SHELF DRILLING, LTD. (THE “COMPANY”)
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NOTICE is hereby given that an Extraordinary General Meeting of the Company (the “Meeting”) will be held on Tuesday, January 7, 2025 at the offices of Conyers Dill & Pearman, SIX, 2nd Floor, Cricket Square, 171 Elgin Ave, George Town, Grand Cayman, Cayman Islands at 9:00 am (Cayman Islands time) for the purpose of considering and, if thought fit, passing the resolutions in items 1 to 3 below.
Following engagement with certain of its major shareholders, the Company is proposing certain changes to its governance practices related to the Board of Directors, executive management compensation, and general meeting procedures. Such changes align with the Norwegian Code of Practice for Corporate Governance and aim to establish a balanced and transparent approach that aligns with the Company’s business strategy and long-term interests. The major shareholders involved in the process have confirmed their intention to vote in favor of all proposals.
- AMENDING MEMORANDUM AND ARTICLES OF ASSOCIATION
That, as Special Resolution, the existing Eleventh Amended and Restated Memorandum and Articles of Association of the Company currently in effect, be amended and restated by their deletion in their entirety and substituted in their place the Twelfth Amended and Restated Memorandum and Articles of Association of the Company annexed hereto.
Reference is made to the redline comparison document annexed hereto as Annexure 1 showing the proposed changes to the Eleventh Amended and Restated Memorandum and Articles of Association.
A summary of the key changes to the Memorandum and Articles of Association are set out below:
- Changes to practices related to the board
a. The Chair of the board of Directors shall be elected by the general meeting, and Directors shall be elected annually at the annual general meeting.
b. The Company shall have a Nomination Committee who are elected by the general meeting. The Nomination Committee shall make recommendations for the election/remuneration of Directors and members of the Nomination Committee. The Nomination Committee may not be comprised of any executive of the Company, nor any Director who is standing for re-election to the board of Directors.
c. Directors who have a conflict of interest may not participate in board discussions or votes on the relevant matter.
d. The provisions granting a Principal Shareholder special rights to appoint Directors and observers are removed.
- Changes to practices related to executive compensation
a. The board of Directors shall put in place comprehensive and transparent guidelines for the compensation of the CEO, key executives, and Directors as outlined in a “Remuneration Statement”, which is subject to shareholder approval at the general meeting.
b. An annual “Remuneration Report” detailing the compensation given to senior executives and Directors according to the Remuneration Statement shall be prepared by the board of Directors. This report shall be presented for a non-binding advisory vote by shareholders at each annual general meeting.
- Changes to practices related to the general meeting
a. The role of chairman for general meetings may now be appointed by the shareholders in the general meeting itself by Ordinary Resolution.
b. Minutes from the Company’s general meetings shall be made publicly accessible on the Company’s website.
- REMUNERATION REPORT AND REMUNERATION STATEMENT
Subject to and conditional upon the passing of the above Special Resolution, as Ordinary Resolution:
A. The board of Directors shall prepare a comprehensive Remuneration Report as set out in Article 46 of the Company’s Twelfth Amended and Restated Memorandum and Articles of Association for the fiscal year 2023, and publish such report no later than 60 calendar days following the date of the EGM.
B. The board of Directors shall publicly announce a proposal for a Remuneration Statement as outlined in Article 45 of the Company’s Twelfth Amended and Restated Memorandum and Articles of Association at the latest 21 calendar days prior to the Annual General Meeting in 2025.
- NOMINATION COMMITTEE CANDIDATES
Subject to and conditional upon the passing of the above Special Resolution, as Ordinary Resolution, that the following individuals be appointed as members of the Company’s Nomination Committee in accordance with Article 37.3 of the Company’s Twelfth Amended and Restated Memorandum, with effect from the date of the EGM: (i) Ryan E. Schedler (Chair); (ii) Manuel Garcia; and (iii) David A. Castle.
Biographies of the candidates are set forth below:
Mr. Schedler is a partner, and Portfolio Manager of Condire Investors, LLC, a firm he founded in 2012. He has spent 30 years in the Natural Resource and related industries primarily in Texas and New York. He started his career as a field engineer, and received a Chemical Engineering degree from Lafayette College and an MBA from Harvard Business School.
Mr. Garcia is currently a Managing Director of Anchorage Capital Advisors, L.P. (“Anchorage”) and has been with the firm since 2019. Mr. Garcia is responsible for the firm’s investments across various sectors, including Industrials and Financials. Prior to joining Anchorage, Mr. Garcia was a Partner at Gladwyne Investments in London. Before that, Mr. Garcia was a Managing Director of Goldman Sachs, where he spent 14 years in various investing roles in London and New York.
Mr. Castle is a senior officer of both Castle Harlan and Branford Castle. He is a graduate of the Cornell Law School and is licensed to practice law in New York. He graduated Phi Beta Kappa from Skidmore College and has served on its board. He has been in the private equity business since the 1990s and is 58 years old.
By Order of the Board.
Kate Weir
Secretary
Date: December 17, 2024
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