Petroleum Geo-Services ASA Provides Information on Procedures for ADR Holders to Vote at Extraordinary General Meeting

Houston, Texas; Oslo, Norway; September 17, 2002: Petroleum Geo-Services ASA (NYSE: PGO; OSE: PGS) announced today that Citibank, N.A., as depositary for the Company's American Depositary Shares (ADSs), is providing information to holders of those ADSs regarding voting procedures for the extraordinary general meeting of the Company's shareholders to be held on September 27, 2002.  At the meeting, the Company's shareholders will consider (1) the election of a new board of directors and (2) the authorization of an increase in the share capital of the Company of up to 51.7 million shares. 

 

Record holders of ADSs wishing to give voting instructions for the meeting to Citibank must return a voting instruction form to Citibank as described below by 10:00 a.m., New York time, on Tuesday, September 24.  Beneficial owners holding ADSs in "street" name through a broker should contact their brokers to submit voting instructions to Citibank on behalf of such beneficial owners.

 

As permitted under Norwegian law, nominees for election to the Company's board of directors were not proposed in the Company's calling notice for the extraordinary general meeting, but are expected to be named at the meeting prior to voting.  As a result, Citibank has informed the Company that holders of ADSs will not be permitted to provide voting instructions to Citibank for that proposal.  If a holder of ADSs wishes to vote on that proposal, that holder or a person acting on behalf of such holder must attend the meeting and vote in person or by proxy.

 

Under the depositary agreement for the ADSs, beneficial owners of ADSs who intend to attend the extraordinary general meeting in person must return to Citibank both an admission request and a confirmation of beneficial ownership prior to 10:00 a.m., New York time, on Tuesday, September 24.  Upon timely receipt of a completed admission request and confirmation of beneficial ownership, Citibank will (1) notify PGS of a beneficial owner's intention to attend the meeting in person or by proxy authorizing a person other than Citibank or the custodian for PGS' shares in Norway to exercise that owner's voting rights; and (2) cause a confirmation of the beneficial owner's ownership to be delivered to the Company and the beneficial owner.  Beneficial owners who wish to attend the meeting in person will be required to present Citibank's confirmation of beneficial ownership at the meeting.

 

Voting instructions, admissions requests and confirmations of beneficial ownership should be returned to Citibank, N.A. - Depositary Receipts, P.O. Box 8527, Edison, New Jersey 08818-9395.  Holders may obtain copies of these documents from Citibank by calling Citibank, N.A. - ADR Shareholder Services at 1-877-CITI-ADR (1-877-248-4237), or may download copies from PGS' report on Form 6-K to be filed with the U.S. Securities and Exchange Commission or from PGS' web site at www.pgs.com.  If you have any questions about the way in which voting instructions, admissions requests and confirmations of beneficial ownership may be delivered to Citibank, please contact Citibank, N.A. - ADR Shareholder Services at 1-877-CITI-ADR (1-877-248-4237).

 

Please note that holders and beneficial owners of ADSs who wish to exercise their voting rights directly as shareholders, rather than as ADS holders or beneficial owners through the services of Citibank, will be entitled to do so, subject to the requirements of Norwegian law and the Company's Articles of Association, upon  surrender at or prior to the close of business on Monday, September 23, 2002 to Citibank of ADSs for cancellation and re-registration of PGS shares in the name of the holder or beneficial owner so surrendering the ADSs.