Annual General Meeting

Held on 1st October 2009

At The Gordon Highlanders’ Museum, Aberdeen

Present:

Representatives from:

Acergy / Nautronix PLC
Bibby Offshore Limited / NCA - Norse Cutting & Abandonment Ltd
BPP-TECH / Nexen Petroleum UK Ltd
DNV / Oceanlab, University of Aberdeen
DOF Subsea UK / Offspring International Limited
Dominion Gases / Score (Europe) Ltd
Ferguson Modular Ltd / Scottish Enterprise
First Subsea Ltd / Shell UK Ltd
Genesis Oil and Gas Consultants / Simmons & Co International Limited
ITF / Subsea 7
iXSea Limited / Subsea Integrity Group (SIG)
K.D. Marine Limited / Technip UK

Subsea UK – Bill Edgar (Chairman)

Subsea UK – Alistair Birnie (CEO)

Subsea UK – Trish Burrell (Company Secretary)

Subsea UK – Daniel Fearon (Communications Coordinator)

Simpson Forsyth – David Strachan

  1. Apologies for Absence:

3sun Limited / MCS
Aker Qserv / Modular Underwater Systems Ltd
BJ Process and Pipeline Services / Neptune Deeptech
Bruck UK Limited / Noordhoek Offshore B.V
CSL / Optical Metrology Services Ltd
CTC Marine Projects / Presens AS (A)
DUCO Ltd / Rotech Subsea Limited
EPC Offshore Limited / Seal-Tite UK LLC
Escape Business Technologies / SECC
General Robotics Limited / Solstad Offshore (UK) Limited
Infield Systems Limited / Splash Offshore Engineering Limited
Inventum Media Limited / Tritech International Limited
J P Kenny Engineering / Wellstream International Limited
Marine Subsea
  1. Minutes of Previous Meeting:

The Minutes were agreed as an accurate record of the meeting held 24th September 2008.

  1. Chief Executives’ Report – Alistair Birnie

“I am pleased to report that your company, Subsea UK Limited, made further steady progress throughout the year as we continue to try to deliver increasing value to our growing number of members.

In 2007, in recognition of the need to ensure the development of a commercially sustainable business model, a Task Force was established by the Board to conduct a review of the company’s overall strategy. This Task Force concluded that by 2010, Subsea UK should have achieved the following aims:

  • To be the recognised industry champion, adding strength to the industry’s profile globally
  • To represent the needs of our members giving satisfaction, service and value
  • To promote our members to ensure they gain competitive advantage internationally
  • Act as the focal point for industry opinions and disseminate those to appropriate bodies through open lines of communication

It was considered that achievement of these longer term aims would require the delivery of the following objectives in 2008/09:

  • Maintaining our position as the foremost entity for promoting the UK’s subsea industry overseas, ensuring that this position is visible and understood
  • Continuing to provide a national forum for commercial networking through events and organising committees
  • Monitoring, measuring and publicising the performance of the UK’s subsea business and its role within the UK’s upstream sector
  • Continuing to facilitate collaboration and co-operation across the UK’s subsea supply chain
  • Increasing direct and associate membership to 200 companies
  • Identifying and develop operator needs in the UK and export markets
  • Continuing to identify services that add value to the entire subsea supply chain
  • Continuing to be the focal point of communication between the Subsea sector, UK government and representative bodies including BERR, SE, Oil and Gas UK and Pilot
  • Facilitating and playing a key role in the establishment in the UK of a university based subsea research centre
  • Improving the level of subsea technology commercialisation in the UK through a partnership with the Industry Technology Facilitator (ITF)
  • Facilitating the further development of skills, recruitment, training, certification and general competence within the UK’s subsea industry

These objectives formed the basis of the plan for the 08/09 financial year and I can report that:

  • Turnover for the year was £901,903, up from £757,180 in the previous year, delivering a pre-tax surplus of £41,743. As a result, your company had reserves of £250,025 at financial year end. There has been no direct public sector funding for the first time since Subsea UK’s inception.
  • Membership rose to 200 companies in February 2009, meeting the target set in the business plan. We have worked hard to encourage and get independent operators to participate and to engage and this will continue through 2009/10.
  • The second half of the 2008/09 year saw a very different business outlook to that we were becoming used to, and this has had a significant impact on members. In light of this, in 2009 Subsea UK has changed its focus to providing quarterly business confidence updates and in reporting metrics that give an indication of the state industry sector and where it is heading in the near future.
  • For networking, we held major events in Aberdeen, London and Kuala Lumpur. Subsea 2009, our main UK event saw an attendance of over 2,400 visitors this has become now one of the world’s largest Subsea specific events if not the largest. Subsea 2009 included a sell-out Awards dinner with 700 people attending. Subsea Asia was equally well attended. We took member companies to SSTB San Antonio, DOT Australia, OTC as well as attending, ONS and MC-Europe.
  • We continue to encourage inward and outward trade missions in collaboration with UKT&I and SDI, and have hosted missions from many important parts of the world, building upon relationships, and using the opportunity to present and project UK subsea capability across the globe.
  • The aspiration to establish a National Subsea Research Institute was transformed to reality in February 2009 when the NSRI, a not-for-profit body, limited by guarantee, was launched. NSRI has now four universities and twelve industry members and has continued through the summer to develop its technology strategy through STAG.
  • Supporting later stage technology, in the spring of this year Subsea UK supported ITF in a call for proposals for long tieback technologies. This call for proposals has now delivered over 20 applications for funding, with a combined total of £8.7 million. We will continue to support ITF in defining Subsea technology needs and in securing funding.
  • Subsea NE, a grouping of subsea companies based around the North East of England continued to develop and achieved growing recognition of the importance of the sector in the NE of England region through supporting an industry-led programme of Subsea specific MSc, BEng and Foundation Degree Subsea courses.
  • We continue to have excellent links with DECC, UKTI, SE and SDI all of whom have continued to support and promote Subsea UK and our members during the course of the year. This support is very welcome, and we continue to actively work with all these organizations to ensure that these positive relationships continue. Further to this, Subsea UK has now been granted ATO status, allowing us now to submit plans for overseas events for 2010-11 – and these will lead to grants for Subsea UK members in exhibiting in these locations.

My thanks to the various board members over the years for their time and helpful advice on all matters, and finally to Bill Edgar, Trish and of course the Subsea UK office staff without whom very little would have been accomplished.

Finally of course, my thanks to all of you, the member companies for your support, ambitions, and patronage. With your continued support and efforts, we look forward to the UK Subsea sector retaining its global position, prospering in this growing and increasingly global sector.”

4. Adoption of the Annual Report and Accounts

David Strachan of Simpson Forsyth addressed the meeting. This is the fifth year of trading for Subsea UK. The accounts show very healthy results, up 19% inspite of no public sector contributions. There is a healthy surplus in spite of increased overheads and a cumulative surplus of £1/4 million of members’ funds going forward. The balance sheet is also very healthy. There are no issues reported with the audit.

Tim Sheehan proposed to accept the accounts and this proposal was seconded by John Mair

The members present voted unanimously to adopt the Annual report and accounts.

5. Re-appointment of retiring Auditors and fixing of remuneration of the Auditors

It was proposed to fix the remuneration of the Auditors at £3600. Alan Nicol proposed this and Peter Griffiths seconded the proposal.

6. Adoption of amendments to the Articles of Association as per the proposals

Subsea UK promotes UK capability within both a domestic and global market. Increasingly we are seeing this market becoming more international, particularly with National Oil Companies being end clients.

Having a Category of Overseas Member allows us to have direct relationships with individual overseas buyers in target companies.

In building these new relationships, we can then use these to engender a much stronger overseas network to be able to sell into. We can then use this both directly to the benefit of our members, and indirectly to promote sponsorship of overseas Subsea UK events, to allow greater penetration of overseas markets.

The adoption of the amendment to the Articles of Association was proposed by John Mair and seconded by Fraser Moonie. There was a majority vote from members present to accept this proposal.

7. Results of the Ballot for the Election of the Board

The Chairman said that it was very encouraging that 15 people had been nominated for the 9 positions on the Board. It will be his intent to co-opt those who are not voted on today to the Board over the next 12 months as it is very important to harness the support and talents of those who were willing to be nominated as we strive to raise and maintain the profile of the Subsea Industry and our member companies.

.

The following gentlemen were duly elected:

  • Frank Bee, Shell
  • Geoff Fisher, Technip UK
  • Fraser Moonie, Bibby Offshore
  • Graham Meil, Acergy UK
  • Ian Mitchell, BP
  • John Mair, Subsea 7
  • Alan Nicol, Nautronix
  • Tim Sheehan, Ferguson Modular
  • George Yule, Dominion Gas

8. AOB and Close

The Chairman thanked those present for their continued support and invited everyone to the networking reception.