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PGS ASA AGM Information 2010
3712_rns_2010-04-29_34864b92-2042-4e0f-9605-af08dd5bf995.pdf
AGM Information
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MINUTES FROM ANNUAL GENERAL MEETING
IN
PETROLEUM GEO-SERVICES ASA
On Thursday April 29, 2010 the Annual General Meeting was held at Petroleum Geo-Services ASA’s (the “Company”) offices at Lysaker.
From the Board of Directors (the “Board”), the following directors were present:
Chairperson of the Board Francis Robert Gugen, Vice Chairperson Harald Norvik, Daniel J. Piette, Holly van Deursen, Carol Bell and Ingar Skaug.
From the Management, the following persons were present:
President and CEO Jon Erik Reinhardsen, Executive Vice President and CFO Gottfred Langseth, General Counsel Espen Sandvik.
The Chairperson of the Board Francis Robert, who prepared a list of attending shareholders, chaired the Annual General Meeting. 58,122,559 shares out of the 197,999,999 shares of the Company were represented, equivalent to approximately 29.35 % of the share capital and the votes. The list is attached to these minutes.
ITEM 1 APPROVAL OF THE CALLING NOTICE AND AGENDA
There were no comments on the notice of the meeting or the agenda. The following was unanimously resolved:
The calling notice and agenda were unanimous approved by the General Meeting.
ITEM 2 ELECTION OF PERSON TO COUNTERSIGN THE MINUTES
The following was unanimously resolved:
Espen Sandvik was appointed to countersign the Minutes.
ITEM 3 APPROVAL OF THE DIRECTORS’ REPORT AND FINANCIAL STATEMENTS OF PETROLEUM GEO-SERVICES ASA AND THE GROUP FOR 2009
The Board of Directors’ Report and the Financial Statements for 2009 were presented by President and CEO Jon Erik Reinhardsen. The auditor gave comments to the accounts and recited the conclusion from the auditor’s report.
The following was resolved by 58,110,541 votes in favour, 12,018 votes against, and 10,856 votes being abstained, equivalent to approximately 99.98% majority:
The Board of Directors’ Report and the Financial Statements of Petroleum Geo-Services ASA and the group for 2009 are approved.
ITEM 4 APPROVAL OF THE AUDITOR’S FEE FOR 2009
The Auditor’s fees for 2009 amount to NOK 3,001,544.
The following was resolved by 57,822,419 votes in favour, 292,248 votes against, and 7,892 votes being abstained, equivalent to approximately 99.48 % majority:
The General Meeting approves the Annual Auditor’s fees for 2009.
ITEM 5 ELECTION OF BOARD MEMBERS
The chairperson of the Nomination Committee informed of the Committee’s work and recommendation on members for re-election to the Board.
Item 5.1 Francis Robert Gugen (Chairperson)
The following was resolved by 58,071,369 votes in favour, 30,135 votes against, and 21,055 votes being abstained, equivalent to approximately 99.91% majority:
Francis Robert Gugen shall be re-elected as Chairperson to the Board of Directors for a service period commencing on the date hereof.
Item 5.2 Harald Norvik (Vice Chairperson)
The following was resolved by 57,064,379 votes in favour, 1,037,537 votes against, and 20,643 votes being abstained, equivalent to approximately 98.18% majority:
Harald Norvik shall be re-elected as Vice Chairperson to the Board of Directors for a service period commencing on the date hereof.
Item 5.3 Daniel J. Piette
The following was resolved by 58,074,157 votes in favour, 26,904 votes against, and 21,498 votes being abstained, equivalent to approximately 99.92% majority:
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Daniel J. Piette shall be re-elected to the Board of Directors for a service period commencing on the date hereof.
Item 5.4 Holly Van Deursen
The following was resolved by 51,966,686 votes in favour, 6,134,636 votes against, and 21,237 votes being abstained, equivalent to approximately 89.41% majority:
Holly Van Deursen shall be re-elected to the Board of Directors for a service period commencing on the date hereof.
Item 5.5 Annette Malm Justad
The following was resolved by 57,833,185 votes in favour, 268,200 votes against, and 21,174 votes being abstained, equivalent to approximately 99.50% majority:
Annette Malm Justad shall be re-elected to the Board of Directors for a service period commencing on the date hereof.
Item 5.6 Carol Bell
The following was resolved by 57,797,387 votes in favour, 304,889 votes against, and 20,283 votes being abstained, equivalent to approximately 99.44% majority:
Carol Bell shall be re-elected to the Board of Directors for a service period commencing on the date hereof.
Item 5.7 Ingar Skaug
The following was resolved by 57,100,159 votes in favour, 1,001,147 votes against, and 21,253 votes being abstained, equivalent to approximately 98.24% majority:
Ingar Skaug shall be re-elected to the Board of Directors for a service period commencing on the date hereof.
ITEM 6 NOMINATION COMMITTEE – ELECTION OF MEMBERS
The Chairperson of the Nomination Committee informed of the Committee’s work and recommendation on members for re-election to the Nomination Committee.
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Item 6.1 Roger O'Neil (Chairperson)
The following was resolved by 57,630,634 votes in favour, 470,192 votes against, and 21,733 votes being abstained, equivalent to approximately 99.15% majority:
Roger O'Neil shall be re-elected to the Nomination Committee as Chairperson for a service period commencing on the date hereof and ending with the 2011 Annual General Meeting.
Item 6.2 C. Maury Devine
The following was resolved by 57,636,464 votes in favour, 465,073 votes against, and 21,022 votes being abstained, equivalent to approximately 99.16% majority:
C. Maury Devine shall be re-elected to the Nomination Committee for a service period commencing on the date hereof and ending with the 2011 Annual General Meeting.
Item 6.3 Hanne Harlem
The following was resolved by 57,640,329 votes in favour, 461,934 votes against, and 20,296 votes being abstained, equivalent to approximately 99.17% majority:
Hanne Harlem shall be sent to the Nomination Committee for a service period commencing on the date hereof and ending with the 2011 Annual General Meeting.
ITEM 7 APPROVAL OF THE BOARD MEMBERS' AND NOMINATION COMMITTEE MEMBERS' FEES
Item 7.1 Motion to approve Board members' and Nomination Committee members' fees
The chairperson presented the Board Members' and Nomination Committee members' fees.
The following was resolved by 58,065,885 votes in favour, 34,767 votes against, and 21,907 votes being abstained, equivalent to approximately 99.90% majority:
The General Meeting approves the fee to each member of the Board of Directors and each member of the Nomination Committee.
Item 7.2 Motion to approve the principles for the shareholder elected Board members' fees for the period 29 April 2010 to the Annual General Meeting 2011
The chairperson presented the principles for the shareholder elected Board members’ fees for the period 29 April 2010 to the General Meeting 2011.
The following was resolved by 58,074,759 votes in favour, 27,461 votes against, and 20,339 votes being abstained, equivalent to approximately 99.92% majority:
The General Meeting approves the principles for the shareholder elected Board members’ fees for the period 29 April 2010 to the Annual General Meeting 2011.
Item 7.3
Motion to approve the principles for the fees for the members of the Nomination Committee for the period 29 April 2010 to the Annual General Meeting 2011
The chairperson presented the principles for the fees for the members of the Nomination Committee for the period 29 April 2010 to the Annual General Meeting 2011.
The following was resolved by 58,068,536 votes in favour, 33,431 votes against, and 20,592 votes being abstained, equivalent to approximately 99.91% majority:
The General Meeting approves the principles for the Nomination Committee members’ fees for the period 29 April 2010 to the Annual General Meeting 2011.
ITEM 8
STATEMENT FROM THE BOARD REGARDING REMUNERATION PRINCIPLES FOR SENIOR EXECUTIVES
The Chairperson gave a presentation of the statement from the Board regarding remuneration principles for senior executives.
The following was resolved by 48,848,924 votes in favour, 9,252,302 votes against, and 21,333 votes being abstained, equivalent to approximately 84.04% majority:
The Board statement pursuant to § 6-16a of the Public Limited Companies Act is approved.
ITEM 9
AUTHORIZATION TO ACQUIRE TREASURY SHARES
The Chairperson informed of the proposal to authorize the Company’s Board of Directors to acquire treasury shares.
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The following was resolved by 58,044,212 votes in favour, 61,101 votes against, and 17,246 votes being abstained, equivalent to approximately 99.89% of votes given and 99.87% of votes represented:
(i) The Board of Directors is authorized to acquire shares in the Company on behalf of the Company.
(ii) The shares are to be acquired at market terms on a regulated market where the shares are traded.
(iii) The shares are to be disposed of either to meet obligations under employee incentive schemes, as part of consideration payable for acquisitions made by the Company, as part of consideration for any mergers, demergers or acquisitions involving the Company, by way of cancellation of the shares in part or full, to raise funds for specific investments, for the purpose of paying down loans (including convertible loans), or in order to strengthen the Company's capital base. The Board is free to choose the method of disposal considered expedient for such purposes.
(iv) The maximum face value of the shares which the Company may acquire pursuant to this authorization is in total NOK 59,399,997. Under no circumstances can the Company acquire shares leading to an aggregate number of treasury shares exceeding 10 percent of the total number of shares. The minimum amount which may be paid for each share acquired pursuant to this power of attorney is NOK 3, and the maximum amount is NOK 300.
(v) This authorization is valid from registration in the Norwegian Register of Business Enterprises and expires on 30 June 2011.
(vi) The authorization to acquire Treasury Shares granted on 14 May 2009 is revoked with effect from the time the above authorization in this item 9 becomes effective.
ITEM 10 AMENDMENTS TO THE ARTICLES OF ASSOCIATION
The chairperson informed of the proposal to make certain amendments to the Articles of Association.
Item 10.1 Making possible written and electronic voting
The following was resolved by 58,067,627 votes in favour, 10,200 votes against, and 44,732 votes being abstained, equivalent to approximately 99.98% of votes given and 99.91% of votes represented:
The following new paragraph is inserted at the end of § 7 of the Articles of Association:
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Written and/or electronic voting in accordance with the Public Companies Act § 5-8 b) shall be allowed for meetings where such method of voting is arranged by the Board of Directors.
Item 10.2 Time for notice of the General Meetings
The Chairman informed that the Board had withdrawn the proposal made under this item.
ITEM 11 APPROVAL OF SHARE OPTION PLAN
The Chairperson informed of the new share option plan.
Nils Bastiansen, representing shareholder Folketrygdfondet, made a statement on the Folketrygdfond’s views on the option program. The statement is attached these minutes.
The Chairman informed of the considerations made by the Board that are behind the proposal. The proposal was further discussed before a vote was held.
The following was resolved by 48,371,170 votes in favour, 9,730,942 votes against, and 20,447 votes being abstained, equivalent to approximately 83.22% majority:
The share option plan is approved.
ITEM 12 MOTION TO AUTHORIZE THE COMPANY’S BOARD OF DIRECTORS TO INCREASE THE SHARE CAPITAL
The chairperson informed of the proposal to authorize the Company’s Board to increase the share capital.
Item 12.1 General authorization to issue new shares
The following was resolved by 57,242,480 votes in favour, 866,123 votes against, and 13,956 votes being abstained, equivalent to approximately 98.51% of votes given and 98.49% of votes represented:
The General Meeting hereby approves the following authorization:
(i) The Board of Directors is authorized to increase the Company’s share capital by a total amount of NOK 59,399,997, through one or more subscriptions. The Board of Directors is further authorized to determine the price and terms of such offerings and subscriptions, including but not limited to, whether in the Norwegian and/or the
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international markets, whether private or public and whether or not underwritten.
(ii) The authorization includes the right to increase the Company's share capital in return for non-cash contributions and the right to assume special obligations on behalf of the Company.
(iii) The authorization shall be utilised in connection with potential acquisitions of companies or businesses within the oil and energy sector, including the oil service sector, settlement of obligations (including convertible loans), or to raise funds in order to strengthen the Company's capital base.
(iv) The Board of Directors is further authorized to set aside the preferential rights pursuant to Section 10-4 of the Public Limited Companies Act. The rationale behind each such resolution must be given by the Board, and must be based on this being in the interest of the company due to strategic benefits or need for capital contributions.
(v) The authorization includes a resolution to merge, c.f. the Public Limited Companies Act Section 13-5.
(vi) The authorization shall be effective from the date it is registered in the Norwegian Register of Business Enterprises and shall be valid until 30 June 2011.
(vii) The general authorization to issue new shares that was granted on the Extraordinary General Meeting 14 October 2009 is revoked with effect from the time the above authorization in this item 12.1 becomes effective.
Item 12.2 Authorization to issue new shares in connection with share option program
The following was resolved by 48,618,221 votes in favour, 9,489,510, votes against, and 14,828 votes being abstained, equivalent to approximately 83.67% of votes given and 83.65% of votes represented:
The General Meeting hereby approves the following authorization:
(i) The Board of Directors is authorized to increase the Company's share capital by a total amount of NOK 28,000,000 through one or more subscriptions. The Board of Directors is further authorized to determine the price and terms of such offerings and subscriptions within the limits and in accordance of the terms of the Company's share option programs in force at any time.
(ii) The authorization shall only be utilised in connection with the Company's share option programs in force at any time.
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(iii) The Board of Directors is further authorized to waive the preferential rights pursuant to Section 10-4 of the Public Limited Companies Act. The reason for this is that the objective of the share option program is to create incentives to employees.
(iv) The authorization shall be effective from the date it is registered in the Norwegian Register of Business Enterprises and expires on 30 June 2011.
(v) The authorization to issues new shares in connection with the share option program that was granted at the General Meeting on 14 May 2009 is revoked with effect from the time the above authorization in this item 12.2 becomes effective.
ITEM 13 MOTION TO AUTHORIZE THE COMPANY'S BOARD OF DIRECTORS TO ISSUE CONVERTIBLE LOANS
The chairperson informed of the proposal to authorize the Company’s Board to issue convertible loans.
The following was resolved by 57,113,765 votes in favour, 999,106 votes against, and 9,688 votes being abstained, equivalent to approximately 98.28% of votes given and 98.26% of votes represented:
The General Meeting hereby approves the following authorization:
(i) The Company may raise new convertible loans at a total amount of NOK 3,500,000,000 (or the equivalent in other currencies). The Board of Directors are authorised to negotiate and enter into convertible loan agreements within the limits and in accordance with the terms of this authorisation.
(ii) The share capital of the Company may be increased by a total of NOK 59,399,997 as a result of the loans referred to in sub item (i) above being converted into equity.
(iii) The shareholders’ preferential rights to subscribe the loans may be set aside. The rationale behind each such resolution must be given by the Board, and must be based on this being in the interest of the company due to strategic benefits or need for capital contributions.
(iv) The authorization to issue new convertible loans shall be effective from the date it is registered in the Norwegian Register of Business Enterprises and shall be valid until 30 June 2011. The authorization to increase the share capital in accordance with sub item (ii) above shall
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be valid as long as required to meet the Company's obligations under the loan agreements.
(v) The authorization to issue convertible loans granted on 14 May 2009 is revoked with effect from the time the above authorization in this item 13 becomes effective.
ITEM 14 INDEMNIFICATION OF BOARD OF DIRECTORS
The chairperson informed of the background for indemnification of the Board.
The following was resolved by 58,045,479 votes in favour, 63,075 votes against, and 14,005 votes being abstained, equivalent to approximately 99.87% majority:
The General Meeting accepts indemnification for the Board members for the period of 29 April 2010 to 11 May 2011.
FINAL COMMENTS
There were no further issues on the agenda. The Annual General Meeting was adjourned.
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PGS Ordinær generalforsamling 29. april 2010
Sak 11: Godkjennelse av aksjeopsjonsprogram
Etter en totalvurdering vil vi stemme for det foreslåtte aksjeopsjonsprogrammet, men ønsker å trekke frem noen momenter vi mener styret bør vurdere for å ivareta aksjonærverdier på en bedre måte.
Vi stiller oss generelt positive til avlønningsordninger som er målrettet og resultatavhengig. Derfor er vi av den oppfatning at det er positivt at langsiktige insentivordninger er knyttet opp mot definerte personlige mål, selskapsmål og mål for å sikre god verdiskaping for aksjonærene over tid.
Etter vår vurdering bør det etableres tildelingskriterier med klare resultatkrav som en forutsetning for tildeling av opsjoner. Vi kan ikke se at det er satt et slikt krav i ordningene i PGS. Ved bruk av langsiktige opsjonsordninger bør også innløsningskurs justeres årlig. Begrunnelsen for dette er å sikre at insentivbaserte lønnsordninger skal belønne oppnådde resultater utover det som normalt må forventes.
Vi ber styret vurdere å ta dette inn i ordningen, og at våre synspunkter blir protokollført.
Møteliste Oppmøtt PETROLEUM GEO-SERV.
29.04.2010
| Retirr | Fornavn | Firma-/Etternavn | Repr. ved | Aktør | Aksje | Egne | Fullmøkt | Totalt | % kapital | % repr. | Stemmemel | % påmeldt |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 84867 | Hans G. W. Wang | Fullmektig | Ordinær | 0 | 200 | 200 | 0,00 % | 0,00 % | 0,00 % | |||
| 18 | FOLKETRYGDFONDET | Ole Jakob Hundstad | Aksjonær | Ordinær | 19 689 610 | 0 | 19 689 610 | 9,94 % | 34,57 % | 34,54 % | ||
| 8987 | BERND | WISKEMANN | Aksjonær | Ordinær | 5 600 | 0 | 5 600 | 0,00 % | 0,01 % | 0,01 % | ||
| 85530 | Harald | Etgaaen | Fullmektig | Ordinær | 0 | 3 275 000 | 3 275 000 | 1,65 % | 5,75 % | 5,74 % | ||
| 45302 | KAARE | GYTHFELDT | Aksjonær | Ordinær | 330 | 0 | 330 | 0,00 % | 0,00 % | 0,00 % | ||
| 31716 | NILS EDVARD | ELLINGVÅG | Aksjonær | Ordinær | 820 | 0 | 820 | 0,00 % | 0,00 % | 0,00 % | ||
| 71965 | ODD HARRY | PAULSEN | Aksjonær | Ordinær | 9 | 0 | 9 | 0,00 % | 0,00 % | 0,00 % | ||
| 78774 | Robert Gugen | Styrets Leder | Fullmektig | Ordinær | 0 | 8 212 327 | 8 212 327 | 4,15 % | 14,42 % | 14,40 % |