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TGS ASA Proxy Solicitation & Information Statement 2026

Apr 8, 2026

3774_rns_2026-04-08_8390fc50-28e8-49b6-9c3b-cf6f04b5a883.pdf

Proxy Solicitation & Information Statement

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TGS

TO THE SHAREHOLDERS OF
TGS ASA
NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the annual general meeting of TGS ASA, reg. no 976 695 372 (the "Company"), will be held on 29 April 2026 at 5:00 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 set a registration deadline. Shareholders who wish to participate (including by proxy) in the general meeting must therefore give notice to the Company by 27 April 2026 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:

  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 agenda
  4. Approval of the financial statements and Board's report for 2025
  5. Approval of auditor's fee
  6. Appointment of members to the Board
  7. Approval of remuneration to the members of the Board
  8. Appointment of members to the Nomination Committee
  9. Approval of remuneration to the members of the Nomination Committee
  10. Approval of updated guidelines for the Nomination Committee
  11. Statement on corporate governance pursuant to section 2-9 of the Norwegian Accounting Act
  12. Report on remuneration for senior executives
  13. Approval of long-term incentive plan and resolution to issue free-standing warrants
  14. Board authorization to acquire own shares
  15. Board authorizations to (a) issue new shares and (b) issue convertible loans
  16. Board authorization to distribute dividends and make group contributions

  17. / * / * / *

1 Opening and registration of attending shareholders

Chair of the Board, Trond Brandsrud, or someone appointed by the Board, will open the general meeting. A list of attending shareholders will be made.


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2 Appointment of meeting chair and a person to co-sign the minutes

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.

3 Approval of the notice and agenda

The Board proposes that the general meeting makes the following resolution: "The notice and agenda are approved."

4 Approval of the financial statements and Board's report for 2025

The Board's report, the Company's financial statements and the consolidated financial statements of the Company and its subsidiaries (the Group) for 2025, together with the audit report, were published on 20 March 2026 and are available on the Company's web page, www.tgs.com.

The Board proposes that the general meeting makes the following resolution: "The general meeting approves the Board's report for 2025 and the Company's financial statements for 2025."

5 Approval of auditor's fee

The Board proposes to approve a fee of USD 440,000 to the auditor as the 2025 audit fee for the Company. This does not include fees related to the audits of the Company's subsidiaries or other professional services rendered. Note 6 to the Company's Financial Statements and Note 11 to the Group's Consolidated Financial Statements provide further details on other fees to the auditor.

The Board proposes that the general meeting makes the following resolution: "The general meeting approves the auditor's fees for 2025."

6 Appointment of members to the Board

Reference is made to the Nomination Committee's proposal for the composition of the Board, which is made available on the Company's web page, www.tgs.com.

7 Approval of remuneration to the members of the Board

Reference is made to the Nomination Committee's proposal for remuneration to the Board, which is made available on the Company's web page, www.tgs.com.

8 Appointment of members to the Nomination Committee

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.

9 Approval of remuneration to the members of the Nomination Committee

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.

10 Approval of updated guidelines for the Nomination Committee

Following an internal review of the Company's corporate governance documents, the Board has determined that the guidelines for the Nomination Committee should be updated to ensure alignment with the Norwegian Code of Practice for Corporate Governance and other applicable regulations. The Nomination Committee has been involved in the update. The proposed guidelines are made available on the Company's web page, www.tgs.com as an attachment to the Nomination Committee's recommendation.


The Board proposes that the general meeting makes the following resolution: "The general meeting approves the updated guidelines for the Nomination Committee."

11 Statement on corporate governance

Pursuant to section 5-6 (5) of the Norwegian Public Limited Liability Companies Act, the general meeting shall consider the statement on corporate governance made in accordance with section 2-9 of the Norwegian Accounting Act. The statement is included under the heading "Corporate Governance" in the Company's Annual Report for 2025, which is available on the Company's web page, www.tgs.com. The statement will not be subject to a vote.

12 Report on remuneration for senior executives

In accordance with section 6-16b of the Norwegian Public Limited Liability Companies Act and ancillary regulations, the Board has prepared a statement with respect to the remuneration of senior executives of the Company, which is set forth in the TGS Remuneration Report, available on the Company's web page at www.tgs.com. Reference is also made to Note 11 to the Group's consolidated financial statements for 2025 and Item 12 of the report on Corporate Governance, which are included in the Company's Annual Report for 2025 that is available on the Company's web page, www.tgs.com.

The Board proposes that the general meeting makes the following advisory resolution: "The report pursuant to section 6-16b of the Norwegian Public Limited Liability Companies Act is approved."

13 Approval of long-term incentive plan and resolution to issue free-standing warrants

The Board proposes that the general meeting approves a long-term incentive plan for 2026, 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 3,250,487 free-standing warrants associated with performance share units or restricted share units that, as per the date of this notice, have been granted but not yet vested and exercised.

The proposed 2026 plan provides for the grant of performance share units (PSUs) and restricted share units (RSUs) on terms generally consistent with the 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 2,000,000 shares issuable upon vesting of the PSUs and RSUs. 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 2026 plan, similar to the 2025 plan, PSUs will be granted to members of the executive and senior leadership teams and will generally 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 metrics further detailed under "Long-Term Incentive" in the Company's Remuneration Policy, which is issued alongside the Company's Annual Report for 2025 and is available on the Company's web page, www.tgs.com.


RSUs: Pursuant to the proposed 2026 plan, similar to the 2025 plan, RSUs will be granted to key employees, which may include members of the executive and senior leadership teams, and will also generally 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 vesting 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 objectives 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 par 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 senior leadership 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):

(i) The general meeting approves the 2026 long-term incentive plan.

(ii) The Company shall issue a minimum of 10,000 and a maximum of 2,000,000 free-standing warrants, however subject to the requirement that the number of issued and outstanding free-standing warrants shall in no event exceed 5 percent of the registered number of shares in the Company at the date of this resolution.

(iii) Each free-standing warrant shall give the right to subscribe for 1 share at par value.

(iv) The free-standing warrants may be subscribed for by employees who are granted rights under the long-term incentive plan upon the decision by the Board. Existing shareholders shall not have preferred rights to subscribe for the free-standing warrants pursuant to the Norwegian Public Limited Liability Companies Act section 11-13, cf. sections 10-4 and 10-5.

(v) The free-standing warrants shall be subscribed for on a separate subscription form at the latest by 31 December 2026. The employees shall not pay for the free-standing warrants issued.

(vi) The price to be paid for the shares issued on the basis of the free-standing warrants shall be the par value of the shares.

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(vii) The right to request the issuance of shares under the free-standing warrants follows from the long-term incentive plan, but so that no free-standing warrant can be exchanged for shares later than five years following the date of this general meeting.

(viii) The holder of the free-standing warrants shall not have rights as a shareholder with regard to capital increases, capital reductions, new resolutions on the issue of warrants, dissolution, merger, demerger or reorganization, except with respect to shares that have been issued to and paid for by the free-standing warrant holder. Upon changes in the Company's share capital, such as share splits, reverse splits and other capital actions as provided for in the long-term incentive plan, the warrant terms (subscription price and number of shares to be issued upon exercise) shall be adjusted as set out in the long-term incentive plan.

(ix) Shares issued on the basis of the free-standing warrants shall give right to dividends declared following the date the shares are issued.

(x) As part of the long-term incentive plan, the free-standing warrants cannot be transferred. Any outstanding free-standing warrants shall be transferred back to the Company as and when the right to exercise the right to request shares in exchange for the free-standing warrants is lost pursuant to the underlying long-term incentive plan.

14 Board authorization to acquire own shares

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 expires at the annual general meeting in 2026. 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 programs, 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:

(i) The Board is hereby authorized to acquire, on behalf of the Company, the Company's own shares up to 10% of the nominal value of Company's share capital, which pursuant to the current nominal value is up to NOK 4,914,993. The limitations shall be adjusted in the event of share consolidation, share reduction, share splits, and similar transactions, and for any reduction.

(ii) The lowest price to be paid per share shall be the par value and the highest price to be paid per share shall be the volume-weighted average price as quoted on the stock exchange for the five business days prior to the time of the acquisition plus 5%. The lowest price is equal to the current nominal value and shall be adjusted in the event of share consolidation, share splits, and similar transactions.

(iii) Acquisitions and sales of the Company's own shares can take place in the manner that the Board considers to be in the Company's best interest.

(iv) The authorization may be used once or several times. This authority shall be valid until the annual general meeting in 2027, however no longer than until 30 June 2027.

(v) The authorization shall replace previously granted authorizations to acquire own shares.


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15 Board authorizations to (a) issue new shares and (b) issue convertible loans

The annual general meeting has previously granted the Board authorizations to increase the share capital by issuance of new shares and/or convertible loans.

The current authorizations granted at the annual general meeting in May 2025 expire at the 2026 annual general meeting, and the Board therefore proposes that 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, in the aggregate, 10% of the current share capital equal to up to NOK 4,914,993.

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.

A / Share issue authorization:

Based on the above, the Board proposes that the general meeting grants an authorization to issue shares through the following resolution:

(i) In accordance with section 10-14 of the Norwegian Public Limited Liability Companies Act, the Board is granted the authorization to increase the Company's share capital by up to NOK 4,914,993 through one or more issuances of new shares or bonus issues; provided that the combined number of shares that are issued pursuant to this authorization and the authorization in agenda item 15B below shall not exceed 10% of the Company's current share capital. The subscription price and other subscription terms will be determined by the Board.

(ii) The capital increase may be paid in cash, by set-off or by other contributions in kind. The authorization includes the right to incur special obligations on behalf of the Company, cf. section 10-2 of the Norwegian Public Limited Liability Companies Act.

(iii) The shareholders' preemptive rights pursuant to section 10-4 of the Norwegian Public Limited Liability Companies Act to subscribe for any new shares may be deviated from by the Board, cf. section 10-5 of the Norwegian Public Limited Liability Companies Act.

(iv) The authorization shall encompass share capital increases in connection with mergers, cf. section 13-5 of the Norwegian Public Limited Liability Companies Act.

(v) The authorization is valid until the annual general meeting in 2027, but no later than 30 June 2027.

(vi) The authorization shall replace previously granted authorizations to issue new shares.

B / Convertible loan authorization:

Based on the above, the Board proposes that the general meeting grants an authorization to issue convertible loans through the following resolution:

(i) In accordance with section 11-8 of the Norwegian Public Limited Liability Companies Act, the Board is granted the authorization to issue loans for a total amount of up to NOK 2,250,000,000 with the right to require shares to be issued (convertible loans).


(ii) The share capital may be increased by up to NOK 4,914,993, provided that the combined number of shares that are issued pursuant to this authorization and the authorization in agenda item 15A above shall not exceed 10% of the Company's current share capital.

(iii) The subscription price and other subscription terms will be determined by the Board.

(iv) The shareholders' preemptive rights pursuant to section 11-4 of the Norwegian Public Limited Liability Companies Act may be deviated from by the Board, cf. sections 10-4 and 10-5 of the Norwegian Public Limited Liability Companies Act.

(v) The authorization is valid until the annual general meeting in 2027, but no later than 30 June 2027.

(vi) The authorization shall replace previously granted authorizations to issue convertible loans.

16 Board authorization to distribute dividends and make group contributions

The annual general meeting for 2025 authorized the Board to distribute quarterly dividends and make group contributions on the basis of the 2024 financial statements. The authorization was granted as Norwegian law provides that dividends declared in the period between approval of the financial statements for one year and approval of the next year's financial statements will, absent a shareholder approved audited interim balance sheet, be considered as additional dividends based on the financial statements for the last year approved. The Board has reviewed the Company's financial situation, including the Company's distributable reserves according to the financial statements for 2025. On this basis and in accordance with the Company's dividend policy, the Board proposes that the authorization to distribute quarterly dividend payments and make group contributions to entities within the Group (Norwegian: konsernbidrag) be renewed and that the general meeting passes the following resolution:

"The Company authorizes the Board to distribute quarterly dividends and make group contributions to entities within the Group (Norwegian: konsernbidrag) on the basis of the financial statements for 2025. The Board shall, when using the authorization in relation to distribution of quarterly dividends, pass its decision in accordance with the Company's approved dividend policy. The authorization shall be valid until the Company's annual general meeting in 2027, but no later than 30 June 2027."

  • / * / * / *

Attendance and registration

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 27 April 2026.

Notice of attendance must in any event be received no later than 4:00 pm (Oslo time) on 27 April 2026. 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 Carnegie Issuer Services, P.O. Box 1600 Sentrum, NO-0021 Oslo, e-mail [email protected].

For participation in the virtual general meeting, shareholders must visit https://dnb.lumiconnect.com/100-833-976-519 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.


The right to attend and vote at the general meeting is reserved for shareholders who are registered in the shareholders' register the fifth business day prior to the general meeting, i.e., on 22 April 2026 (record date).

Advance voting

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 27 April 2026. 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.

Notice to nominee holders and shareholders with nominee accounts

A shareholder has the right to cast a vote for the number of shares that are registered to the respective shareholder with the Euronext Securities Oslo (VPS) on the fifth business day before the general meeting (i.e., 22 April 2026, 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 Norwegian Public Limited Liability Companies Act, 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.

Shareholder rights

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.

Other matters

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 196,599,746 shares, each of which represents one vote. As of the date of this notice, the Company holds in total 141,117 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:

  • this notice and the enclosed registration and proxy forms
  • the 2025 annual report and financial statements
  • the Board's report pursuant to section 6-16b of the Norwegian Public Limited Liability Companies Act
  • the recommendations of the Nomination Committee
  • updated guidelines for the Nomination Committee

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.

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Oslo, 8 April 2026

On behalf of the Board of Directors of

TGS ASA

Trond Brandsrud

Chair

This notice has the following appendices, which will be attached to the notice sent to the shareholders:

  • Appendix 1: Registration and proxy form
  • Appendix 2: Guide for online participation

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TGS

Avsender:
TGS ASA
P.O. Box 4114 Sjølyst
NO-0217 Oslo

Ref no:
PIN code:

Notice of Annual General Meeting

Annual General Meeting in TGS ASA will be held on 29 April 2026, 5:00 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 22 April 2026.

The deadline for electronic registration of enrollment, advance votes, proxy of and instructions is 27 April 2026, at 4:00 pm (CEST).

Electronic registration

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

Step 1 – Register during the enrollment/registration period:

  • Either through the company's website www.tgs.com/investor-center/ using a reference number and PIN code (for those of you who receive the notice by post-service), or
  • Log in through VPS Investor services; available at https://investor.vps.no/garm/auth/login or through own account manager (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" - 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.

Step 2 – The general meeting day:

Online participation: Please login through https://dnb.lumiagm.com/100-833-976-519 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 Carnegie Issuer Services by phone +47 23 26 80 20 (08:00-am – 3:00 pm CET).

If you log in after the meeting has started, you will be granted access, but without the right to vote. Note that the same applies if you have not enrolled.


TGS

Ref no:

PIN code:

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

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 Carnegie Issuer Services, P.O Box 1600 Sentrum, 0021 Oslo. Deadline for registration of advance votes, proxies and instructions must be received no later than 27 April 2026 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.

shares would like to be represented at the general meeting in TGS ASA as follows (mark off):

☐ Enroll for online participation (do not mark the items below)
☐ Proxy to the Chair of Board of Directors or the person he authorizes (mark «For», «Against» or «Abstain» on the individual items below, if you want the Proxy to be with instructions)
☐ Advance votes (mark «For», «Against» or «Abstain» on the individual items below)
☐ 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 block letters)

Note: Proxy solicitor must contact DNB Carnegie Issuer Services by phone +47 23 26 80 20 (08:00-am – 3:00 pm CET) 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 Annual General Meeting 29 April 2026 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 agenda
4. Approval of the financial statements and Board's report for 2025
5. Approval of auditor's fee
6. Appointment of members to the Board - - -
a. Trond Brandsrud (Chairperson)
b. Luis Araujo
c. Bettina Bachmann
d. Anne Grethe Dalane
e. Svein Harald Øygard
f. Julie Berg
7. Approval of remuneration to the members of the Board
8. Appointment of members to the Nomination Committee - - -
a. Terje Valebjørg
b. Henry H. Hamilton III
9. Approval of remuneration to the members of the Nomination Committee
10. Approval of updated guidelines for the Nomination Committee
11. Statement on corporate governance pursuant to section 2-9 of the Norwegian Accounting Act - - -
12. Report on remuneration for senior executives
13. Approval of long-term incentive plan and resolution to issue free-standing warrants
14. Board authorization to acquire own shares
15. Board authorizations to (a) issue new shares and (b) issue convertible loans
16. Board authorization to distribute dividends and make group contributions

The form must be dated and signed

Place

Date

Shareholder's signature


GUIDE FOR ONLINE PARTICIPATION TGS ASA AGM 29 APRIL 2026

TGS ASA will hold its annual general meeting on 29 April 2026 at 5:00 pm CEST as a digital meeting, where you get the opportunity to participate online with your PC, phone or tablet.

We would also like to point out that shareholders have the opportunity to pre-vote or grant a proxy before the meeting. See the notice for further details on how to register this. If you pre-vote or grant a proxy, you can still log in to the general meeting to follow and ask questions, but you will not have the opportunity to vote on the matters.

Registration is required for shareholders who wish to participate online, as the company has a statutory requirement for registration, and shareholders must be logged in before the general meeting starts. If you log in after the general meeting has started, you will be given access to follow, but without the right to vote.

ACCESS THE ONLINE GENERAL MEETING

Go to the following website: https://dnb.lumiconnect.com/

either on your smartphone, tablet or PC. All major known browsers, such as Chrome, Safari, Edge, Firefox etc. are supported.

enter Meeting ID: 100-833-976-519 and click Join Meeting:

Alternatively put direct link in your browser https://dnb.lumiconnect.com/100-833-976-519

As the company has decided to allow for guest log ins you will be prompted to decide between

img-0.jpeg

img-1.jpeg

EN

If you choose Guests, you will be asked to state your name and e-mail. You will not have the right to vote or speak in the meeting.

If you are a shareholder, choose Shareholder Ref.nr & PIN. You must then identify yourself with.

a) Ref. number from VPS for the general meeting
b) PIN code from VPS for general meeting

Once you are logged in you will be able to see your name, the number of votes you have, and you can choose the system language Norwegian or English.

Please note that you must have internet access during the entire meeting.

HOW TO FIND YOUR REFERENCE NUMBER AND PIN CODE

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).

Shareholders who do not find their reference number and PIN code for access, or have other technical questions are welcome to call DNB Carnegie Issuer Services on phone + 47 23 26 80 20 (between 08:00-15:00)

Custodian registered shareholders: Shares held through Custodians (nominee) accounts must exercise their voting rights through their Custodian. Please contact your Custodian for further information.

VOTING

Matters to be voted on will be pushed to your screen when voting is due. If necessary, click on the VOTING option when available. Normally, all matters will be available for voting at the start of the meeting, and you can vote as quickly as you wish on all matters.

To vote, select FOR, AGAINST or ABSTAIN, and you will see a confirmation text with your choice.

You may also be given an option where you can vote collectively on all matters. If you use this option, you can still override the voting direction on individual matters if desired.

You can change or cancel your votes as many times as you like, until the meeting chair closes the voting on the individual matters. Your last choice will be valid.

NB: Logged-in shareholders who have pre-voted or given a proxy will not have voting available.

QUESTIONS / COMMENTS TO THE GENERAL MEETING

MESSAGING

Written questions or comments on the items on the agenda can be submitted by shareholders throughout the general meeting.

To view published questions from other shareholders, or if you yourself wish to ask questions or comment on any of the items on the agenda, select MESSAGES

All shareholders who submit questions or comments will be identified to other shareholders by name, but not by shareholding.

Questions submitted online will be moderated before they are published and will be sent to the meeting chair. Submitted questions will therefore not necessarily appear immediately. If you have technical questions or similar, you will be able to get a direct answer from the moderator that only you will see.