Proposed board and nomination committee members
Stavanger, 26 March 2015: Reference is made to announcement of 6 March 2015 concerning notice to an extraordinary general meeting in Norwegian Energy Company ASA ("Noreco" or the Company") to be held tomorrow, Friday 27 March 2015, at 12:00 CET. The main purpose of the extraordinary general meeting is to appoint a new board that can reflect the shareholder base following conversion of bond debt completed on 24 March 2015.
On behalf of itself and in discussion with other large shareholders following the debt to equity conversion, Sparinvest S.A. has made the following proposal regarding the composition of the new board:
Silje Augustson, chair (re-elected)
Riulf Rustad, board member (new)
Julian Balkany, board member (new)
Andreas Greve-Isdahl, alternate board member (re-elected)
Riulf Rustad (52) is a Norwegian citizen residing in Norway. He has been investment director with Storebrand and has since 2000 been an investor with investments in various sectors such as oil & gas and oil services. Rustad holds various board positions including companies quoted on Oslo Børs.
Julian Balkany (34) is a French citizen residing in London. He has been managing director of Nanes Delorme Capital Management LLC and has since October 2014 been a non-executive Chairman of Panoro Energy which is publicly listed on Oslo Børs. He holds various other positions in the oil and gas sector.
The remuneration of the members of the board will remain at the present level pending further discussion and assessments together with the new nomination committee. Any revised compensation structure will be proposed at the upcoming annual general meeting. However, with respect to Riulf Rustad it is the intention that the Company and the board will separately engage him on a consultancy basis through his company at NOK 2 000 per hour (excluding VAT) in respect of such engagement. He will additionally be expected to be compensated for a sale of certain assets in the range of NOK 500 000 to NOK 1 000 000. He will also be expected to receive 1% of net insurance proceeds received by the Company's bondholders and/or shareholders.
With respect to the composition of the nomination committee, it is proposed that the following be elected to comprise such:
Richard Sjøqvist, chair (new)
Lars Purlund (new)
Kristian Utkilen (re-elected)
Richard Sjøqvist (51) is a Norwegian citizen residing in Norway. He is a board member and partner in the lawfirm BA-HR DA.
Lars Purlund is a Danish citizen residing in Denmark. He is a representative of Sparinvest S.A. Sparinvest S.A. holds 14.65 % of the outstanding shares in Noreco.
The above proposals have been sent to the current nomination committee. In light of the above, the nomination committee will not make any separate proposal to the general meeting.
In addition to the above proposed changes to the Company's board, representatives of the NOR06 bond issued by Noreco Norway AS has proposed that Roar Flom be appointed to the board of Noreco Norway AS as an independent director. Roar Flom (60) is a Norwegian citizen residing in Norway. He has been CFO of Leif Høegh & Co ASA and has his background from Saga Petroleum and banking. He currently holds various positions as board member, hereunder Höegh LNG AS and Den Norske Krigsforsikring for Skib. The potential appointment of Flom will be considered by the new board of the Company once appointed and ultimately in a general meeting in Noreco Norway AS.