Meeting on Keppel, Sembmarine merger resolutions to be held on 8 December
They will pass several resolutions proposed as ordinary resolutions.
The extraordinary general meeting (EGM) of Keppel Corporation Limited on the merger of its offshore and marine segment and Sembcorp Marine (Sembmarine) will be convened and held on 8 December 2022 via electronic means.
The EGM will include passing resolutions, which will be proposed as ordinary resolutions, on the Sembmarine and Keppel Offshore and Marine Limited (KOM) combination.
First resolution involves the Asset co-transfer and the proposed combination of KOM and Sembmarine, which constitutes a major transaction and an interested person transaction.
(a) approval be and is hereby given for the Asset Co Transfer and the KOM Combination on the terms and conditions set out in the Transaction Documents as described in the Circular, and the entry into the Transaction Documents be and is hereby approved and ratified;
(b) approval be and is hereby given for the payment of all fees and expenses relating to the Proposed Transaction; and
(c) the Directors or any one of them be authorised and directed to do all things necessary or expedient or in the interests of the Company and the Shareholders (including executing any document) as the Directors or any one of them may deem fit, to give effect to the Proposed Transaction as contemplated in this resolution.
The second resolution is distribution, meaning Keppel can “make a distribution of the DIS Shares held by the Company to the Shareholders by way of a dividend in specie on a pro rata basis to all Shareholders as at a time and date to be determined by the Directors for the purposes of determining the entitlement of Shareholders to the Proposed Distribution."