Shareholders' Meeting

Voting Rights

As a general rule, PGS shareholders can take action under Norwegian law or its articles of association by a simple majority of votes cast at a general meeting of shareholders. Each ordinary share carries one vote.

To vote at an annual or extraordinary shareholders' meeting, a shareholder must be registered as a holder of title to the shares to be voted in PGS' share register maintained at Verdipapirsentralen ("VPS"), the Norwegian centralized registry of securities, not later than at the date of the shareholders' meeting. Shareholders who intend to participate in a general meeting in person or by proxy must notify the Company by the date stated in the notice convening the meeting. This date may not be more than two business days before the date of the meeting.

As an alternative to the voting procedure for beneficial owners described above, under Norwegian law, owners of American Depositary Shares, or ADSs, representing shares can vote by surrendering their American Depositary Receipts, or ADRs, evidencing ADSs to the custodian and having title to the related shares registered in PGS' share register maintained at the VPS prior to the meeting.

Notice of Shareholders' Meeting

PGS' annual general meeting of shareholders is held each year before the end of June. Norwegian law requires that written notice of shareholders' meetings be sent to shareholders whose addresses are known at least three weeks prior to the date of the meeting. Under the Company's Articles of Association, PGS shall call ordinary shareholders' meetings on four weeks' written notice.

Extraordinary Shareholders' Meeting

Extraordinary shareholders' meetings may be held whenever PGS' Board of Directors considers it necessary; at the request of the Company's auditor; or at the request of shareholders representing at least 5% of PGS' share capital.
The request must name the matters to be considered. The extraordinary shareholders' meeting must be convened within one month of the date of the request. Other than approval of the annual accounts any matter that may be raised at an annual general meeting may also be raised at an extraordinary shareholder's meeting.