Articles of Association
Constitution Outlining Principal of TGS' Business and the Rights and Responsibilities of Directors and Shareholders
As of 27 August 2019:
- The name of the company is TGS-NOPEC Geophysical Company ASA.
- The company is a public limited company registered in the Norwegian Securities Register.
- The principal business area of the company is in the provision, procurement and sale of seismic and geophysical data hereunder included associated products and services and technology to the oil and gas industry and to the production industry.
- The company’s business office is in the municipality of Asker. The shareholders’ meetings can be held in the
municipality of Oslo.
- The company’s share capital is NOK 29,726,694.50 divided on 118,906,778 shares of NOK 0.25.
- The company’s board of directors shall consist of from five to nine directors. The period of service is one year. The nomination of directors to the board and the remuneration payable to the directors shall be prepared by a nomination committee consisting of one chairman and two members elected by and amongst the shareholders and who shall serve for a period of two years.
- The ordinary shareholders’ meeting shall decide the following:
(1) Approval of the annual profit and loss account and the annual report, hereunder distribution of dividends.
(2) Other matters that according to the laws or these articles of association shall be dealt with by the shareholders.
Documents relating to items that are on the agenda for the shareholders’ meeting of the company, including documents that according to law shall be included or attached to the notice calling the shareholders’ meeting, do not have to be sent to the shareholders if the documents are available at the company’s home page. A shareholder may however require that such documents are sent to him/her.
Shareholders shall notify the company about their attendance at the shareholders’ meeting at the latest three days before the day of the shareholders’ meeting. Shareholders who have not given notice of attendance can be denied the right to meet and vote at the shareholders’ meeting.
The board of directors may resolve that the shareholders may, within a limited time period prior to the shareholders' meeting, deliver their votes in writing, which shall include the use of electronic means. The right to vote in writing prior to the shareholders' meeting is conditioned upon that an adequately secure method to authenticate the sender exists. The board of directors may lay down guidelines for advance voting in writing. The notice to the shareholders' meeting shall provide information about whether the shareholders may vote in advance in writing, and about the guidelines that apply to such voting.
- The right to attend and vote at the shareholders' meeting may only be exercised when the transfer of ownership of shares has been entered in the register of shareholders five working days prior to the shareholders' meeting (date of registration).