Pre-Annual General Meeting Information • May 27, 2024
Pre-Annual General Meeting Information
Open in ViewerOpens in native device viewer
To the shareholders of Electromagnetic Geoservices ASA (EMGS or the Company):
Notice is hereby given of the annual general meeting of EMGS. The meeting will be held at the Company's offices on the 4 th floor of Karenslyst Allé 4, 0278 Oslo on
Shareholders are encouraged to consider exercising their shareholder rights through electronic advance voting in VPS or by completing the proxy form with voting instruction, and not through physical attendance. Shareholders who would like to participate electronically (Teams) are requested to contact the Company to receive log in details ([email protected]).
The meeting will be opened by the chairman of the Board of Directors (the Board), Mr. Frederik Mohn.
Agenda:
The Board proposes that Mr. Mohn is elected as chairman of the meeting and that another attendant of the meeting is elected to co-sign the minutes.
3 Approval of the 2023 annual accounts for the Company, the group's consolidated annual accounts and the board of directors' report
The Board proposes that the annual general meeting approves the 2023 annual report as follows:
The Company's annual accounts, the group's consolidated annual accounts and the board of directors' report for 2023 are approved.
(non-voting item)
The corporate governance statement is included in the Company's annual report for 2023.
It is proposed that the annual auditor's fees for the Company totalling NOK 907,000 (approximately USD 83,500) for 2023 is approved.
Proposed resolution:
The Annual General Meeting approves the annual auditor's fees for 2023.
All current members of the Board were re-elected for a service period of one year at the 2023 annual general meeting. Consequently, the service period for each of them ends at the 2024 annual general meeting.
The Nomination Committee has noted that the Board had an overall attendance rate of close to 100 per cent during the respective board members' last service period.
Mr. Mohn and Mr. Westad are both considered to be independent of "the company's executive personnel and material business contacts", cf. section 8 second subsection of the Norwegian Code of Practice for Corporate Governance (NUES). Ms. Berdal and Ms. Malo de Molina are both considered to be independent both from the company's executive personnel and material business contacts and the Company's main shareholders, cf. Section 8 second subsection of NUES. Thus, the proposed Board meets the independency requirements set out in NUES.

Each of the proposed re-elections will be subject to a separate vote, as follows:
| Item | Name | Position | Service period |
Independent of executive personnel and material business contacts |
Independent of main shareholders |
|---|---|---|---|---|---|
| 6.1 | Frederik Mohn | Chairman of the board of directors |
One year |
Yes | No |
| 6.2 | Mimi Berdal | Member of the board of directors |
One year |
Yes | Yes |
| 6.3 | Jørgen Westad | Member of the board of directors |
One year |
Yes | No |
| 6.4 | Beatriz Malo de Molina | Member of the board of directors |
One year |
Yes | Yes |
The EMGS Nomination Committee consists of Mr. Kristian Siem (chairman) and Mr. Christos Makrygiannis. Both were re-elected for a service period of two years at the Company's annual general meeting in 2022, and, consequently, the service period for both of them ends at the 2024 annual general meeting.
It is proposed that both of them are re-elected for a service period of two years. Each will be subject to a separate vote, as follows:
| Item | Name | Position | Service period | |
|---|---|---|---|---|
| 7.1 | Kristian Siem | Chairman of the Nomination Committee | Two years | |
| 7.2 | Christos Makrygiannis | Member of the Nomination Committee | Two year |
The Nomination Committee has recommended the following resolution:
For the period from the annual general meeting in 2024 and until the annual general meeting in 2025, the following shall be applicable:
Employees serving as members of the board of directors shall not receive any compensation for their services as board members (in addition to their ordinary remuneration as employees).
The Board proposes not to pay any remuneration to the members of the Nomination Committee for the period between the annual general meeting in 2024 and the annual general meeting in 2025.
Proposed resolution:
The members of the Nomination Committee shall not receive remuneration for the period between the annual general meeting in 2024 and the annual general meeting in 2025.
In accordance with the Norwegian public limited liability companies Act Section 6-16b and the associated Regulation of 11 December, the Board has prepared and approved a report on remuneration to executive management paid to, or payable based on, 2023.
The report has been published on the Company's webpage (www.emgs.com).
The report is subject to an advisory vote by the general meeting. Proposed resolution:
The EMGS Remuneration Report 2023, prepared in accordance with Section 6-16b of the Norwegian public limited liability companies Act, is approved.
The Board proposes to renew the two authorisations to increase the share capital of the Company which the Board currently holds.
In compliance with corporate governance principles, the Board proposes to continue the policy of having two separate authorisations:
The Board is of the opinion that the general authorisation is necessary to provide flexibility in terms of potential acquisitions and other corporate transactions and settlements thereof, and, therefore, is in the best interest of the Company and its shareholders. It is further proposed to authorise the Board to waive existing shareholders' pre-emptive rights in order to allow the possibility for new shareholders subscribing shares provided that this is deemed by the Board to be in the best interest of the Company and its shareholders.
The Board has considered whether the general authorisation should be limited to 10% of the share capital of the Company. However, based on current market conditions, in particular the high degree of dynamism, as well as the size and makeup of the Company's balance sheet, the Board has resolved to propose that the general authorisation is renewed based on the same 20% maximum.
Based on the above, the Board proposes the following resolution:
The Board is granted authorisation to increase the share capital of the Company by up to NOK 26,193,938, but in no event higher than 20 per cent of the registered share capital of the Company, through one or more share capital increases.
The Board is authorized to determine the price and terms of such share capital increases.
The Board is authorized to waive existing shareholders' pre-emptive rights to subscribe for new shares in relation with any share issuances related to this authorization.
The authorization includes resolution to issue new shares in connection with mergers and acquisitions, non-cash share contributions and the right to assume special obligations on the Company.
The authorisation may be utilized to raise financing or issue consideration shares in connection with potential acquisitions of companies or businesses within the oil and energy sector, including the oil service sector, and/or to finance general corporate purposes (including repayment of debt).
The authorization shall be effective from the date it is registered in the Norwegian Register of Business Enterprises and shall be valid until the annual general meeting in 2025, but in any event no later than 30 June 2025.
If the authorisation is utilised, in whole or in part, the Board shall amend the Company's articles of association to reflect the new share capital following the share capital increase.
Based on the above, the Board proposes the following resolution:
The Board is granted authorisation to increase the share capital of the Company by up to NOK 3,929,090, but in no event higher than 3.0 per cent of the registered share capital of the Company, through one or more share capital increases.
The Board is authorized to waive existing shareholders' pre-emptive rights to subscribe for new shares in relation with any share issuances related to this authorization.
The authorization shall be effective from the date it is registered in the Norwegian Register of Business Enterprises and shall be valid until the annual general meeting in 2025, but in any event no later than 30 June 2025.
If the authorisation is utilised, in whole or in part, the Board shall amend the Company's articles of association to reflect the new share capital following the share capital increase.
The Company accepts votes in advance for this Meeting. Such advance votes must be registered no later than 17 June 2024 at 12.00 CEST. Advance votes may be executed electronically via VPS Investor Services.
The annual report for 2023 is available for download on the Company's website (www.emgs.com). It can also be obtained from the Company directly at the Company's offices in Oslo (Karenslyst Allé 4, 4th floor, 0278 Oslo), or by contacting the Company on [email protected].
At the date of this calling notice, there are 130,969,690 shares outstanding in the Company. As of the date of this calling notice, the Company does not own any treasury shares. At the Company's general meeting, each share has one vote.
In accordance with the Public Limited Liability Companies Act Section 1-8 and associated regulations, this notice is sent to custodians who pass it on to shareholders for whom they hold shares. Shareholders must communicate with their custodians, who is responsible for conveying votes, proxies or enrolment. Custodians must according to Section 5-3 of the Public Limited Liability Companies Act register this with the company no later than 2 working days before the general meeting, i.e. no later than Monday 17 June 2024, at 12:00 (Norwegian time).
Shareholders who wish to take part in the general meeting must not later than two business days before the general meeting, i.e. by 12:00. (Norwegian time) on 17 June 2024 either (i) register at the website: www.emgs.com using the pin code included in the cover letter; (ii) give notice to DNB Bank ASA, Registrar's Department, P.O. Box 1600 Sentrum, 0021 Oslo, Norway or (iii) give written notice by email: [email protected] or by regular mail to DNB Bank ASA, Registrar's Department, P.O. Box 1600 Sentrum, 0021 Oslo, Norway. A registration form is attached hereto. Shareholders who whish to participate electronically, cf. Section 5-8 third subsection item (b) of the Norwegian Public Limited Liability Companies Act, must, within the same deadline, contact the Company by email ([email protected]) to receive a participation link.
A power of attorney for the shareholders who wish to grant a proxy to represent their shares at the general meeting is attached hereto.
A shareholder cannot demand that new items are added to the agenda when the deadline for such request has expired, cf. section 5-11 second sentence of the Norwegian Public Limited Liability Companies Act.
A shareholder has the right to make proposals for a resolution regarding the items which will be considered by the general meeting.
A shareholder has the right to require board members and the general manager to provide necessary information to the general meeting that may influence: 1. the approval of the annual accounts and the annual report; 2. items which have been presented to the shareholders for decision; and 3. the Company's financial position, including information on other companies in which the company participates, and other items to be considered at the general meeting, unless the information requested may not be disclosed without causing disproportionate damage to the Company. If additional information is necessary, and an answer cannot be given at the general meeting, a written answer shall be prepared within two weeks from the date of the general meeting. Such answer shall be available to the shareholders at the Company's premises and be sent to shareholders requesting the information. If the answer is considered material for evaluation of the circumstances mentioned in the previous paragraph, the answer should be sent to all shareholders with known address.
Oslo, 27 May 2024 Sign
Frederik Mohn Chairman
The 2024 annual general meeting of Electromagnetic Geoservices ASA will be held on 19 June 2024, 11.00 CEST at the Company's offices in Karenslyst Allé 4, 0278 Oslo, Norway.
The shareholder is registered with the following number of shares at the date of the summons: ______________________
The deadline for electronic registration of enrollment, advance votes, proxy of and instructions is 12:00 CEST on 17 June 2024
Alternatively, use the "Form for submission by post or e-mail for shareholders who cannot register their elections electronically" included below.
You will see your name, reference number, PIN - code and balance. At the bottom you will find these choices:

"Enroll" – participate in the meeting on the day, You will be asked to enter your e-mail address
"Advance vote" - If you would like to vote in advance of the meeting
"Delegate Proxy" - Give proxy to the chair of the Board of Directors or another person
"Close" - Press this if you do not wish to register
Please note that the company has a statutory registration deadline, registration after 12:00 CEST on 17 June 2024 will not be possible.

The signed form is sent as an attachment in an e-mail* to [email protected] (scan this form) or by mail to DNB Bank Registrars Department, P.O. Box 1600 sentrum, 0021 Oslo. Deadline for registration of advance votes, proxies and instructions must be received no later than 12:00 CEST on 17 June 2024. If the shareholder is a company, the signature must be in accordance with the company certificate. Please note that the company has a statutory registration deadline, forms received after the deadline will not be registered. *Will be unsecured unless the sender himself secure the e-mail.
_________________________________________________________ shares would like to be represented at the general meeting in Electromagnetic Geoservices ASA as follows (tick the relevant box):
☐ Participate in the meeting representing own shares (do not mark the items below)
Please state your e-mail:________________________________________________________
_________________________________________________________
☐ Open proxy to (do not mark items below – agree directly with your proxy solicitor if you wish to give instructions on how to vote)
The votes shall be exercised in accordance with the instructions below. Please note that if any items below are not voted on (not ticked off); this will be deemed to be an instruction to vote "for" the proposals in the notice. However, if any motions are made from the floor in addition to or replacement of the proposals in the notice, the proxy holder may vote or abstain from voting at his/her discretion. In such case, the proxy holder will vote on the basis of his reasonable understanding of the motion. The same applies if there is any doubt as to how the instructions should be understood. Where no such reasonable interpretation is possible, the proxyholder may abstain from voting.
| Agenda for Electromagnetic Geoservices ASA's 2024 annual general meeting | For | Against | Abstain | At proxy's discretion |
|
|---|---|---|---|---|---|
| 1. | Election of chairman and a person to co-sign the minutes of meeting | | | | |
| 2. | Approval of the notice and agenda | | | | |
| 3. | Approval of the 2023 annual accounts for the Company, the group's consolidated annual accounts and the board of directors' report |
| | | |
| 4. | Corporate governance statement | Non voting item | |||
| 5. | Auditor's fees for 2023 | | | | |
| 6. | Board of directors | ||||
| 6.1 Frederik Mohn (chairman) |
| | | | |
| 6.2 Mimi Berdal |
| | | | |
| 6.3 Jørgen Westad |
| | | | |
| 6.4 Beatriz Malo de Molina |
| | | | |
| 7. | Nomination Comittee | ||||
| 7.1 Kristian Siem |
| | | | |
| 7.2 Christos Makrygiannis |
| | | | |
| 8. | Board compensation | | | | |
| 9. | Compensation to the members of the Nomination Committee | | | | |
| 10. | Remuneration Report | | | | |
| 11. | Board authorisation to issue new shares | | | | |
| 11.1 Board authorisation – transactions and general corporate purposes | | | | | |
| 11.2 Board authorisation – employee option programme | | | | |
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.