Extraordinary General M eeting Vard Holdings Limited 3 October 2013 European network for Health Technology Assessment | JA2 2012-2015 | www.eunethta.eu
Background – New M ajority Shareholder � 23 January 2013: Fincantieri Oil & Gas acquires 50.75% of shares in STX OSV from S TX Europe � 13 March 2013: Close of Mandatory General Offer; Fincantieri now owns 55.63% � 15 March 2013: Appointment of new Chairman and Directors � 23 April 2013: Name change to Vard Holdings Limited approved at the Annual General Meeting 03.10.2013 | Page 3
Change of Auditors � KPM G has been the Company’s auditor since 2010 � PwC is the auditor of VARD’s majority shareholder, Fincantieri Oil & Gas, who has requested the Company to appoint PwC as auditor � The Audit Committee has reviewed and recommends the proposed change of auditors � The Directors have taken into account the AC’s recommendation and other considerations, and believe PwC will be able to meet the audit requirements – hence they recommend the proposed change of auditors 03.10.2013 | Page 4
Interested Person Transactions (IPT) M andate � Background: Compliance with Chapter 9 of the SGX-S T Listing M anual for Interested Person Transactions (IPTs) � Definition: An IPT is a transaction between an entity at risk and an interested person � « Entity at risk »: The issuer, subsidiary of the issuer, associated company of the issuer � any company in the VARD Group � « Interested person »: A Director, CEO, controlling shareholder or associated of either of the aforementioned � includes any company in the Fincantieri group � Rationale: Regulate and monitor transactions between interested persons and entity at risk . Avoidance of transactions that will prejudice the listed company or its minority shareholders 03.10.2013 | Page 5
General M andate � VARD is seeking a general mandate from shareholders for recurrent transactions of a revenue or trading nature or those necessary for its day-to-day operations. The general mandate is subject to annual renewal � Transactions conducted under the general mandate are not separately subject to the requirements for immediate announcement or shareholder approval under Rules 905* and 906* * � An interested person will have to abstain from voting on the resolution approving the transaction * Rule 905: Requirement to make an immediate announcement of any IPT of a value equal to, or more than 3% of latest audited NT A (M NOK 82 as per Dec. 31, 2012) * * Rule 906: Requirement to obtain prior shareholder approval for any IPT of value equal to or more than 5% of latest audited NT A (M NOK 137 as per Dec. 31, 2012) 03.10.2013 | Page 6
Transaction Types (Examples) � Sale of goods to / from the Group (VARD) � Examples: Blocks, sections, hulls, steel, piping, cables, engines, other components and equipment � Provision of services to / from the Group � Examples: Corporate services (finance, treasury, business development, internal audit, legal, training, IT , engineering), ship design and consultancy, lease of equipment or assets, repair / maintenance, procurement services � Provision of corporate guarantees and other credit support for the benefit of the Group � Examples: Refund guarantees, performance guarantees, security for credit facilities 03.10.2013 | Page 7
Review Procedures for IPTs � To ensure that transactions are carried out in line with the mandate, the Group has put in place procedures for the review and approval of IPTs, e.g. � Fees paid (or payable) for goods and services are to be fair and reasonable, and the terms extended by the interested person to the Group are to be no less favorable than the terms offered to third parties � For certain transaction types, the Group will obtain at least 2 quotations from unrelated third party service providers or suppliers. The project team, CFO or other senior executive will select the most favorable offer in each case � The Audit Committee will review all IPTs to ensure that applicable rules and regulations are followed � The Compliance Committee will maintain registers of all transactions carried out with interested persons 03.10.2013 | Page 8
Independent Financial Adviser (IFA) Opinion � Deloitte & T ouche Corporate Finance Pte Ltd was appointed as Independent Financial Adviser (IF A) pursuant to Rule 920(1)(b)(v) of the Listing M anual to opine on whether the methods or procedures for determining transaction prices are sufficient to ensure that the Group’s transactions with the M andated Interested Persons are on normal commercial terms and will not be prejudicial to the Company and its minority shareholders � Based on the analysis undertaken and subject to the qualifications and assumptions made in the letter from Deloitte & T ouche Corporate Finance Pte Ltd set out in the appendix, Deloitte & T ouche Corporate Finance Pte Ltd is of the opinion that the methods or procedures for determining transaction prices of interested person transactions as set out in the circular, if adhered to, are sufficient to ensure that the M andated Transactions will be carried out on normal commercial terms and will not be prejudicial to the interests of the Company and its minority shareholders 03.10.2013 | Page 9
Fincantieri is Fully Committed to Support VARD Maintaining the leadership position of VARD in the global competitive landscape and striving to satisfy customers with cutting edge solutions Fostering the existing business of VARD and the future growth of the Company Supporting management of VARD in the creation of shareholder value 03.10.2013 | Page 10
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