AGM Information • Jul 4, 2024
AGM Information
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Notice is hereby given that an extraordinary general meeting of TGS ASA, reg. no 976 695 372 (the "Company"), will be held on 25 July 2024 at 4:00 pm (Oslo time).
The general meeting will be arranged virtually and online through Lumi. The shareholders will be able to participate in the meeting, vote and ask questions from smart phones, tablets, laptops or stationary computers. The Company nevertheless encourages shareholders to vote in advance or give proxy prior to the meeting as further described below and in appendix 2.
The Company's Articles of Association sets a registration deadline. Shareholders who wish to participate (including by proxy) in the general meeting must therefore give notice to the Company by 23 July 2024 at 4:00 pm (Oslo time). A registration and proxy form is attached hereto as appendix 1. A guide for online participation is included as appendix 2.
The Company's Board of Directors (the "Board") has proposed the following agenda:
* / * / * / *
Chair of the Board, Christopher Geoffrey Finlayson, or someone appointed by the Board, will open the general meeting. A list of attending shareholders will be made.
The Board proposes that Viggo Bang‐Hansen of law firm Schjødt is elected to chair the meeting. One person attending the general meeting will be proposed to co‐sign the minutes.
The Board proposes that the general meeting makes the following resolution: "The notice and agenda are approved."
Reference is made to the Nomination Committee's proposal for the composition of the Board, whichis made available on the Company's web page, www.tgs.com.
Reference is made to the Nomination Committee's proposal for remuneration to Board, which is made available on the Company's web page, www.tgs.com.
Reference is made to the Nomination Committee's proposal for the composition of the committee, which is made available on the Company's web page, www.tgs.com.
Reference is made to the Nomination Committee's proposal for remuneration to its members, which is made available on the Company's web page, www.tgs.com.
The Board proposes that the general meeting approves a long‐term incentive plan for 2024, cf. the Norwegian Public Limited Liability Companies Act, sections 5‐6 (3) and 6‐16a, and as part thereof, issue new free‐standing warrants.
Since 2015, the general meeting has approved share‐based long‐term incentive plans. These plans are generally secured by free‐standing warrants. From these earlier plans, there are currently outstanding 1,207,190 free‐standing warrants associated with performance share units or restricted share units that, as of the date of the notice, have been granted but not yet vested and exercised.
The proposed 2024 plan provides for the grant of performance share units (PSUs) and restricted share units (RSUs) on terms generally consistent with the Company's Remuneration Policy. Upon vesting, the PSUs and RSUs will represent the right to receive shares of Company common stock as described below. The plan is limited to a maximum of 1,900,000 shares issuable upon vesting of the PSUs and RSUs (representing <1% of outstanding shares). The plan will be administered by the Board. In the event of any merger, reorganization, recapitalization, stock dividend, stock split, combination of shares, share exchange, or other change in shares of the Company, the number of shares then subject to the plan, including shares subject to outstanding awards, will be adjusted in proportion to the change in outstanding shares.
PSUs: Pursuant to the proposed 2024 plan, similar to the 2023 plan, PSUs will be granted to members of the executive and senior leadership teams and will vest three years after the date of grant. Upon vesting, the holder of the PSUs will receive Company shares (if any), with the number of shares issuable determined by multiplying the number of PSUs granted by a factor of 0% to 100%. The factor is determined by performance over a three‐year measurement period against three target metrics as determined by the Board: (i) a relative financial metric compared to a peer group, (ii) an absolute financial metric, and (iii) sustainability objectives and health, safety and environmental performance (leading and lagging measures). See further details in the Company's Remuneration Policy, which was approved by general meeting in 2023 and is available on the Company's web page, www.tgs.com.
RSUs: Pursuant to the proposed 2024 long‐term incentive plan, similar to the 2023 plan, RSUs will be granted to certain non‐executive key employees and will also vest three years after the date of grant. Upon vesting, the holder of the RSUs will receive an equivalent number of Company shares, subject to achieving satisfactory performance against individual goals over the three‐year plan period. The individual performance goals will be based on the performance criteria described in the Company's Remuneration Policy, with a focus on goals that support the corporate targets for financial performance, strategic initiatives and sustainability and HSE.
The holders of the PSUs and RSUs must remain employed throughout the vesting period to receive shares issuable under the awards. The holders will also be required to pay the nominal value, currently NOK 0.25, for each share of Company stock issued pursuant to the PSU or RSU, as applicable. A cash bonus in an amount per unit that is equivalent to dividends that are paid on outstanding Company common stock will be accrued during the vesting period and paid as compensation in accordance with the payout of the awards.
The executive and seniorleadership teams are subject to minimum Executive Stock Ownership Guidelines based on a multiple of salary for the CEO (4X), CFO (2X) and the rest of the executive team members and all senior leadership team members (1X). An executive or senior leader has five years from the date the individual is first subject to the guidelines to meet the required level of ownership.
The Board proposes that the Company secure the long‐term incentive plan by the issuance of free‐ standing warrants, to be subscribed for at the time of grant by employees who are granted RSUs and PSUs.
Based on the above, the Board therefore proposes that the general meeting makes the following resolution (one vote to be given for the proposed resolution in its entirety, not for each item of the proposed resolution):
The general meeting has in previous years granted the Board an authorization to acquire up to 10% of the shares in the Company. The Board's current authorization expired at the 2024 annual general meeting. To ensure continued flexibility in connection with potential acquisitions or other transactions, as well as to satisfy any obligations deriving from the Company's incentive program, the Board proposes that the general meeting grants a new authorization to acquire own shares in an amount up to 10% of the nominal value of Company's share capital.
The Board therefore proposes that the general meeting makes the following resolution:
The annual general meeting has previously granted the Board authorizationsto increase the share capital by issuance of new shares and/or convertible loans.
The current authorizations granted at the annual general meeting in 2023 expired at the 2024 annual general meeting, and the Board therefore proposesthat these authorizations are renewed with the same amounts, i.e. an authorization to, in each case, increase the share capital with a nominal amount corresponding to 10% of the current share capital, i.e. up to NOK 4,906,832.
Similar to the previous authorizations, the purpose of such authorizations is to provide the Board with financial flexibility (i) in connection with potential acquisitions, (ii) for organic growth of the Company and/or (iii) to strengthen the Company's balance sheet.
To exercise these authorizations in the best possible manner commercially, it may be relevant in certain situations to make a private placement of shares and/or convertible bonds to certain named persons and/or entities. The Board therefore requests that the authorizations also encompass the right to waive the shareholders' preemptive rights.
Based on the above, the Board proposes that the general meeting grants an authorization to issue shares through the following resolution:
Based on the above, the Board proposes that the general meeting grants an authorization to issue convertible loans through the following resolution:
As result of the merger with PGS ASA, the Company's Norwegian place of business will change from Oslo to Bærum municipality. The Board therefore proposes that section 4 of the Company's Articles of Association is amended to read: "The Company's business office is in the municipality of Bærum".
* / * / * / *
Shareholders who wish to attend and vote at the general meeting by proxy may send the proxy form electronically through VPS Investor Services or to DNB Bank ASA, Registrar's Department, no later than 4:00 pm (Oslo time) on 23 July 2024.
Notice of attendance must in any event be received no later than 4:00 pm (Oslo time) on 23 July 2024. Notice of attendance can be given electronically through the Company's website, www.tgs.com/investor‐center or VPS Investor Services, or by providing the completed attendance form to DNB Bank ASA, Registrar's Department, P.O. Box 1600 Sentrum, NO‐0021 Oslo, e‐mail [email protected].
For participation in the virtual general meeting shareholders must visit https://dnb.lumiagm.com/168483937 where they identify by use of the reference number and the Pin Code provided by Euronext Securities Oslo (VPS).
Shareholders will be able to follow a live transmission of the meeting, see presentations, ask questions to the items on the agenda and vote directly. Please note that shareholders must be registered as attending and logged in before the commencement of the meeting in order to be entitled to vote.
Shareholders unable to attend the general meeting may, prior to the meeting, cast a vote on each agenda item via the Investor Center on the Company's website, www.tgs.com, or through VPS Investor Services. The pin‐ code and reference number from the registration form is required to do so. The deadline for advance voting is 4:00 pm Oslo time on 23 July 2024. Until the deadline, votes already cast may be changed or withdrawn. Votes already cast prior to the general meeting will be considered withdrawn in the event of a shareholder attending the general meeting in person or by proxy.
A shareholder has the right to cast a vote for the number of shares that are registered to the respective shareholder with the Norwegian Central Securities Depository (VPS) on the fifth business day before the general meeting (i.e., 18 July 2024, the record date). Owners of shares registered with a nominee who wish to attend the general meeting, either in person or by proxy, must in accordance with Section 5‐3 of the Norwegian Public Limited Liability Companies Act notify the Company in advance. According to section 1‐8 of the NPLCA, as well as regulations on intermediaries covered by section 4‐5 of the Norwegian Act on Central Securities Depositories and Securities Settlement etc. and related implementing regulations, notice is sent to custodians who pass it on to shareholders for whom they hold shares. Shareholders must communicate with their custodians, who are responsible for conveying notices of attendance, proxies or voting instructions.
A shareholder has the right to address the general meeting and to bring one advisor and convey to him/her the right of address. A shareholder may table alternative resolutions for items included on the agenda and may request in the general meeting that members of the Board and/or the CEO provide available information about matters that may affect the assessment of the Company's financial situation, including information about activities in other companies in which the Company participates and other matters to be discussed in the general meeting, as further set out in section 5‐15 of the Norwegian Public Limited Liability Companies Act. Requests for information should be put forward no later than ten days prior to the general meeting.
TGS ASA is a Norwegian public limited company subject to the rules of the Norwegian Public Limited Liability Companies Act. As of the date of this notice, the Company has issued 196,273,293 shares, each of which represents one vote. As of the date of this notice, the Company holds in total 146,758 treasury shares that cannot be voted over. The shares also have equal rights in all other respects.
The following documents, as well as other documents regarding the general meeting, will be available under the Investor Center of the Company's web page, www.tgs.com:
Shareholders who wish to receive copies of such documents by ordinary post, or who otherwise have questions relating to the general meeting, including regarding electronic participation, may contact the Company by email ([email protected]) or through the Company's website.
* / * / * / *
This notice has the following appendices, which will be attached to the notice sent to the shareholders:

Extraordinary General Meeting in TGS ASA will be held on 25 July 2024, 4:00 pm (CEST) as a virtual meeting.
The shareholder is registered with the following amount of shares at summons: _______________ and vote for the number of shares registered in Euronext per Record date 18 July 2024.
The deadline for electronic registration of enrollment, advance votes, proxy of and instructions is 23 July 2024, at 4:00 pm (CEST).
Alternatively, "Form for submission by post or e-mail for shareholders who cannot register their elections electronically".
You will see your name, reference number, PIN - code and balance. At the bottom you will find these choices:

"Enroll" - There is a statutory requirement for registration. All shareholders will have the opportunity to log in to the meeting, but in order to have the right to speak and vote, you must have enrolled by the specified deadline. "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 make any registration.
Online participation: Please login through https://dnb.lumiagm.com/168483937 You must identify yourself using the reference number and PIN - code from VPS - see step 1 above. Shareholders can also get their reference number and PIN code by contacting DNB Bank Registrars Department by phone +47 23 26 80 20 (08:00-am – 3:30 pm).
If you are not logged in before the meeting starts, you will be granted access, but without the right to vote. Note that the same applies if you have not enrolled.

as follows (mark off):
The signed form can be sent as an attachment in an e-mail* to [email protected] (scan this form) or by post service 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 23 July 2024 at 4:00 pm (CEST) If the shareholder is a company, the signature must be in accordance with the company certificate.
*Will be unsecured unless the sender himself secure the e-mail.
___________________________________________________________________
☐ Open proxy to the following person (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 in the block letters)
Note: Proxy solicitor must contact DNB Bank Registrars Department by phone +47 23 26 80 20 (08:00-am – 3:30 pm) for login details.
Voting shall take place in accordance with the instructions below. Missing or unclear markings are considered a vote in line with the board's and the election committee's recommendations. If a proposal is put forward in addition to, or as a replacement for, the proposal in the notice, the proxy solicitor determines the voting.
| Agenda for the Extraordinary General Meeting 25 July 2024 | For | Against | Abstain | |
|---|---|---|---|---|
| 1. Opening and registration of attending shareholders | - | - | - | |
| 2. Appointment of meeting chair and a person to co-sign the minutes | | | | |
| 3. Approval of the notice and the agenda | | | | |
| 4. Appointment of members to the Board | - | - | - | |
| a. | Christopher Geoffrey Finlayson, Chair | | | |
| b. Luis Araujo |
| | | |
| c. Bettina Bachmann |
| | | |
| d. Maurice Nessim |
| | | |
| e. Svein Harald Øygard |
| | | |
| f. Trond Brandsrud |
| | | |
| g. Anne Grethe Dalane |
| | | |
| h. Emeliana Rice-Oxley |
| | | |
| 5. Approval of remuneration to the members of the Board | | | | |
| 6. Appointment of member to the Nomination Committee | - | - | - | |
| a. Henry H. Hamilton III |
| | | |
| b. Terje Valebjørg |
| | | |
| 7. Approval of remuneration to the members of the Nomination Committee | | | | |
| 8. Approval of long-term incentive plan and resolution to issue free-standing warrants | | | | |
| 9. Board authorization to acquire own shares | | | | |
| 10. Board authorizations to (a) issue new shares and (b) issue convertible loans | - | - | - | |
| a. | Authorisation to issue new shares | | | |
| b. | Authorisation to issue convertible loans | | | |
| 11. Amendment to the Articles of Association | | | |
TGS ASA will hold an extraordinary general meeting on 25 July 2024 at 4:00 pm CEST as a digital meeting, where you get the opportunity to participate online with your PC, phone or tablet. Below is a description of how to participate online.
We also point out that you also can vote in advance or give a proxy before the meeting. See the notice for further details on advance voting and how to authorize a proxy. If you vote in advance or give a proxy, you can still log on to the general meeting to follow and ask questions, but you will not have the opportunity to vote on the items.
By participating online, shareholders will receive a live webcast from the general meeting, the opportunity to ask written questions, and vote on each of the items. Secure identification of shareholders is done by using the unique reference number and PIN code assigned to each shareholder by the Norwegian Central Securities Depository (Euronext VPS) in relation to this General Meeting.
Registration is required for shareholders who want to participate online, and shareholders must be logged in before the general meeting starts. Log ins after meeting has started will receive access, but with no voting rights.
Shareholder who do not find their reference number and PIN code for access, or have other technical questions is welcome to call DNB Registrars Department on phone + 47 23 26 80 20 (between 08:00-15:30)
To be able to participate online, you must go to the following website: https://dnb.lumiagm.com
either on your smartphone, tablet or PC. All major known browsers, such as Chrome, Safari, Edge, Firefox etc. are supported.
enter Meeting ID: 168-483-937 and click Join:
Alternatively put direct link in your browser https://dnb.lumiagm.com/168483937
As the company has decided to allow for guest log ins you will be prompted to decide between
| Aksjonær/shareholder Ref.nr & PIN | |
|---|---|
| Gjestepalogging/ Guests |
If you choose Guests, you will be asked to state your name and e-mail. You will not have voting rights or the right to speak in the meeting.
If you are a shareholder, choose Shareholder Ref.nr & PIN. You must then identify yourself with.
Once you have logged in, you will be taken to the information page for the general meeting. Here you will find information from the company, and how this works technically. Note that you must have internet access throughout the meeting. If you for some reason log off, just log in again following steps above.
All shareholders registered in the VPS are assigned their own unique reference and PIN code for use in the General Meeting, available to each shareholder through VPS Investor Services. Access VPS Investor Services, select Corporate Actions, General Meeting. Click on the ISIN and you can see your reference number (Ref.nr.) and PIN code.
All VPS directly registered shareholders have access to investor services either via https://investor.vps.no/garm/auth/login or internet bank. Contact your VPS account operator if you do not have access.
Shareholders who have not selected electronic corporate messages in Investor Services will also receive their reference number and PIN code by post together with the summons from the company (on registration form).
Custodian registered shareholders: Shares held through Custodians (nominee) accounts must exercise their voting rights through their custodian. Please contact your custodian for further information.
When items are available for voting, you can vote on all items as quickly as you wish. Items are closed for voting as the general meeting considers them. Items will be pushed to your screen. Click on the vote icon if you click away from the poll.
To vote, press your choice on each of the issues. FOR, AGAINST or ABSTAIN. Once you have cast your vote, you will see that your choice is marked. You also get a choice where you can vote jointly on all items. If you use this option, you can still override the choice on items one by one if desired.
To change your vote, click on another option. You can also choose to cancel. You can change or cancel your vote until the chair of the meeting concludes the voting on the individual items. Your last choice will be valid.
NB: Logged in shareholders who have voted in advance or given a power of attorney will not have the opportunity to vote but can follow and write messages if desired.
| 02-UK 9 | 15:54 Poll Open |
@ 33% ! |
|---|---|---|
| Split Voting | ||
| the chair | 2. Valg av møteleder og person til å medundertegne protokollen / Election of person to chair the meeting and election of a person to co-sign the minutes together with |
|
| Select a choice to send. | ||
| For / For | ||
| Mot / Against | ||
| Avstår / Abstain | ||
| Cancel |
Questions or messages relating to the items on the agenda can be submitted by the shareholder or appointed proxy at any time during the meeting as long as chair of the meeting holds this open.
If you would like to ask a question relating to the items on the agenda, select the messaging icon.
Enter your question in the message box that says "Ask a Question". When you have finished writing your question, click on the submit button.
Questions submitted online will be moderated before going to the chair. This is to avoid repetition of questions as well as removal of inappropriate language.
All shareholders who submit questions will be identified with their full names, but not holding of shares.
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