4. Election of members to the Board
   Reference is made to the Nomination Committee report made obtainable on the Company’s web site www.prosafe.com. Based on the report, it’s proposed that the next be appointed:
5. 1. Re-electionof Glen Ole Rødland as chair of the Board for a interval of one 12 months.
   2. Re-electionof Birgit Aagaard-Svendsen as a member of the Board for a interval of one 12 months.
   3. Re-electionof Nina Udnes Tronstad as a member of the Board for a interval of one 12 months.
   4. Re-electionof Alf C Thorkildsen as a member of the Board for a interval of one 12 months.
6. Approval of remuneration of the members of the Board
   Reference is made to the Nomination Committee report made obtainable on the Company’s web site www.prosafe.com, and the proposal set out therein.
7. Election of members of the Nomination Committee
   Reference is made to the Nomination Committee report made obtainable on the Company’s web site www.prosafe.com. Based on the report, it’s proposed that the next be appointed:
8. 1. Re-electionof Mr. Thomas Raaschou for a interval of one 12 months.
   2. Re-electionof Mrs. Annette Malm Justad for a interval of one 12 months.
9. Approval of the remuneration of the members of the Nomination Committee
   Reference is made to the Nomination Committee report made obtainable on the Company’s web site www.prosafe.com, and the proposal set out therein.
10. Consideration of the Board’s report on Executive Remuneration
    In accordance with part 6-16a of the Norwegian Public Limited Companies Act and ancillary laws, the Board has prepared a report on Executive Remuneration made obtainable on the Company’s web site www.prosafe.com.
11. Consideration of the Board’s report on Corporate Governance
    In accordance with the Norwegian accounting Act part 3.3 (b), the Board has ready a report on Corporate Governance, included within the 2020 monetary statements. The report just isn’t topic to a vote.

Due to the extraordinary scenario brought on by the Covid-19 pandemic, the Board urges shareholders to vote electronically prematurely or submit proxy types previous to the assembly, and never attend the assembly in particular person.

Attendance and proxy

Shareholders who want to attend the assembly should notify the Company of their intention to attend by 9 a.m. CEST on 4 May 2021 by returning the enclosed type.

A shareholder entitled to attend and vote on the Annual General Meeting both in particular person or by proxy is requested to finish the discover of attendance or proxy type (if with out voting directions) hooked up in Appendix 1, or if the proxy shall be given with voting directions, then to finish the shape hooked up in Appendix 2. Please return the discover of attendance or proxy type, with or with out voting directions (along with any supporting paperwork) by 9 a.m. CEST on 4 May 2021, in accordance with the directions set out in Appendix 1 or 2. Proxy might, if fascinating, be given to Mr. Glen Ole Rødland (Chair). A proxy doesn’t want be a shareholder of the Company.

Voting by means of digital communication previous to the overall assembly

Shareholders not current on the basic assembly in particular person or proxy might previous to the overall assembly additionally forged votes on every agenda merchandise through the corporate’s web site – www.prosafe.comor through “VPS Investortjenester” (VPS Investor providers). (PIN-code and reference quantity from the Notice of Attendance is required). The deadline for prior voting is 09.00 a.m. CEST on 4 May 2021. Until the deadline, votes already forged could also be modified or withdrawn. Votes already forged previous to the overall assembly will likely be thought of withdrawn within the occasion a shareholder attends the overall assembly in particular person or by proxy.

* * * * *

A shareholder can not demand new objects to be added to the agenda when the deadline for such request has expired, cf. part 5-11 of the Norwegian Public Limited Companies Act. A shareholder might, nonetheless, make proposals for a decision relating to the objects which will likely be thought of by the General Meeting. A shareholder might in accordance with part 5-15 of the Norwegian Public Limited Companies Act additionally require board members and the CEO to offer vital data to the General Meeting that will affect e.g. the approval of the annual accounts and the annual report, the objects which have been offered to the shareholders for choice and the Company’s monetary place.

The Company at the moment has 82,464,212 atypical shares issued and excellent, and every share confers the best to 1 vote on the General Meeting. In order to be entitled to vote on the Annual General Meeting, a shareholder have to be registered because the authorized proprietor of the shares within the register of shareholders of the Company with the Norwegian VPS as of 4 May 2021.

This notice, its appendices and the Company’s Articles of Association, can be found on the Company’s web site at www.prosafe.comfrom the date of this discover.

Appendices:

The following paperwork are hooked up to this discover:

1. Notice of Attendance on the Annual General Meeting / Proxy
2. Detailed Voting Instructions

In addition, the next paperwork have been made obtainable on www.prosafe.com:

1. Annual report and monetary statements for the monetary 12 months ended 31 December 2020
2. Board of Directors’ Report on Executive Remuneration
3. Nomination Committee Report
4. Draft up to date Articles of Association

The discover and the above talked about paperwork will likely be obtainable additionally upon request to Karine Cosemans by phone +47 51 64 25 34 or by e-mail[email protected]

12 April 2021

The Board of Directors of Prosafe SE

APPENDIX 1 – NOTICE OF ATTENDANCE AT THE ANNUAL GENERAL MEETING / PROXY

Notice of Annual General Meeting

An Annual General Meeting of PROSAFE SE will likely be held on 5 May 2021 at at 09.00 a.m. CEST on the places of work of Advokatfirmaet Schjødt AS in Ruseløkkveien 14, Oslo, Norway

If the above-mentioned shareholder is an enterprise, it is going to be represented by:

_____________________________________________

Name of enterprise’s consultant

(To grant a proxy, use the proxy type beneath)

Notice of attendance/voting previous to the assembly

The undersigned will attend the Annual General Meeting on 5 May 2021 and vote for:

		Own shares
		Other shares in accordance with enclosed Power of Attorney
A complete of		Shares

This discover of attendance have to be acquired by DNB Bank ASA no later than 09.00 a.m. CEST on 4 May 2021.

Notice of attendance could also be despatched electronically by means of the Company’s web site www.prosafe.comor by means of VPS Investor Services. Advance votes might solely be forged electronically, by means of the Company’s web site www.prosafe.comor by means of VPS Investor Services no later than 9.00 a.m. CEST on 4 May 2021. To entry the digital system for notification of attendance and advance voting by means of the Company’s web site, the above-mentionedreference quantity and PIN code have to be said.

Notice of attendance might also be despatched by e-mail to [email protected]or by common mail to DNB Bank ASA, Registrar’s Department, P.O.Box 1600 Sentrum, 0021 Oslo, Norway.

______________________________	___________	____________________________________
Place	Date	Shareholder’s signature
		(If attending personally. To grant a proxy, use the
		proxy type)

Proxy (with out voting directions) Annual General Meeting of PROSAFE SE

This proxy type is for use for a proxy with out voting directions. To grant a proxy with voting directions, please full Appendix 2.

If you’re unable to attend the Annual General Meeting in particular person, this proxy could also be utilized by an individual authorised by you, or you could ship the proxy with out naming the proxy holder, in such case, the proxy will likely be deemed to be given to the Chair of the Board of Directors or an individual authorised by him.

The proxy type needs to be acquired by DNB Bank ASA, Registrar’s Department no later than 09.00 a.m. CEST on 4 May 2021.

The proxy could also be despatched electronically by means of Prosafe SE’s web site www.prosafe.com,or by means of VPS Investor Services. It might also be despatched by e-mailto [email protected]or by common mail to DNB Bank ASA, Registrar’s Department, P.O. Box 1600 Sentrum, 0021 Oslo, Norway.

The undersigned: _____________________________________

		Own shares
		Other shares in accordance with enclosed Power of Attorney
A complete of		Shares

hereby grants (tick one of the three bins):

• the Chair of the Board of Directors (or an individual authorised by him), or
• Jesper Okay. Andresen, CEO (or an individual authorised by him), or
• _____________________________________________

(Name of proxy holder in capital letters)

a proxy to attend and vote for my/our shares on the Annual General Meeting of Prosafe SE on 5 May 2021.

______________________________	___________	____________________________________
Place	Date	Shareholder’s signature
		(Signature solely when granting a proxy)