ARTICLES OF ASSOCIATION FOR ELECTROMAGNETIC GEOSERVICES ASA
(Last amended 25 April 2017)
§ 1 The name of the Company
The name of the Company is Electromagnetic Geoservices ASA. The Company is a public limited liability company.
§ 2 Registered office
The registered office of the Company shall be in the municipality of Trondheim.
§ 3 The Company's activity
The Company's activity is to engage, by itself or through proprietary interests in other companies, in the prospecting for hydrocarbon deposits in connection with the exploration, development and production of hydrocarbons.
§ 4 Share capital
The Company's share capital is NOK 91,428,874.00divided into 91,428,874 shares, each with a par value of NOK 1.00. The shares shall be registered with the Norwegian Central Securities Depository (VPS).
§ 5 Board of directors
The Board of Directors shall have 5 to 11 members.
The Board will form a quorum when more than half of the members are present or participate. The Board's resolutions shall be adopted by simple majority, unless otherwise required under the Public Limited Liability Companies Act (Allmennaksjeloven). In the event of a tie vote, the Chairperson shall have the casting vote.
§ 6 Signatory rights
The signatory rights of the Company are held by two members of the Board jointly, or by the General Manager and one member of the Board jointly. The Board of Directors may grant power of procuration.
§ 7 The General Meeting
The Ordinary General Meeting shall transact and decide the following business:
- Approval of the Annual Accounts and Annual Report, including the distribution of dividend.
- Any other business to be transacted at the General Meeting by law or according to the Articles of Association.
- Appointment of the Board of Directors.
Based on the decision of the Board of Directors, the General Meeting may be held in Trondheim or Oslo.
§ 8 Notice and voting rights
Notice of General Meeting shall be given at least 21 days before the meeting. Provided that the shareholders may participate in General Meetings electronically, ref. § 9, the General Meeting may, with the majority required to amend the Articles of Association and with effect until the next Annual General Meeting, decide that the calling notice for Extraordinary General Meetings shall be sent at least two weeks before the date of the meeting.
Shareholders who wish to take part in the General Meeting must give notice to the Company by the date stated in the notice of meeting, which date must be at least two business days before the General Meeting.
Each share carries one vote in the Company's General Meeting. A shareholder with shares registered through an approved share manager pursuant to section 4-10 of the Norwegian Public Limited Companies Act has voting rights equivalent to the number of shares covered by the share management assignment provided that the shareholder within two business days before the General Meeting provides the Company with his name and address and presents confirmation from the share manager that the shareholder is the beneficial owner of the shares that are being managed.
§ 9 Electronic participation in General Meetings
The Board of Directors may decide that the shareholders shall be able to participate in the General Meeting by use of electronic aid, including that they may exercise their rights as shareholders electronically.
The Board of Directors may only decide to allow electronic participation according to the previous subsection if it ensures adequate holding of the General Meeting and that systems are in place which ensure that the law’s requirements regarding General Meetings are fulfilled. The systems must ensure that participation and voting can be controlled adequately, and an adequate method for authenticating the sender must be used.
§ 10 Distribution of documents to the shareholders
When documents which concern matters that are to be dealt with in the general meeting have been made accessible for the shareholders on the Company’s web-pages, the law’s requirement that the documents shall be sent to the shareholders does not apply. This also applies to documents which according to law shall be included in or enclosed to the calling notice for the general meeting. A shareholder can however demand that documents which concern matters that are to be dealt with in the general meeting are sent to him. The Company cannot claim any compensation for sending the documents to the shareholders.
The calling notice for the general meeting shall inform of the address of the web-page and other information that the shareholders need to gain access to the documents on the Company’s web-pages, in addition to information of where the shareholders can inquire to have the documents sent to them.
§ 11 Nomination Committee
The Company shall have a Nomination Committee. The Nomination Committee shall consist of 2 to 3 members who shall be elected by the Annual General Meeting for a period of 2 years at a time unless the Annual General Meeting decides a shorter period.
The Nomination Committee shall prepare proposals to the Annual General Meeting regarding:
- Election of shareholder elected Board members and Chairman of the Board.
- Election of Nomination Committee members and Chairman.
- Remuneration to Board members.
- Changes to the mandate or guidelines for the Nomination Committee.
For any other matters, the legislation for Public Limited Liability Companies, in force at any time, shall apply.