PROSPECTOR OFFSHORE DRILLING SA This press release contains forward-looking statements that involve risks and uncertainties. You are cautioned not to put undue reliance on forward-looking statements because actual events and results may differ materially from the expected results described by such forward-looking statements. Prospector Offshore Drilling S.A. disclaims any obligation to update and revise any forward-looking statements, whether as a result of new information, future events, or otherwise.
About the Company:PROS is a high specification jack-up drilling contractor. PROS currently has two rigs within its fleet and contracts in place for the design, construction, and delivery of an additional three JU2000E high specification, harsh environment ("HS/HE") jack-up drilling rigs. Upon deployment of its rigs, PROS, under its proven management team, will have the newest fleet of HS/HE jack-up rigs in the world, operating with the most advanced drilling systems available in the industry.
Contact:Robert W. Rose
Chief Executive Officer Prospector Offshore Drilling S.A. Tel: +1 281 560 8012
Prospector Offshore Drilling S.A.
Société anonyme - 65, Boulevard Grande Duchesse Charlotte, L-1331 Luxembourg
Grand-Duchy of Luxembourg
R.C.S. Luxembourg B 153772
By registered letter
Prospector Offshore Drilling S.A.
6, rue Eugène Ruppert
L-2453 Luxembourg
Grand-Duchy of Luxembourg To the attention ofthe board of directors with copy to the nomination committee
L uxembourg, 19 November 2014
Subject: Formai Reguest to convene a generai meeting of the shareholders of
Prospector Offshore Drilling S.A.
Dear Si rs,
Attached hereto is written evidence provided by the Norwegian securities depository system of Verdipapirsentralen ASA demonstrating that Paragon Offshore pie ("we" or "us") is presently a shareholder of Prospector Offshore Drilling S.A. ("Prospector"), holding 85,131 ,129 shares representing 89.99% ofthe issued and outstanding share capitai of Prospector.
In our capacity ashareholder ofProspector holding more than one tenth ofits share capitai, and in accordance with articie 70 ofthe Luxembourg law of l O August 1915 on commerciai companies, as amended (the "Law"), and article l 0.2 of the articles of association of Prospector, you are hereby formally requested in writing to issue notice to convene a generai meeting ofshareholders ofProspector (the "Generai Meeting") within the shortest delay possible and in any event no later than l month after the date ofthis letter.
Please note that we require the holding of the Generai Meeting in order to proceed with certain changes in the composition of the board of directors of Prospector and in that respect, wish to propose to the Generai Meeting (i) the reduction ofthe number of directors on the board of Prospector from 6 (six) to 5 (five) and the resignation of Robert W. Rose in connection with such reduction, and (ii) the appointments of (a) Steven A. Manz in replacement ofGien R0dland, (b) Andrew W. Tietz in replacement ofGunnar Hvammen, and (c) William C. Yester in replacement ofTomas Norrby.
Paragon Offshore pie
20-22 Bedford Row, London, WC l R 4JS, United Kingdom
We therefore propose the Generai Meeting be held with the following agenda:
"Agenda
1 . Reduction of the number of directors on the board of directors of the Company to 5 (five) with immediate effect;
2. Approvai ofthe dismissals of Robert W. Rose, Glen Rodland, Gunnar Hvammen,
and Tomas Norrby, as directors of the Company with immediate effect and, to the extent possible under the law, granting of full discharge for the performance oftheir mandates;
3· Approvai ofthe appointments ofSteven A. Manz, Andrew W. Tietz, and William
C. Yester as new directors of the Company with immediate e.ffect;
4· Miscellaneous."
Please find enclosed the CV 's of the proposed new board members for your information and that ofthe nomination committee ofProspector in order to assist them in making their assessment, as needed. Additional information regarding the proposed new board members may be made available at your request.
For the avoidance of doubt, this letter should be construed as formai notice under artide
l 0.2 ofthe articles of association ofProspector and artide 70 ofthe Law for the convening ofthe Generai Meeting with an indication ofthe agenda ofsuch meeting.
We kindly remind you of your duties and obligations in accordance with the Law in this regard, and would particularly draw your attention to the short timing in this respect.
Paragon Offshore pie
20-22 Bedford Row, London, WC l R 4JS, United Kingdom
If you have any questions, please do not hesitate to contact undersigned. Yours Sincerely,
s
Senior Vice President and ChiefFinancial Officer
Paragon Offshore pie
C.C Nomination Committee ofProspector
Paragon Offshore pie
20-22 Bedford Row, London, WClR 4JS, United Kingdom
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CURRICULUM VITAE OF DIRECTOR NOMINEES
Steven A. Manz is the Senior Vice President and ChiefFinancial Officer ofParagon Offshore pie. He joined Noble Corporation in Aprii 2014 and will leave this position upon completion of the spin-off. H e served as Senior Vice President and Chief Financial Officer of Prospector Offshore Drilling S.A. from May 2010 to Aprii 2013. He served as Senior Vice President and Chief Financial Officer of Seahawk Drilling, Inc. from August 2009 to May 20 l O. Seahawk Drilling filed for reorganization under Chapter Il ofthe United States Bankruptcy Code in 20 Il. He served as Vice President and Chief Financial Officer-Mat Jackup Division of Pride Lntemational, Inc. from October 2008 to August 2009. From 2005 to 2007, he was with Hercules Offshore, Lnc., where he served as Seni or Vice President of Corporate Development and Planning and as Chief Financial Officer. From 1995 to 2004, Mr. Manz was with Noble Corporation, where he served in a variety ofmanagement roles including Managing Director-Nob1e Techno1ogy Services Division, Vice President of Strategie Planning, and Director of Accounting and Investor Re1ations. Mr. Manz holds a Bachelor of Business Administration in Finance from the University of Texas at Austin.
Andrew W. Tietz is the Senior Vice President- Marketing and Contracts ofParagon Offshore pie. He has served as Vice President- Marketing and Contracts ofNoble Corporation since May 20 l O and will leave this position upon completion of the spin-off. He served as Director- Marketing and Contracts from December 2009 to Aprii 20 l O. Mr. Tietz previously served as Director - Marketing and Business Development for Transocean Ltd. He served in various marketing and finance positions with Transocean and GlobalSantaFe and Global Marine, prior to their mergers with Transocean, including positions in Dubai, Egypt and Kuala Lumpur. Mr. Tietz holds a Bachelor of Science degree from the University of Colorado- Boulder and a Masters of Business Administration from the University ofSt. Thomas.
William C. "Charlie" Yester is the Senior Vice President-Operations ofParagon Offshore pie. He has over 40 years of experience in the drilling business, with over 22 years in offshore operations and has been employed with Noble Corporation in a number of operational roles since 1996. He has served most recently as Vice President - Division Manager (Africa) and prior to that, Vice President - Division Manager (Middle East and India). Mr. Yester began his career with Noble Corporation in 1974 and from 1990 to 1994 served as a Division Manager with Helmerich and Payne Intemational Drilling Company. In 1994-1995 he held a number of operational roles with Triton Engineering Company before retuming to Noble Corporation in 1995. Mr. Yester holds a Bachelor ofScience degree in Petroleum Engineering from Louisiana Tech University.
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