STX OSV-Appendix.indd - VARD

The Singapore Exchange Securities Trading Limited assumes no responsibility for thecorrectness of any of the statements made, opinions expressed or reports contained in thisAppendix.If you are in any doubt about the contents of this Appendix or as to the course of action youshould take, you should consult your stockbroker, bank manager, solicitor, accountant or otherprofessional adviser immediately.If you have sold or transferred all your shares in the capital of the Company, you should immediatelyforward this Appendix, the enclosed Notice of Annual General Meeting and the Proxy Form to thepurchaser or to the bank, stockbroker or other agent through whom you effected the sale for onwardtransmission to the purchaser.STX OSV HOLDINGS LIMITED(Incorporated in the Republic of Singapore)(Company Registration No. 201012504K)APPENDIXTO THENOTICE OF ANNUAL GENERAL MEETING DATED 1 APRIL 2013in relation toTHE PROPOSED CHANGE OF NAME OF THE COMPANY TO “VARD HOLDINGS LIMITED”

DEFINITIONSFor the purpose of this Appendix, the following defi nitions apply throughout unless the context otherwiserequires or is otherwise stated:“Acquisition” : Has the meaning ascribed to it in paragraph 2.1 of this Appendix“ACRA” : Accounting and Corporate Regulatory Authority of Singapore“AGM” : The annual general meeting of the Company to be held on 23 April2013“CDP” : The Central Depository (Pte) Limited“Companies Act” : The Companies Act (Chapter 50 of Singapore), as amended ormodifi ed from time to time“Company” : STX OSV Holdings Limited (Company Registration No.201012504K), a company incorporated in Singapore“Directors” : The directors of the Company for the time being“Fincantieri” : Has the meaning ascribed to it in paragraph 2.1 of this Appendix“Fincantieri Group” : Fincantieri and its consolidated companies“Listing Manual” : The listing manual of the SGX-ST, as amended or modifi ed fromtime to time“Offer” : Has the meaning ascribed to it in paragraph 2.1 of this Appendix“Offeror” : Has the meaning ascribed to it in paragraph 2.1 of this Appendix“Proposed Change of Name” : Has the meaning ascribed to it in paragraph 1 of this Appendix“Securities Account” : A securities account maintained by a Depositor with CDP but doesnot include a securities sub-account“SGX-ST” : Singapore Exchange Securities Trading Limited“Shareholders” : Registered holders of Shares except that where the registeredholder is CDP, the term “Shareholders” shall, in relation to suchShares, mean the Depositors into whose Securities Accounts thoseShares are credited. Any reference to Shares held by Shareholdersshall include Shares standing to the credit of the respectiveShareholders’ Securities Accounts“Shares” : Ordinary shares in the capital of the Company“STX Europe” : Has the meaning ascribed to it in paragraph 2.1 of this Appendix“%” : Per centum or percentageThe terms “Depositor” and “Depository Register” shall have the meanings ascribed to them respectivelyin Section 130A of the Companies Act and the term “subsidiary” shall have the meaning ascribed to it inSection 5 of the Companies Act.

Words importing the singular shall, where applicable, include the plural and vice versa, and wordsimporting the masculine gender shall, where applicable, include the feminine and neuter genders.References to persons shall include corporations.Any reference in this Appendix to any enactment is a reference to that enactment for the time beingamended or re-enacted. Any word defi ned under the Companies Act, the Listing Manual or anymodifi cation thereof and used in this Appendix shall have the same meaning assigned to it under theCompanies Act, the Listing Manual or any modifi cation thereof, as the case may be.Any reference to a time of day in this Appendix shall be a reference to Singapore time unless otherwisestated.2

THE PROPOSED CHANGE OF NAME OF THE COMPANY TO “VARD HOLDINGS LIMITED”1. INTRODUCTIONThe Board of Directors of the Company proposes to seek the approval of Shareholders for theproposed change of name of the Company from “STX OSV Holdings Limited” to “Vard HoldingsLimited” (the “Proposed Change of Name”) as a special resolution at the AGM.The purpose of this Appendix is to explain the rationale for, and to provide Shareholders withrelevant information relating to, the above proposal.2. THE PROPOSED CHANGE OF NAME OF THE COMPANY2.1 RationaleThe Company was prior to the Acquisition (as defi ned below) part of the STX group of companies,with the immediate and ultimate holding companies of the Company being STX Europe AS (“STXEurope”) and STX Corporation Co., Ltd. respectively.On 21 December 2012, Credit Suisse (Singapore) Limited and Nomura Singapore Limitedannounced, for and on behalf of Fincantieri Oil & Gas S.p.A. (the “Offeror”), which is a directwholly-owned subsidiary of Fincantieri Cantieri Navali Italiani S.p.A. (“Fincantieri”), that, interalia, the Offeror and Fincantieri, as the Offeror’s guarantor, had entered into a share purchaseagreement with STX Europe and STX Offshore & Shipbuilding Co., Ltd, as STX Europe’sguarantor, whereby STX Europe agreed to sell its shareholding of 598,851,000 Sharesrepresenting approximately 50.75% 1 of the issued share capital of the Company to the Offeror(the “Acquisition”).Following the satisfaction or waiver, as the case may be, of the conditions to the closing of theAcquisition, the Acquisition was completed on 23 January 2013 and the Offeror made a mandatoryunconditional cash offer under the Singapore Code of Take-overs and Mergers for all the Shares,other than those already owned, controlled or agreed to be acquired by the Offeror, its relatedcorporations and their respective nominees (the “Offer”). As at the close of the Offer on 13 March2013, the Offeror and parties acting in concert with it own, control or have agreed to acquireapproximately 55.63% 1 of the Shares. Consequently, the Company is no longer part of the STXgroup of companies but is now part of the Fincantieri Group.Since the Company is no longer part of the STX group of companies, the Company proposes tochange its name to “Vard Holdings Limited”. “Vard” comes from the Norwegian word “varde”, whichrefers to a small tower of stones used since ancient times as a navigation mark along the coast toguide ships. The name embodies the Company’s maritime heritage and long history in shipbuildingand also symbolizes the Company’s ambition to lead the way in the industry, refl ecting Vard’s size,position and goal to be a preferred partner for technologically advanced solutions in the globaloffshore support vessel market. The name also conveys a sense of stability and strength, relevanceand fl exibility as well as refl ects the Company’s long-standing Norwegian heritage. The Board ofDirectors therefore believes that the new company name can provide the Company with a moreappropriate identifi cation and image which will benefi t the Company’s future business developmentand is in the interests of the Company and the Shareholders.The Proposed Change of Name will not affect any of the Shareholders’ rights or the Company’soperations and fi nancial position.2.2 ApprovalsThe Proposed Change of Name will be proposed as a special resolution at the AGM and is subjectto Shareholders’ approval. The Company has made an application to ACRA for the change of namefrom “STX OSV Holdings Limited” to “Vard Holdings Limited”, and has reserved the proposed nameof “Vard Holdings Limited” (with such reservation expiring on 29 April 2013).1This percentage is based on the total number of Shares of 1,180,000,000.3

2.3 Administrative ProceduresSubject to Shareholders’ approval and registration by ACRA, the Company shall change its namefrom “STX OSV Holdings Limited” to “Vard Holdings Limited” and the name of “STX OSV HoldingsLimited” shall be substituted with “Vard Holdings Limited” wherever the former name appears inthe Memorandum and Articles of Association of the Company. Apart from the substitution of theCompany’s name, no amendments will be made to the Company’s Memorandum and Articles ofAssociation.The Company will make an announcement when the change of name takes effect. Shareholdersshould note that the change of the Company’s name does not affect the legal status of theCompany or any of the rights of Shareholders, and the existing Shares will continue to be tradedon the SGX-ST.2.4 Existing Share CertificatesShareholders should note that notwithstanding the change of the Company’s name, the Companywill not recall existing share certifi cates which will continue to be prima facie evidence of legal title.No further action would be required on the part of Shareholders.3. INTERESTS OF DIRECTORS AND SUBSTANTIAL SHAREHOLDERSNone of the Directors or substantial shareholders of the Company has any direct or indirectinterest in the Proposed Change of Name (other than through their respective shareholdings in theCompany).4. DIRECTORS’ RECOMMENDATIONSThe Directors are of the opinion that the Proposed Change of Name is benefi cial to, and in thebest interests of the Company. Accordingly, the Directors recommend that the Shareholders votein favour of the special resolution relating to the Proposed Change of Name to be proposed at theAGM.5. DIRECTORS’ RESPONSIBILITY STATEMENTThe Directors collectively and individually accept full responsibility for the accuracy of theinformation given in this Appendix and confi rm after making all reasonable enquiries that, to thebest of their knowledge and belief, this Appendix constitutes full and true disclosure of all materialfacts about the Proposed Change of Name, the Company and its subsidiaries, and the Directorsare not aware of any facts the omission of which would make any statement in this Appendixmisleading. Where information in the Appendix has been extracted from published or otherwisepublicly available sources or obtained from a named source, the sole responsibility of the Directorshas been to ensure that such information has been accurately and correctly extracted from thosesources and/or reproduced in the Appendix in its proper form and context.6. DOCUMENTS AVAILABLE FOR INSPECTIONCopies of the following documents may be inspected at the registered offi ce of the Company at50 Raffl es Place #32-01 Singapore Land Tower, Singapore 048623, during normal business hoursfrom the date of this Appendix up to and including the date of the AGM:(a)(b)the Memorandum and Articles of Association of the Company;the email confi rmation from ACRA dated 28 February 2013 setting out its approval of theCompany’s proposed new name “Vard Holdings Limited”; and(c) the annual report of the Company for the fi nancial year ended 31 December 2012.4