Arrow Prospectus - PGS

ARROW SEISMIC ASA – INITIAL PUBLIC OFFERING
11.6.11 Compulsory Acquisition
If a shareholder, directly or via subsidiaries, acquires shares representing more than 90% of the total number of
issued shares as well as more than 90% of the total voting rights attached to such shares, then such majority
shareholder has the right (and each remaining minority shareholder of the Company have the right to require
such majority shareholder) to effect compulsory acquisition for cash of the shares not already owned by such
majority shareholder. Such compulsory acquisition would imply that the majority shareholder has become the
owner of the thus acquired shares with immediate effect. If the majority shareholder has not completed a
mandatory offer he will have to do so simultaneously with the compulsory acquisition under the current
legislation. Upon effecting the compulsory acquisition the majority shareholder would have to offer the minority
shareholders a specific price per share, the determination of which price would be at the discretion of the
majority shareholder. Should any minority shareholder not accept the offered price, such minority shareholder
may, within a specified deadline of not less than two months’ duration, request that the price be set by the
Norwegian courts. Absent such request or other objection to the price being offered, the minority shareholders
would be deemed to have accepted the offered price after the expiry of the two months deadline. The cost of
such court procedure would, as a general rule, be for the account of the majority shareholder, and the courts
would have full discretion in respect of the valuation of the shares as per the effectuation of the compulsory
acquisition.
11.6.12 Insolvency/Liquidation
According to the Norwegian Public Limited Companies Act, Arrow may be liquidated by a resolution in a
general meeting of the Company passed by a two-thirds majority of the aggregate votes cast as well as two thirds
of the aggregate share capital represented at such meeting. The Shares rank pari passu in the event of a return on
capital by Arrow upon a liquidation or otherwise.
11.7 SHAREHOLDER AND DIVIDEND POLICY
11.7.1 Shareholder policy
The Company will inform Oslo Børs, the Company’s shareholders and the market in general on an ongoing basis
of the Company’s development, activities and special events, ensuring that as far as possible the pricing of the
Company’s Shares reflects the underlying values and expectations on future profits. Such information will,
among other things, take the form of annual reports, quarterly reports, stock exchange bulletins, press releases
and investor presentations when appropriate.
11.7.2 Dividend policy
The Company will strive to follow a dividend policy favourable to shareholders. This will be achieved by sound
business development and continuous growth. The Company aims to give shareholders a competitive return on
capital relative to the underlying risk. However, the facility agreements described in section 9.4 above provide
for certain covenants in relation to payment of dividends.
11.7.3 Lock-up agreements
The Company’s largest shareholder, GC Rieber Shipping, has entered into a lock up agreement with the global
coordinator, Carnegie, dated 11 May 2007, in which the Carnegie is the only beneficiary. Under the lock-up
agreement, GC Rieber Shipping undertakes not to sell any Shares for a period of 180 days following completion
of the Listing of the Company’s Shares without the prior approval of Carnegie.
11.7.4 Shareholder agreements
As far as the Company is aware, there are no shareholders’ agreements related to the Shares in the Company.
11.8 CORPORATE GOVERNANCE
From the time of Listing the Company is subject to the Norwegian Code for Corporate Governance of 8
December 2005 (“the Corporate Governance Code”). The Corporate Governance Code is based on a comply or
explain principle, which means that the Company is in Compliance with the Corporate Governance Code if noncompliance
with the detailed recommendations of the Corporate Governance Code is explained in an annual
statement and in the annual report of the Company. The Company will in the following provide an explanation
for non-compliance with the detailed recommendations of the Corporate Governance Code, and is therefore in
compliance with the Corporate Governance Code.
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