Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

Electromagnetic Geoservices ASA Proxy Solicitation & Information Statement 2026

Jun 2, 2026

3587_rns_2026-06-02_5e07e9e2-dc29-4d87-a68e-2c1c2b24c533.pdf

Proxy Solicitation & Information Statement

Open in viewer

Opens in your device viewer

CALL FOR ANNUAL GENERAL MEETING
ELECTROMAGNETIC GEOSERVICES ASA

Notice is hereby given of the annual general meeting of Electromagnetic Geoservices ASA (EMGS or the Company). The meeting will be held at the offices of Advokatfirmaet Arntzen AS, Ruseløkkveien 30, 9th floor, 0251 Oslo on

Wednesday 24 June 2026 at 12:00 CEST

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 send an email to [email protected] to receive log in details.

The meeting will be opened by the chairman of the Board of Directors (the Board), Mr. Kenneth Ross or a person designated by him.

Agenda:

  1. Election of a chairperson of the meeting and one person to co-sign the minutes

The Board proposes that Mr. Ross or a person designated by him is elected as chairman of the meeting and that another attendant of the meeting is elected to co-sign the minutes.

  1. Approval of the notice and agenda

  2. Approval of the 2025 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 2025 annual report as follows:

The Company’s annual accounts, the group’s consolidated annual accounts and the board of directors’ report for 2025 are approved.

  1. Corporate governance statement

(non-voting item)

The corporate governance statement is included in the Company’s annual report for 2025.

  1. Auditor’s fees for 2025

It is proposed that the annual auditor’s fee for the Company is approved as follows:

The remuneration to the Company’s auditor for the financial year 2025, is approved in accordance with invoice.

  1. Board of directors

All current members of the Board were elected for a service period of one year at the 2025 annual general meeting. Consequently, the service period for each of them ends at the 2026 annual general meeting. Mr. Vangen has informed the Nomination Committee that he will not stand for re-election.

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.

The Nomination Committee proposes the following Directors, each of which 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 Kenneth Ross Chairman of the board of directors One year Yes No
6.2 Marianne Engelsen Hals Member of the board of directors One year Yes Yes
6.3 Sasha Siem Member of the board of directors One year Yes No
  1. Nomination committee

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 2024, and, consequently, the service period for both of them ends at the 2026 annual general meeting.

It is proposed that Mr. Kristian Siem is re-elected as chairman and that Mr. Nicolay N. Kuhnle is elected to serve as the second member of the Nomination Committee, both for a service period of two years and both 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 Nicolay N. Kuhnle Member of the Nomination Committee Two years

Page 1 of 6


Page 2 of 6

8 Board compensation

The Nomination Committee has recommended the following resolution:

For the period from the annual general meeting in 2026 and until the annual general meeting in 2027, the following shall be applicable:

  • For shareholder elected directors, including the chairman of the board, a fixed quarterly remuneration of USD 7,000 (which equals an annual remuneration of USD 28,000).
  • A quarterly remuneration to the chairman of the audit committee of USD 2,500 (which equals an annual remuneration of USD 10,000).

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).

9 Compensation to the members of the Nomination Committee

The Board proposes not to pay any remuneration to the members of the Nomination Committee for the period between the annual general meeting in 2026 and the annual general meeting in 2027. Proposed resolution:

The members of the Nomination Committee shall not receive remuneration for the period between the annual general meeting in 2026 and the annual general meeting in 2027.

10 Remuneration Report 2025

In accordance with the Norwegian public limited liability companies Act (the NPLLCA) Section 6-16b and the associated Regulation, the Board will prepare and approve a report on remuneration to executive management paid to, or payable based on, 2025. Once the report has been approved by the Board, it will be made available on www.emgs.com/documents.

The report is subject to an advisory vote by the general meeting. Proposed resolution:

The EMGS Remuneration Report 2025, prepared in accordance with Section 6-16b of the Norwegian public limited liability companies Act, is approved.

11 Amendments to the articles of association

Following completion on 28 April 2026 of the transaction in which the Company divested the EM business (the EM Business Transaction), the Company does not conduct any business, holds no material assets and has no employees. As previously announced, the Board has initiated a process to evaluate the future strategy and structure of the Company (the Strategic Review Process).

Shareholders are requested to vote on four proposed amendments to the Company's articles of association, all of which are related to the EM Business Transaction and/or the Strategic Review Process. For each of these agenda items, an affirmative vote will require that 2/3 of the shares and votes represented at the general meeting vote in favour.

11.1 Business name

In accordance with the terms of the transaction agreement for the EM Business Transaction, the Company shall change its name without delay and in any event within six months from closing. On this basis, the Board has proposed that the Company changes its name to "Voim ASA". It is anticipated that should the Strategic Review Process result in a new business for the Company, the name will be changed again to reflect this new business.

The Board therefore proposes that the general meeting resolves to amend item 1 of the Company's articles of association to have the following wording:

(office translation. In case of discrepancies the Norwegian version shall prevail)

Selskapets foretaksnavn er Voim ASA. Selskapet er et allmennaksjeselskap.

The name of the company is Voim ASA. The company is a public limited liability company.

11.2 Registered office

In order to minimise costs and cash expenditures, the Company currently does not lease any office space. Having a registered office is a requirement under applicable law. To meet this requirement, the Company has been offered by Siem Offshore AS, an affiliate of its largest shareholder, to use their office address as the Company's registered office. This office address is in the municipality of Kristiansand. On this basis and to facilitate this low-cost solution, the Board proposes that the general meeting resolves to amend item 2 of the Company's articles of association to have the following wording:

(office translation. In case of discrepancies the Norwegian version shall prevail)

Selskapets forretningskontor er i Kristiansand kommune.

The registered office of the Company shall be in the municipality of Kristiansand.

11.3 Business purpose

Following completion of the EM Business Transaction, and subject to the outcome of the Strategic Review Process, the Company's business purpose as stated in the articles of association is no longer applicable. It is therefore proposed to update the business purpose by amending item 3 of the articles of association to have the following wording:


(office translation. In case of discrepancies the Norwegian version shall prevail)

Selskapets virksomhet er, enten direkte eller gjennom eierinteresser i andre selskaper, å foreta investeringer og drive annen virksomhet innenfor enhver lovlig sektor; å investere i, og drive virksomhet knyttet til, selskaper, eiendeler, rettigheter og prosjekter; samt i hvert enkelt tilfelle å utøve enhver annen virksomhet som naturlig står i forbindelse med dette.

The company's business, whether on its own or through ownership interests in other companies, is to carry out investments and other business activities within any lawful sector; make investments in, and conduct business related to, companies, assets, rights and projects; and, in each case, engage in any other activity that is naturally associated therewith.

11.4 Municipality for general meeting

Based on the same rationale as the proposed amendment set out under item 11.2 above, the Board proposes that the last subsection of item 7 of the articles of association is amended to allow for general meetings of the Company to be held in the municipalities of Oslo and Kristiansand, so that item 7 reads as follows:

(office translation. In case of discrepancies the Norwegian version shall prevail)

På den ordinære generalforsamling skal følgende behandles og avgjøres:

The Ordinary General Meeting shall transact and decide the following business:

  • Godkjennelse av årsregnskapet og årsberetningen, herunder utdeling av utbytte.
  • Andre saker som etter lov eller vedtekter hører under generalforsamlingen.
  • Valg av styret.

Generalforsamling kan etter styrets beslutning avholdes i Kristiansand eller Oslo.

  • 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 Kristiansand or Oslo.

12 Board authorisations to issue new shares

The Board proposes to renew the general authorisation for the Board to increase the Company's share capital. The general authorisation can be used, inter alia, in relation to potential transactions and/or to finance general corporate purposes. It is not proposed to renew the authorisation to increase the share capital which was linked to the Company's incentive programme.

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:

(office translation. In case of discrepancies the Norwegian version shall prevail)

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.

Styret gis fullmakt til å forhøye Selskapets aksjekapital med inntil NOK 26 193 938, dog slik at aksjekapitalen ikke i noe tilfelle forhøyes med mer enn 20 prosent av Selskapets registrerte aksjekapital, gjennom én eller flere kapitalforhøyelser.

The Board is authorized to determine the price and terms of such share capital increases.

Styret gis fullmakt til å fastsette tegningskurs og øvrige vilkår for slike kapitalforhøyelser.

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.

Styret gis fullmakt til å fravike aksjonærenes fortrinnsrett til tegning av nye aksjer i forbindelse med kapitalforhøyelser foretatt i henhold til denne fullmakten.

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.

Fullmakten omfatter beslutning om utstedelse av aksjer i forbindelse med fusjoner og oppkjøp, tingsinnskudd og rett til å pådra Selskapet særlige forpliktelser.

The authorization may be utilized to raise financing or issue consideration shares in connection with acquisitions of new assets or other transactions, and/or to finance general corporate purposes (including repayment of debt).

Fullmakten kan benyttes til å hente finansiering eller utstede vederlagsaksjer i forbindelse med erverv av nye eiendeler eller andre transaksjoner, og/eller til å finansiere generelle selskapsformål (herunder nedbetaling av gjeld).

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 2027, but in any event no later than 30 June 2027.

Fullmakten trer i kraft fra det tidspunkt den registreres i Foretaksregisteret og skal være gyldig frem til ordinær generalforsamling i 2027, dog uansett ikke lenger enn til 30. juni 2027.

Page 3 of 6


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.

Dersom fullmakten benyttes, helt eller delvis, skal styret endre Selskapets vedtekter for å reflektere ny aksjekapital etter kapitalforhøyelsen.


The Company accepts votes in advance for this Meeting. Such advance votes must be registered no later than 22 June 2026 at 16.00 CEST. Advance votes may be executed electronically via VPS Investor Services.

The annual report for 2025 is available for download on www.emgs.com/documents.

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.

Shareholders who wish to take part in the general meeting must, not later than two business days before the general meeting, i.e. by 16:00. (Norwegian time) on 22 June 2026 either (i) register electronically through VPS 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 e-mail: [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 wish to participate electronically, cf. Section 5-8 third subsection item (b) of the NPLLCA, must, within the same deadline, send an email to [email protected] to receive a participation link.

Only shareholders of record on the fifth business day prior to the general meeting is permitted to attend the general meeting. Owners of shares held in a nominee account must notify the Company of attendance no later than two business days prior to the general meeting.

A power of attorney for the shareholders who wish to grant a proxy to represent their shares at the general meeting is attached hereto.

Shareholder rights

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 NPLLCA.

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, 2 June 2026

Sign

Kenneth Ross

Chairman

Attachments:

Appendix 1: Electronic enrolment and participation information

Appendix 2: Form for submission by post or e-mail for shareholders who cannot register their elections electronically

Page 4 of 6


Appendix 1

Ref no:
PIN - code:

Notice of annual general meeting

The 2026 annual general meeting of Electromagnetic Geoservices ASA will be held on 24 June 2026, 12.00 CEST at the offices of Advokatfirmaet Arntzen AS, Ruseløkkveien 30, 9th floor, 0251 Oslo.

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 16:00 CEST on 22 June 2026

Electronic registration

Alternatively, use the "Form for submission by post or e-mail for shareholders who cannot register their elections electronically" included below.

Register during the enrollment/registration period:

  • Log in through VPS Investor services; available at https://investor.vps.no/garm/auth/login or through your account keeper (bank/broker). Once logged in - choose Corporate Actions – General Meeting – ISIN

You will see your name, reference number, PIN - code and balance. At the bottom you will find these choices:

[Enroll] [Advance Vote] [Delegate proxy] [Close]

"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 16:00 CEST on 22 June 2026 will not be possible.

Page 5 of 6


Appendix 2

Ref no:

PIN - code:

Form for submission by post or e-mail for shareholders who cannot register their elections electronically.

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 16:00 CEST on 22 June 2026. 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.

Electromagnetic Geoservices ASA as follows (tick the relevant box):

shares would like to be represented at the general meeting in

☐ Participate in the meeting representing own shares (do not mark the items below)

Please state your e-mail:

☐ Proxy to Chair of the Board of directors or the person he or she authorizes (if you want the proxy to be with instructions please mark "For", "Against" or "Abstein" on the individual items below)

☐ Advance votes («For», «Against» or «Abstain» on the individual items below)

☐ Open proxy to (do not mark items below – agree directly with your proxy solicitor if you wish to give instructions on how to vote)

(enter the proxy solicitors name and e-mail in block letters)

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 2026 annual general meeting For Against Abstain
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 2025 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 2025
6. Board of directors
6.1 Kenneth Ross (chairman)
6.2 Marianne Engelsen Hals
6.3 Sasha Siem
7. Nomination committee
7.1 Kristian Siem
7.2 Nicolay N. Kuhnle
8. Board compensation
9. Compensation to the members of the Nomination Committee
10. Remuneration Report
11. Amendments to the articles of association
11.1 Business name
11.2 Registered office
11.3 Business purpose
11.4 Municipality for general meeting
12. Board authorisation to issue new shares

The form must be dated and signed

Place

Date

Shareholder's signature