Annual Report 2011 - PGS

Notes to the consolidated financial statements
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 31 - Shareholder Information
As of December 31, 2010 and 2011, Petroleum Geo-Services ASA had a share capital of NOK 653,399,991 divided on
217,799,997 shares of par value NOK 3 each, all fully paid.
At the Annual General Meeting (AGM) held on May 11, 2011, authority was given for the Board of Directors to acquire treasury
shares at a maximum face value of the shares of NOK 65,339,999. Such shares can be disposed off to satisfy existing or future
employee incentive schemes, as part of the consideration payable for acquisitions made by the Company, or use as
consideration in connection with mergers, demergers or acquisitions involving the Company, by way of cancellation of the
shares in part or in full, to raise funds for specific investments, for the purpose of paying down loans (including convertible
bonds), or in order to strengthen the Company’s capital base. The Board of Directors was further authorised to increase the
share capital with a maximum of NOK 15,000,000 to meet obligations under the share option programs for employees. The
Board was also authorized to issue convertible bonds at a total amount of NOK 3,500,000,000. These authorizations are valid
until June 30, 2012.
All shares have equal voting rights and equal rights to dividends. Any distribution of the Company’s equity is dependent on the
approval of the shareholders, and the ability to make distributions is limited by certain debt covenants and Norwegian Corporate
Law. The ordinary shares are listed on the Oslo Stock Exchange.
The Board of Director will propose to the Annual General Meeting in 2012 a dividend for the year ended December 31, 2011 of
NOK 1.10 per share (NOK 240 million in total). The proposed dividend is not recognized as a liability in the financial statements
until it is approved by the AGM.
The Company’s holding of treasury shares reconciles as follows:
Treasury
shares
% of total shares
outstanding
Balance at January 1, 2010 --- ---
Acquired in 2010 900,000
Used to fulfil employee share option program in 2010 (Note 33) (359,536)
Transfer of excess shares 3,517
Balance at December 31, 2010 543,981 0.25%
Acquired in 2011 1,243,000
Used to fulfil employee share option program in 2011 (Note 33) (553,213)
Used to fulfil share bonus program in 2011 (9,847)
Balance at December 31, 2011 1,223,921 0.56%
The 20 largest shareholders in Petroleum Geo-Services ASA were as follows:
December 31, 2011
Total
shares
Ownership
percent
Folketrygdfondet 21,498,610 9.87
State Street Bank & Trust (nominee) 17,728,269 8.14
Euroclear Bank (nominee) 6,770,384 3.11
State Street Bank & Trust Co. (nominee) 5,968,116 2.74
Clearstream Banking (nominee) 5,777,215 2.65
State Street Bank & Trust Co. (nominee) 4,517,352 2.07
JP Morgan Chase Bank (nominee) 4,289,453 1.97
State Street Bank & Trust Co. (nominee) 3,830,016 1.76
Danske Bank (nominee) 3,565,554 1.64
Tapiola 3,000,000 1.38
Citibank N.A. (nominee) 2,655,692 1.22
Citibank N.A. (nominee) 2,620,485 1.20
Caceis Bank (nominee) 2,579,304 1.18
The Northern Trust (nominee) 2,412,335 1.11
Bank of New York (nominee) 2,362,845 1.08
Morgan Stanley (nominee) 2,329,795 1.07
Pensjonskassen Statoil 2,194,806 1.01
Goldman Sachs (nominee) 2,189,251 1.01
Skandinaviska Enskilda Banken (nominee) 2,161,950 0.99
Vanguard Energy Fund 2,128,238 0.98
Other shareholders 117,220,327 53.82
Total 217,799,997 100.0
PGS ANNUAL REPORT 2011 40
PGS Annual Report 2011 111