To the shareholders of GGS - Global Geo Service ASA NOTICE OF ANNUAL GENERAL MEETING. 28 May 2009 at hrs

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1 To the shareholders of GGS - Global Geo Service ASA NOTICE OF ANNUAL GENERAL MEETING 28 May 2009 at hrs at Shippingklubben Haakon VII's gt Oslo Tlf:

2 Agenda: 1. Opening of the General Meeting by Chairman of the Board, registration of attending shareholders 2. Election of Chairman of the Meeting and one shareholder to sign the minutes 3. Approval of the Notice of meeting, Agenda and Proxies 4. Annual statements Approval of Annual Report and Board of Directors report - Approval of company s and the group s profit and loss account and balance sheet - Proposal by the Board of Directors for allocation of the results for the year - The Auditor s report and auditors remuneration 5. Statement from election committee, approval of the remuneration of the Board of Directors 6. GGS remuneration policy 7. Proposed changes in article of associations - Article of Associations 1 Company name - Article of Associations 3 The business of the company - Article of Associations 4 Share capital and shares - Article of Associations 5 The Board of Directors - Article of Associations 6 Nomination committee 8. Give authority to the Board of Directors to acquire on the behalf of the Company up to 10% of the Company s own shares 9. Give authority to the Board of Directors to increase the share capital.

3 Notice of the Annual General Meeting and the Annual Report 2008 will be sent to all shareholders with known addresses and will be made available on company web site. This notice is made available on company s web page Registration to attend the General Meeting can be made on company s web site or by returning the attached notice of attendance or proxy to GGS ASA, Sjølyst plass 2, 0278 Oslo, Norway by 27 th May GGS ASA has a share capital of divided by shares each with a face value of NOK 0.1. GGS holds no own (treasury) shares. One share entitles its holder to one ordinary vote at the General Meeting. Global Geo Services ASA, Oslo, 7 May 2009 Gunnar Reitan Chairman of the Board ***

4 ITEMS TO THE ANNUAL GENERAL MEETING ITEM 4 Annual report 2008 Annual report is enclosed to the notice of annual general meeting. ITEM 5 Election for the Board of directors, approval of the remuneration of the Board of Directors and committee members Enclosed is the letter from the election committee. ITEM 6 GGS remuneration policy The Board of Directors has designated a compensation committee with responsibility of the remuneration policy in GGS. As an international rig operator, GGS competes in an international market for key personnel. GGS aims to remunerate management in line with market expectations for similar positions in relevant geographical markets. The remuneration shall be based on base salary plus a bonus element. GGS does not offer option schemes. GGS could accept company cars, compensation for using own cars or similar arrangements. The bonus element could be up to 50% of base salary. The bonus is based on company performance as well as individual criteria. A substantial part of the bonus will be discretionary based on criteria established by the Board of Directors. Management is part of the similar pension schemes as rest of the employees of the company. Limited termination remuneration packages can be approved in combination with competition clauses and clauses which limits the termination remuneration if the employee receives remuneration from a new employer.

5 ITEM 7 Changes to the articles of association Article of association 1 Current article of association 1 The company name is Global Geo Services ASA. The company is a public limited liability company. Proposal for change of article of association 1 The company name is Global Tender Barges ASA. The company is a public limited liability company. Article of association 3 Current article of association 3 The business of the company is to offer services to the shipping and petroleum-related industry, engage in collection, processing and marketing of geophysical, aerial magnetic and gravitational data and other services relating to this business and to participate in companies with similar businesses Proposal for change of article of association 3 The business of the company is to operate and invest in assets, shares and other securities primary in the petroleum-related industry, but also other industries. Article of association 4 Current article of association 4 The share capital of the company is NOK divided into shares with a nominal value of NOK 0.10 each. Proposal for change of article of association 4 The share capital of the company is NOK divided into shares with a nominal value of NOK 0.6 each. This is done by undertaking a reversed split with a ratio 1:6 Article of association 5 Current article of association 5 The Board of Directors shall have between three and seven members. Proposal for change of article of association 5 The Board of Directors shall have between three and seven members. The members are elected for a period of two years at the time. The Chairman of The Board of Directors is elected at The General Meeting. The elections shall be facilitated such that not all members are on election at the same time. Article of association 6 Current article of association 6 The company shall have a nomination committee consisting of one to three members. The members are chosen for a period of two years at the time.

6 Proposal for change of article of association 6 The company shall have a nomination committee consisting of one to three members. The members are elected for a period of two years at the time. The elections shall be facilitated such that not all members are on election at the same time. ITEM 8 Give authority to the Board of Directors to acquire on the behalf of the Company up to 10% of the Company s own share At the annual meeting 28 May 2008 the Board of Directors were given the authority to acquire on behalf of the company up to 10% of the company s own shares. After the annual meeting the company has not acquired any own shares. The Board proposes to the Annual General Meeting that the board is given such authority for an extended period of time. The Board therefore proposes the following to the Annual General Meeting: If the reversed split is approved: The Annual General Meeting authorizes the Board to acquire on behalf of the Company up to 10% of the Company s own shares. The highest face value is NOK 80.5 million. The lowest and highest amount that can be paid for the shares is NOK 1.0 and NOK 10.0 per share. If the Company s own shares are sold, this authority shall also include the purchase of further shares, provided that the total holding of the Company s own shares does not exceed 10% of the present share capital. Within the limitations of the other provisions of the Companies Act, the Board is free to determine how acquisition and disposal of the Company s own shares shall take place. This authority shall apply until the annual general meeting in 2010". If the reversed split is not approved: The Annual General Meeting authorizes the Board to acquire on behalf of the Company up to 10% of the Company s own shares. The highest face value is NOK 80.5 million. The lowest and highest amount that can be paid for the shares is NOK 0.3 and NOK 4.0 per share. If the Company s own shares are sold, this authority shall also include the purchase of further shares, provided that the total holding of the Company s own shares does not exceed 10% of the present share capital. Within the limitations of the other provisions of the Companies Act, the Board is free to determine how acquisition and disposal of the Company s own shares shall take place. This authority shall apply until the annual general meeting in 2010".

7 ITEM 9 Give authority to the Board of Directors to increase the share capital The Board of Director was authorized at the General Meeting 28 May 2008 to increase the share capital by issuing up to shares by 18 November This authority has not been used. The Board of Directors proposes to the Annual General Meeting the Board is given such authority for an additional period. The board therefore proposes the following to the Annual General Meeting: If the reversed split is approved: The Board of Directors is authorized to increase the share capital by an amount up to NOK by issuing up to shares at 0.6 NOK per share. The authority also includes an increase in capital for a consideration other than cash, so that the Board may carry out mergers, purchases of businesses, assets, etc. The authority also permits the Board to establish the terms for issuing the shares. The shares shall rank equally with existing shares at the date of issue. The authority shall apply until the annual general meeting in The shareholders relinquish their preferential subscription rights of shares in connection with any increases in capital pursuant to this authority. If the reversed split is not approved: The Board of Directors is authorized to increase the share capital by an amount up to NOK by issuing up to shares at 0.1 NOK per share. The authority also includes an increase in capital for a consideration other than cash, so that the Board may carry out mergers, purchases of businesses, assets, etc. The authority also permits the Board to establish the terms for issuing the shares. The shares shall rank equally with existing shares at the date of issue. The authority shall apply until the annual general meeting in The shareholders relinquish their preferential subscription rights of shares in connection with any increases in capital pursuant to this authority.

8 NOTICE OF ATTENDANCE ANNUAL GENERAL MEETING GLOBAL GEO SERVICES ASA 28 MAY 2009 I/ we: Will participate in the Ordinary General Meeting to be held 28 May 2009 I / we represent: I / we represent by proxy I / we represent in total Own shares other shares Shares Date Signature Please send the registration form by mail, post or telefax to: GGS ASA. Sjølyst plass 2, 0278 Oslo, Norway Fax: post@ggs.biz To facilitate the preparation of the meeting you are kindly requested to submit the form by 27 May 2009

9 PROXY ANNUAL GENERAL MEETING GLOBAL GEO SERVICES ASA 28 MAY 2009 I / we: hereby grant: authorization to vote on behalf of me/ us on the Ordinary General Meeting 28 May 2009 I / we represent: Shares Date Signature Please send the proxy form by mail, post or telefax to: GGS ASA. Sjølyst plass 2, 0278 Oslo, Norway Fax: post@ggs.biz Within 27 May 2009

10 GLOBAL GEO SERVICES ASA ARTICLES OF ASSOCIATION As of 28 Mai 2009 Article 1 Company name The company name is Global Tender Barges ASA. The company is a public limited liability company. The registered office of the company is in Oslo. Article 2 Business municipality Article 3 The business of the company The business of the company is to operate and invest in assets, shares and other securities primary in the petroleum-related industry, but also other industries. Article 4 Share capital and shares The share capital of the company is NOK divided into shares with a nominal value of NOK 0.6 each. Article 5 The Board of Directors The Board of Directors shall have between three and seven members. The members are elected for a period of two years at the time. The Chairman of The Board of Directors is elected at The General Meeting. The elections shall be facilitated such that not all members are on election at the same time. Article 6 Nomination committee The company shall have a nomination committee consisting of one to three members. The members are elected for a period of two years at the time. The elections shall be facilitated such that not all members are on election at the same time. Article 7 The General Meeting The annual General Meeting shall consider and decide the following: 1. Approval of the annual financial statement and the annual report, including the declaration of dividends. 2. Election of Board members and the auditor (if up for election). 3. Other matters that by law or these articles pertain to the General Meeting. *****

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