Arrow Prospectus - PGS

ARROW SEISMIC ASA – INITIAL PUBLIC OFFERING
As a general rule, resolutions that shareholders are entitled to make pursuant to Norwegian law or the Articles
require approval by a simple majority of the votes cast. In the case of election of directors to the board, the
persons who obtain the most votes cast are deemed elected to fill the positions up for election. However, as
required under Norwegian law, certain decisions, including resolutions to waive pre-emptive rights in connection
with a share issue, to approve a merger or demerger, to amend the Articles, to authorize an increase or reduction
in the share capital, to authorize an issuance of convertible loans or warrants or to authorize the Board of
Directors to purchase the Company’s Shares or to dissolve the Company, must receive the approval of at least
two-thirds of the aggregate number of votes cast as well as at least two-thirds of the share capital represented at a
shareholders’ meeting. Norwegian law further requires that certain decisions, which have the effect of
substantially altering the rights and preferences of any shares or class of shares receive the approval of all the
holders of such shares or class of shares as well as the majority required for amendments to the Articles.
Decisions that (i) would reduce any existing shareholder’s right in respect of dividend payments or other rights
to the assets of the Company or (ii) restrict the transferability of the shares require a majority vote of at least 90%
of the share capital represented at the general meeting in question as well as the majority required for
amendments to the Articles. Certain types of changes in the rights of shareholders require the consent of all
shareholders affected thereby as well as the majority required for amendments to the Articles.
In general, in order to be entitled to vote, a shareholder must be registered as the beneficial owner of shares in
the share register kept by the VPS. Beneficial owners of shares that are registered in the name of a nominee are
generally not entitled to vote under Norwegian law, nor are any persons who are designated in the register as
holding such shares as nominees.
Readers should note that there are varying opinions as to the interpretation of Norwegian law in respect of the
right to vote for nominee-registered shares. For example, Oslo Børs has in a statement on 21 November 2003
held that in its opinion “nominee-shareholders” may vote in general meetings if they prove their actual
shareholding prior to the general meeting.
11.6.6 No restriction on ownership of the Shares
Neither the Articles nor the Norwegian Public Limited Liability Companies Act restricts ownership of the
Shares. There are no limitations under Norwegian law to the rights of non-residents or foreign owners to hold or
vote the Shares.
11.6.7 Freely transferable shares
There are no limitations on the transferability of the Shares under Norwegian law or the Articles.
11.6.8 Additional issuances and preferential rights
All issuances of shares by the Company, including bonus issues, require an amendment to the Articles, which
requires support by at least two-thirds of the votes cast as well as at least two-thirds of the share capital
represented at a shareholders’ meeting. Furthermore, under the Norwegian Public Limited Liability Companies
Act the Company’s shareholders have a pre-emptive right to subscribe for new shares issued. The pre-emptive
rights may be waived by a resolution in a general meeting by two-thirds of the votes cast as well as at least twothirds
of the share capital represented at a shareholders’ meeting. A waiver of the shareholders’ preferential
rights in respect of bonus issues requires the approval of all outstanding shares, irrespective of class.
Under Norwegian law, bonus issues may be distributed, subject to shareholder approval, by transfer from the
Company’s free equity or from its share premium reserve. Such bonus issues may be effected either by issuing
shares or by increasing the par value of the shares outstanding.
To issue shares to holders who are citizens or residents of the United States upon the exercise of preferential
rights, the Company may be required to file a registration statement in the United States under United States
securities laws. If the Company decides not to file a registration statement, such holders may not be able to
exercise their preferential rights and in such event would be required to sell such rights to eligible Norwegian
persons or other eligible non-US holders to realize the value of such rights.
11.6.9 Dividends
Under Norwegian law, no interim dividends may be paid in respect of a financial period as to which audited
financial statements have not been approved by the annual general meeting of shareholders, and any proposal to
pay a dividend must be recommended or accepted by the board and approved by the shareholders at a general
meeting. The shareholders at an annual general meeting may vote to reduce (but not to increase) the dividends
proposed by the board.
84