GC Rieber Shipping ASA ("The Company") is holding its Annual General Meeting on Thursday 3 April 2008 at 2pm at Solheimsgaten 13, 6th floor, Bergen (Motorhallen).
The AGM will be opened by the chairman of the board taking a register of attending shareholders.
Agenda:
1 Election of a chairman of the meeting and of an additional shareholder, who shall sign the minutes of the Annual General Meeting together with the chairman.
2 Approval of the notice and agenda.
3 Approval of the annual financial statement for the Company and for the group for the accounting period 1 January 2007-31 December 2007
4 Approval of the annual report.
5 The board's statement on salaries and other remuneration for key employees and the AGM's advisory vote on the matter.
The board is putting the following declaration to an advisory vote by the AGM: "The purpose of this declaration is to outline the guiding principles for the Company's payment of salaries and other remuneration to key employees cf. the Public Limited Liability Companies Act §6-16 a.
Key employees shall be offered competitive terms in order to ensure continuity at management level and to allow the company to recruit qualified personnel in key positions. By competitive terms we mean terms similar to those offered by comparable companies. Remunerations should be designed to increase profitability for the company. Bonus schemes should be tied into collective or individual targets. Remunerations should not be of such a character or dimension that they could harm the company's reputation.
Remuneration may consist of a basic salary and other, additional benefits, including but not limited to benefits in kind, bonuses, severance pay, pensions and insurance schemes, company car, mileage benefits, telephone and broadband connections. A fixed, basic salary will normally make up the bulk of the remuneration.
The company does not operate any options programmes or other schemes described in the Public Limited Liability Companies Act § 6-16 a, Section 1, no. 3.
There are no particular restrictions in place on the various types of benefits or on the total remuneration paid to key employees."
6 Approving remuneration for board members
The board is putting the following proposal to a vote at the AGM:
"Remuneration for all board members combined shall be NOK 828,000".
7 Approving the auditors' fee
The board is putting the following proposal to a vote at the AGM:
"The auditors' fee shall be NOK 137,000".
8 Deciding on the allocation of profits and on the payment of dividends
The board is putting the following proposal to a vote at the AGM:
Profits of NOK 784,871,372 generated by The Company this year shall be allocated as follows:
Accrued dividends NOK 261,528,000
Transferred to other equity NOK 523,343,372
Total allocations NOK 784,871,372
9 Proposed authorisation to buy back shares
The Public Limited Liability Companies Act permits public limited liability companies to hold treasury shares. The purpose of owning own shares is a desire to increase the value of shareholders' holdings. At the AGM on 12 April 2007 the board was authorised to buy back shares to a value of up to 10% of the share capital at a cost of between NOK 15 and NOK 45 for a period of 14 months. The Company has not made use of this authorisation and currently holds 224,800 treasury shares, equivalent to 0.51% of the total number of shares.
The board proposes that the AGM authorises the board to buy back shares by voting for the following:
"In accordance with the Public Limited Liability Companies Act § 9-4 the board is given authorisation to buy back own shares to a combined nominal value of NOK 7,886,304, equivalent to 10% of the company's share capital. The Company and its subsidiaries may all purchase shares in The Company. The board may purchase and sell shares as it sees fit.
The Company shall pay a minimum of NOK 15 and a maximum of NOK 60 for each share purchased as a result of this authorisation. The nominal value and minimum and maximum prices shall change accordingly in the event of a change to The Company's share capital by way of a bonus issue, share split, share consolidation or similar. This authorisation is valid for 14 months from 3 April 2008."
10 Election of board members
The Company's board consists of five members. Trygve Arnesen (vice chairman of the board) and Jan Erik Clausen (board member) were elected for a period of two years at the AGM in April 2007. Anne Marit Steen (board member) was elected for a period of two years at the EGM in December 2007. Paul-Chr. Rieber (chairman of the board) and Cecilie Astrup (board member) were elected for a period of two years at the AGM in March 2006.
The board proposes to the AGM that Paul-Chr. Rieber (chairman of the board) and Cecilie Astrup (board member) are re-elected for a period of two years.
This Notice has been sent to all shareholders on record together with the Company's annual report for 2007 and is also available on The Company's website:
www.gcrieber-shipping.no. Shareholders wishing to attend the AGM, in person or by proxy, are asked to complete the reply slip attached to the Notice. The reply slip must have been received by the Company either by post or by fax number 55 60 68 05 no later than 2 April 2008.
Contact person(s):
CEO Sven Rong +47 55 60 68 18 /+47 90 55 49 52
CFO Hans Petter Klohs +47 55 60 68 24 /+47 90 75 05 26
About GC Rieber Shipping:
GC Rieber Shipping is an industrial company with business within offshore/shipping, with focus on high quality marine ship management, project development and industrial portfolio management. The company has a unique competence on offshore operations in harsh environments and design, development and maritime operation of seismic vessels. The company has also built substantial competence on subsea operations, both through the 52 % stake in the subsea contractor Technocean and through long term cooperation with other key players in the market.
GC Rieber Shipping owns and operates five advanced multifunctional special purpose vessels for defined markets within offshore subsea and ice research and support. The company is also in charge of ship management for 12 seismic vessels owned by PGS, CGGVeritas and Fugro, as well as project management and building supervision for four advanced seismic newbuildings for Arrow Seismic (PGS), and conversion of two 2D/source vessels. The company's headquarters is located in Bergen with ship management offices in Sevenoaks (England) and Yuzhno-Sakhalinsk (Russia). The company is listed on Oslo Børs with ticker RISH.