For Magseis ASA
Adopted 27 March 2017
The company’s name is Magseis ASA. The company is a public limited company.
The company’s registered office is in the municipality of Bærum.
The company’s business activities include development of geophysical equipment and methods, generation, marketing and sale of exclusive and non-exclusive geophysical exploration and other thereto naturally related activities.
The company’s share capital is NOK 3,044,619.55 divided into 60,892,391 shares, each with a normal value of NOK 0,05.
The company’s shares are registered in the securities register.
The company’s board consists of three to five members. The chairman of the board of directors is elected by the general meeting. The right of signature lies with two board members jointly or by the chief executive officer alone. The board may grant power of procuration.
The ordinary general meeting is held each year within end of June. For documents concerning issues to be addressed at the general meeting that are made available to the shareholders on the company’s website, the statutory requirement that the documents must be sent to the shareholders does not apply. This also applies to the documents that pursuant to law must be included in or attached to the notice convening the general meeting. A shareholder can however demand that such documents are sent to him.
Access is given to communicate messages, warnings, information, documents, notifications and similar by e-mail to the company’s shareholders.
General meetings are chaired by an independent chairman who is elected by the general meeting.
Shareholders are entitled to attend and vote at the General Meeting only when their acquisition of shares has been entered in the register of shareholders by no later than the fifth business day prior to the General Meeting (the record date).
Shareholders who wish to take part in the General Meeting, must give notice to the Company by the date stated in the Calling Notice, which date must be at least two working days before the General Meeting.
In the Company’s General meeting each share has one vote. An owner with shares registered through a custodian approved pursuant to Section 4-10 of the Norwegian Public Limited Companies Act has voting rights equivalent to the number of shares which are covered by the custodian arrangement provided that the owner of the shares shall within two working days before the General Meeting provide the Company with his name and address together with a confirmation from the custodian to the effect that he is the beneficial owner of the shares held in custody, and provided further the Board of Directors shall not disapprove such beneficial ownership after receipt of such notification in accordance with the rules set out in this § 6.
The ordinary general meeting shall address the following issues:
1. Approval of the annual report and annual accounts, including distribution of dividends.
2. Other issues falling within the scope of the general meeting.
The company shall have a nomination committee consisting of two or three members. The members of the nomination committee shall be shareholders or representatives of shareholders.
The members of the nomination committee, including its chairman, are elected by the general meeting. The members of the nomination committee’s period of service shall be two years unless the general meeting decides otherwise. The period of service commences from the time of being elected unless otherwise decided. It terminates at the end of the annual general meeting of the year in which the period of service expires. Even if the period of service has expired, the member must remain in his or her position until a new member has been elected.
The remuneration to the members of the nomination committee shall be determined by the general meeting.
The nomination committee shall have the following responsibilities:
(i) To give the general meeting its recommendations regarding the election of board members to be elected by the shareholders;
(ii) To give the general meeting its recommendations regarding the remuneration to the board members;
(iii) To give the general meeting its recommendations regarding the election of members of the nomination committee; and
(iv) To give the general meeting its recommendations regarding the remuneration of the nomination committee.
The general meeting may issue further guidelines for the nomination committee’s work.
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