Annual Report (ESEF) • Apr 29, 2024
Preview not available for this file type.
Download Source FilePGS ASA 2023 ANNUAL REPORT PGS Annual Report 2023 2 3 CEO Letter 4 Corporate Governance 14 Sustainability Report 28 Board of Directors’ Report 41 Responsibility Statement 42 Financial Statements CONTENTS PGS ASA and its subsidiaries (“PGS” or “the Company”) is a fully integrated marine geophysical company that provides a broad range of seismic and reservoir services, including data acquisition, imaging, interpretation, and eld evaluation. Our services are provided to the oil and gas industry, as well as to the broader and emerging new energy industries, including carbon storage and offshore wind. The Company operates on a worldwide basis with headquarters in Oslo, Norway. * When the terms “PGS” and “the Company” are used in this report, these will as a main rule include both PGS ASA and its subsidiaries. However, in certain sections and paragraphs hereof, these references will only include PGS ASA as context indicates. We entered 2023 with a strong order book in a recovering seismic market. Our integrated service offering enabled us to leverage the market recovery. Protability for our contract work improved through the year and is approaching sustainable levels. Commitments to new MultiClient programs were strong and our pre- funding revenues ended close to 140% of capitalized MultiClient cash investment, signicantly above our target range of 80-120%. Our New Energy business successfully entered the offshore wind market, where we completed our rst offshore wind site characterization contract, won a large project extending well into 2024, and experienced strong client interest for our ecient ultra high-resolution 3D streamer solution. After a long preparation process, we renanced most of our 2024 debt maturities by issuing a $450 million senior secured bond in early 2023. Due to the operational headwinds, we added $75 million to our liquidity reserve around mid-year by issuing a loan and allayed external liquidity concerns. On our digitalization journey, we continue to excel. Most PGS imaging work is now done in the cloud, providing scalability, exibility and always access to state-of-the-art hardware. We began harnessing satellite technology to push the boundaries of offshore data transmission. In September, we announced our intention to merge with TGS, creating a fully integrated service provider uniquely positioned to unlock substantial value for shareholders, customers and employees. 2023 was an eventful year for PGS, and our last year as a standalone company. Research agencies expect continued investment growth for our industry in 2024 and in subsequent years. Combining TGS and PGS makes the new company well positioned for the improving market sentiment in the coming years. Although I will not have the pleasure of being a part of this, I am sure management of the combined company will capitalize on the business opportunities ahead, continue to strengthen our nancial position, and deliver signicant value to our shareholders. Dear PGS Shareholder CEO Letter Corporate Governance Sustainability Report Board of Directors’ Report Responsibility Statement Financial Statements PGS ANNUAL REPORT 2023 Rune Olav Pedersen President & CEO For the full year 2023 we benetted from an improving data acquisition market with a high pre-funding level on our MultiClient projects and increasing protability for contract work. However, revenues declined compared to 2022 owing to unexpected scheduling and operational challenges, and lower than expected MultiClient late sales. PGS Annual Report 2023 3 PGS Annual Report 2023 4 In accordance with the Norwegian Accounting Act section 3-3b, PGS ASA (“PGS” or the “Company”)’s Board of Directors (the “Board”) is required to annually give a statement of PGS’ corporate governance. This Corporate Governance Report 2023 is referred to in the Board’s statement and complies with the above referred section 3-3b. In accordance with the Norwegian Public Limited Liability Companies Act section 5-6 (5), this report is scheduled to be presented to the shareholders at the 2024 Annual General Meeting (“AGM”) for discussion as a non-voting item. CORPORATE GOVERNANCE Merger with TGS In September 2023, PGS announced the intention of merging with TGS ASA (“TGS”). TGS and PGS’ shareholders will post completion own respectively approximately 2/3 and 1/3 of the combined company, on the basis of the share capital of each of the companies as of 15 September 2023 (the “Merger”). The merger consideration to PGS shareholders is in the form of 0.06829 ordinary shares of TGS ASA for each PGS ASA share. As the merger consideration implied that TGS shareholders paid a premium for the PGS shares, the PGS share price appreciated signicantly on the day of announcement. The Merger was approved by the Company’s Extraordinary General Meeting on 1 December 2023. The Merger is expected to be completed during the second quarter of 2024. When completed, the Company will be merged into a subsidiary of TGS on the basis of the principle of continuity and thereafter be dissolved. The rest of this report should be read in light of the Merger. Our Governance Model PGS ASA is registered in Norway as a public limited liability company, and our corporate governance model is based on Norwegian corporate law, the Oslo Stock Exchange’s Issuer Rules available on www.euronext. com, and the Norwegian Code of Practice for Corporate Governance available on www. nues.com (the “NUES Recommendations”). Our governance model is suited to our Company and the industry in which we operate. Our corporate governance principles have been adopted by our Board and are summarized below. Our website provides full versions of our basic corporate governance documents and an overview of our governance structure. These items include the Company’s Articles of Association, the Board’ Rules of Procedure, and the charters for the Company’s Audit Committee, Remuneration and Corporate Governance Committee (“Remco”), and Nomination Committee. The documents can be downloaded from www.pgs.com. Our Commitments – Sustainability We have adopted a Code of Conduct that reects our commitment to our shareholders, customers, employees, and other stakeholder to carry out our business with the utmost integrity. The Code of Conduct outlines both what stakeholders can expect from PGS, and what PGS expects from our employees and anyone working for PGS. PGS and its employees are also guided by our Core Values and Leadership Principles that drive desired behavior and culture. Our Code of Conduct, Core Values and Leadership Principles are available in full on www.pgs.com. During 2023, we have; y systematically assessed risk in relation to our Corporate Compliance Programs and documented the risk assessment in our Corporate Compliance Program – Legal Risk Assessment Report. This report addresses risk related to Corruption and Economic Crime, Export Controls, International Trade Sanctions, CEO Letter Corporate Governance Sustainability Report Board of Directors’ Report Responsibility Statement Financial Statements PGS ANNUAL REPORT 2023 CEO Letter Corporate Governance Sustainability Report Board of Directors’ Report Responsibility Statement Financial Statements PGS ANNUAL REPORT 2023 CORPORATE GOVERNANCE PGS Annual Report 2023 5 Competition Laws, Data Privacy, and Human and Labor Rights; y revised our Global Supply Chain Standard to integrate the requirements of the Norwegian Transparency Act, and updated the procurement risk process in PGS’s digital management system, enabling accessibility, transparency, and understandability for all involved employees; and y successfully entered the offshore wind market, where we completed our rst offshore wind site characterization contract, won a large project extending well into 2024, and experienced strong client interest for our ecient ultra high- resolution 3D streamer solution. We are also expanding our operational capacity to accommodate growing demand for offshore wind site characterization surveying. PGS is committed to the ten principles of the United Nations Global Compact in the areas of human rights, labor, environment, and anti-corruption. The Board and the CEO actively ensure that the Company properly responds to sustainability challenges. To identify and assess actual and potential sustainability risks and opportunities for PGS, the Board and the CEO are actively involved in the Company’s assessment of material topics and the development of our strategic objectives and goals to manage them. To identify and report on risks and opportunities associated with climate change and the energy transition PGS uses the frameworks developed by the Corporate Sustainability Reporting Directive (“CSRD”), the Task Force on Climate Related Disclosures (“TCFD”), Global Reporting Initiative (“GRI”) and the Organization for Economic Co-operation and Development (“OECD”) due diligence process and supporting measures. Since 2011, PGS has published a separate sustainability report, which communicates the Company’s progress in alignment with the recommendations of the GRI. PGS has also submitted annual disclosures to the Carbon Disclosure Project (“CDP”) since 2010. For 2023, PGS will integrate the sustainability report into the 2023 Annual Report. PGS has an ambition to promote the UN Sustainable Development Goals (“SDGs”) through concrete actions and goals that are relevant for the Company’s activities and global presence. From the materiality assessment PGS has identied six of the 17 SDGs where the Company contributes. These identied goals are nos. 04 Quality Education, 07 Affordable and clean energy, 09 Industry, Innovation and Infrastructure, 13 Climate Action, 14 Life Below Water and 16 Peace Justice and Strong Institutions. PGS recognizes the impacts of climate change and the need for a managed transition to sustainable energy sources to avoid the most severe consequences for the environment, society, the economy, and our business. The Company has committed to reaching net-zero emissions of greenhouse gases in 2050 with a 75% reduction in emissions from maritime operations and use of 100% renewable energy in oces and data processing. A more detailed account of how PGS manages sustainability risks and opportunities can be found in our Annual Report and other ESG documents available at www.pgs.com. Our Business PGS is a fully integrated marine geophysical company that provides a broad range of seismic and reservoir services, including data acquisition, imaging, interpretation and eld evaluation. Our services are provided to the oil and gas industry, as well as to the broader and emerging new energy industries, including offshore wind-, carbon capture and storage-, and marine mineral industries. The Company operates on a worldwide basis with headquarter in Oslo, Norway. Our business purpose, as presented in the Company’s Articles of Association is: “The business of the Company is to provide services to and participate and invest in energy related businesses.” Equity and Dividends The shareholders’ equity as of December 31, 2023, was c. $528 million, corresponding to 29% of total assets. During 2022, the Company completed private placements and a subsequent offering raising c. $250 million of equity. In CEO Letter Corporate Governance Sustainability Report Board of Directors’ Report Responsibility Statement Financial Statements PGS ANNUAL REPORT 2023 CORPORATE GOVERNANCE PGS Annual Report 2023 6 2023, the Company repaid c. $130 million on its Export Credit Financing Loans (“ECF”) and repaid most of the Term Loan B (“TLB”), reducing the outstanding TLB amount from c. $738 million at the start of the year to c. $70 million at year-end. The repayments were made from cash/cash ow, and the issuance of a $450 million senior secured bond loan in March 2023 and a new $75 million loan in September 2023. The Company also raised c. $40 million of new equity through a private placement in September 2023. The Company realized a cash ow before nancing activities of $182 million in 2023 (compared to c. $210 million in 2022). The Company achieved a reduction of its gross interest-bearing debt by c. $273 million or approximately 26%. Net interest-bearing debt was $542 million as of December 31, 2023. The Board continually monitors the adequacy of the Company’s capital structure in light of its objectives, strategy, risk prole and outlook. The alternative performance measure “net interest-bearing debt” as used above, excludes lease liabilities recognized in accordance with IFRS 16 and is further dened in the Annual Report. The Board has adopted a dividend policy whereby it is the intention to distribute 25 to 50 percent of annual net income as dividends over time. The Board has no general authorization to distribute dividends. Each year’s dividend is decided by the AGM after a proposal from the Board. The Company has not distributed dividends in recent years due to a weak market, operating losses and the strategic priority of reducing interest-bearing debt. The Board is authorized to buy back up to 10 percent of the Company’s share capital (treasury shares). The current authorization expires no later than June 30, 2024. It has been an ongoing practice of PGS shareholders to grant authorizations to the Board permitting it to increase the Company’s share capital or issue convertible loans for up to 10 percent of the Company’s share capital for certain dened purposes. The authorization given in 2023 was used to raise the c. $40 million of new equity through the private placement in September 2023 as part of the preparations for the Merger. The terms of the Merger as approved by PGS Shareholders December 1, 2023 restrict, among other things, all dividend payments, share buy back and share capital increases until the completion of the Merger. Equal Treatment of Shareholders - Transactions with Closely Related Parties PGS has a single share class, and all shares carry the same rights. At our General Meetings, each share carries one vote. Our Board is committed to equal treatment of shareholders in all respects. When applicable, transactions involving the Company’s own shares are carried out through a stock exchange, or at prevailing stock-exchange prices if carried out in an alternative manner. Transactions between the Company on the one hand, and shareholders, a shareholder’s parent company, members of the Board, executive ocers, or closely related parties of any such party (referred to as “Closely Related Parties”) on the other hand shall be conducted at arm’s length distance and at market terms. Material transactions between the Company and Closely Related Parties will be subject to independent valuation by third parties. According to PGS’ Code of Conduct, our employees shall not have any personal or nancial interest that might conict with those of PGS nor inuence or appear to inuence judgments or actions in carrying out their responsibilities on behalf of the Company. According to the Board’s Rules of Procedure, a member of our Board may not participate in discussions or decision- making as to issues in which the Director or any of its Closely Related Parties have a material personal or nancial interest. The Code of Conduct and Rules of Procedure are available on www.pgs.com. Shares and Negotiability The Company’s shares are freely transferable and there are no restrictions imposed by the Company on ownership of or voting for shares. CEO Letter Corporate Governance Sustainability Report Board of Directors’ Report Responsibility Statement Financial Statements PGS ANNUAL REPORT 2023 CORPORATE GOVERNANCE PGS Annual Report 2023 7 General Meeting Through participation in General Meetings, our shareholders exercise ultimate authority over the Company and, with exception of the employee elected Directors, elect the members of its Board and the chairperson of the Board. Pursuant to the Company’s Articles of Association, the notice of an AGM is distributed at least four weeks in advance of the meeting to shareholders. A copy of the calling notice with appendices will be posted on www.pgs.com. Notices convening Extraordinary General Meeting (“EGM”) must be distributed at least three weeks ahead of the meeting. The Board is to call shareholders to an EGM upon a written demand by the Company’s independent auditor or shareholders representing at least ve percent of the share capital, or for other purposes. Shareholders who wish to attend a General Meeting must notify the Company’s registrar or PGS by the deadline stated in the meeting notice, which must be at least two working days before the General Meeting. Only persons who are recorded as shareholders 5 business days before the date of the General Meeting may attend and vote at the General Meeting. According to the Company’s Articles of Association, documents to be considered at the General Meeting may be published on our website. The same applies to documents that, due to statutory requirements must be attached to, or included in the notice calling the General Meeting. If the documents are published in such a manner, the statutory requirements for distribution shall not apply. Nevertheless, shareholders are entitled to request that documents to be considered by the General Meeting are sent to them via regular mail. To vote at General Meetings, in person or by proxy, a shareholder must be registered with Euronext Securities Oslo, the former Norwegian Central Securities Depository (“VPS”). An owner with shares registered through a custodian has voting rights equivalent to the number of shares covered by the custodial arrangement, provided that the owner of the shares, within two working days ahead of the General Meeting, provides PGS with his or her name and address together with written conrmation from the custodian to the effect that he or she is the benecial owner of the shares held in custody. Written and/or electronic voting in accordance with the Norwegian Public Limited Liability Companies Act, cf. sections 5-8 to 5-8b, shall be allowed for meetings where such method of voting is arranged by the Board. The Company is for the 2024 AGM planning to call for a virtual meeting and arrange for electronic voting. Generally, the Chairperson of the Board and the Chairperson of the Nomination Committee, and the auditor attends the AGMs. In accordance with the Company’s Articles of Association, the Chairperson of the Board chairs General Meetings. This is a deviation from the NUES Recommendation No. 6 for making arrangements to ensure an independent chairperson for the General Meetings. The reason for this deviation is that the Company has found this more practical and that PGS wishes to ensure that General Meetings are chaired by a competent person having proper insight into PGS’ overall operations. Nomination Committee In line with our Articles of Association, the Company has currently a Nomination Committee comprised of three members to be elected by our shareholders at the AGM. The majority of Nomination Committee members shall qualify as independent parties, pursuant to the NUES Recommendations. The term of service shall be two years unless the General Meeting determines that the period shall be shorter, which is generally the case. The Nomination Committee’s main responsibilities, which are set out in the Nomination Committee Mandate and Charter, are to propose nominees for election as members and chairperson of the Board and the Nomination Committee. Further, the Nomination Committee proposes remuneration to be paid to members of the Board and its committees and Nomination Committee. The remuneration is approved by the General Meeting. Annually, the Nomination Committee produces a written report containing its nominations and proposals, which is distributed in advance of each AGM. CEO Letter Corporate Governance Sustainability Report Board of Directors’ Report Responsibility Statement Financial Statements PGS ANNUAL REPORT 2023 CORPORATE GOVERNANCE PGS Annual Report 2023 8 Once a year, the Nomination Committee meets with each Director individually and discusses how the Board and its committees’ function and whether there is a need for changes to the Board. The Nomination Committee also keeps contact with shareholders and the Company’s President & CEO (“CEO”) as part of its work. As of December 31, 2023, the Nomination Committee comprises Terje Valebjørg (chairperson), Alex Herger and Jon Arnt Jacobsen. Mr. Valebjørg was a rst time electee on the 2016 AGM as a member, Ms. Herger was a rst time electee as member at the 2019 AGM, whereas Mr. Jacobsen was a rst time electee on the 2022 AGM. All three were re-elected at the 2023 AGM for a service period ending with the 2024 AGM. The current Nomination Committee members are presented in more detail at www.pgs.com. The Nomination Committee proposed for approval at the 2024 AGM is planned for presentation in the 2024 AGM Calling Notice. Shareholders who wish to propose new Board members or new members of the Nomination Committee may do so by submitting a candidate’s name to PGS’ investor relations staff via www.pgs.com by following the link, “Nominate a Board Member.” The deadline for submissions each year is January 31. Alternatively, candidates can be proposed by letter to PGS attn. General Counsel or via email to ir@pgs. com. PGS does not employ any Nomination Committee members, none is a member of the Board and all proposed members of the Nomination Committee are considered to be independent from the Board and the management of the Company. In 2023, the Nomination Committee held 4 physical and virtual meetings. The Nomination Committee’s report on its work and recommendations will be set out in the 2024 AGM Calling Notice. The Board – Composition and Independence According to the Company’s Articles of Association, our Board shall have from three to thirteen Directors. The period of service for shareholder elected Board members shall be one year, whereas the period for the employee elected Board members is two years. The Board has adopted its own Rules of Procedure that establish in more detail its roles and responsibilities, including: y Directors’ qualications; y requirements that a majority of the shareholder elected Directors in the Board, a majority of the shareholder elected Directors being members of the Remco, and all shareholder elected Directors being members of the Audit Committee, are considered to be independent Directors; and y an annual review and determination of the independence of each Director. The composition of the Board is a reection of the Company’s commitment to protect the common interests of all shareholders and the Company’s need for expertise, capacity and diversity. As of December 31, 2023, the Board comprised seven shareholder-elected and three employee-elected Directors. The current shareholder-elected Directors are Walter Qvam (chairperson), Anne Grethe Dalane, Richard Herbert, Trond Brandsrud, Ebrahim Attarzadeh, Shona Grant and Emiliana Dallan Rice-Oxley, whilst the current employee-elected Directors are Anette Valbø, Carine Roalkvam and Eivind Vesterås. The current Directors are presented in more detail at www.pgs.com. Any adjustments to the Board proposed for approval at the 2024 AGM will be presented in detail in the 2024 AGM Calling Notice. As of December 31, 2023, all shareholder- elected Directors are independent of the Company’s management, its major business relations, and major shareholders. No shareholder elected Director may be an executive of PGS and is not permitted to perform paid consultancy work for PGS. As of December 31, 2023, all shareholder- elected Directors (bar one), directly or indirectly, own PGS shares. Shareholders and other interested parties may communicate directly with our shareholder-elected Directors by written correspondence addressed to PGS ASA, Board (shareholder-elected members), Secretary of the Board or to the Company’s General Counsel Lars Ragnar van der Bl Mysen, PO Box 251, NO-0216 Oslo, Norway. Further, the Company has on www.pgs. com posted an invitation to shareholders for discussing corporate governance or corporate responsibility matters by CEO Letter Corporate Governance Sustainability Report Board of Directors’ Report Responsibility Statement Financial Statements PGS ANNUAL REPORT 2023 CORPORATE GOVERNANCE PGS Annual Report 2023 9 contacting Mr. Mysen by phone or arranging a meeting with him. The Board – Its Work and Responsibilities In accordance with Norwegian corporate law, our Board has overall responsibility for management and supervision of the Company, while the CEO is responsible for day-to-day management. The Board provides oversight of the CEO’s day-to-day management and company activities in general. The Board is also responsible for ensuring that appropriate management, guidelines, and control systems are in place and are followed. In cooperation with the CEO, the Board also develops clear goals, strategies and risk prole for the Company such that it generates value for its shareholders in a sustainable manner taking economic, social and environmental, aspects into consideration. The CEO, as agreed with the chairperson of the Board, annually submits a schedule of the meetings of the Board of Directors in the upcoming calendar year. The schedule is subject to Board approval. In 2023, the Board held 13 physical and virtual meetings. During 2023, all the shareholder-elected Directors participated in all prescheduled board meetings, save that one Director missed one prescheduled meeting due to unforeseen circumstances. Key elements of the Rules of Procedure cover the Board’s responsibilities to determine the Company’s nancial targets, set strategy along with the CEO and executive committees, and approve business plans, budgets, and budgetary and risk frameworks. The Board reviews at least annually the objectives, strategy and risk prole for the Company. In its supervision of the Company’s business activities, the Board will seek to ensure that satisfactory procedures are in place for monitoring and follow-up of Board-approved corporate principles and guidelines covering areas such as ethical conduct; adherence to laws, rules, and regulations; health, safety and environment; and corporate responsibility. The Rules of Procedure also require an annual self-evaluation to determine whether the Board and its committees are functioning effectively. The annual self- evaluation is prepared and facilitated by the Remco. An anonymous survey is carried out and the ndings are discussed by the Board. The survey’s ndings are made available to the Nomination Committee. The Chairperson of the Nomination Committee also shares with the Board relevant information for improvement of Board processes that may come up in their annual interviews with individual Directors. Each scheduled Board meeting includes a separate session at which issues may be discussed without the presence of the Company’s management. The tasks and duties of the CEO vis-à-vis the Company’s Board are also outlined in the Rules of Procedure, along with the tasks and duties of the chairperson of the Board. The CEO participates in all board meetings other than closed sessions. The Board elects a vice chairperson to chair board meetings in the chairperson’s absence. The full text of the Board’s Rules of Procedure is available at www.pgs.com. Our governance structure is organized as described below. Our Board is responsible for the supervision of our business activities. The Board has established an Audit Committee and a Remco to assist in organizing and carrying out its responsibilities. The mandate and charter for the Audit Committee and Remco are available at www.pgs.com. The Board’s Responsibilities The Board’s responsibilities include to: y Appoint the Company’s CEO; and y together with the CEO operate PGS in an effective and ethical manner to create value for the Company’s shareholders. Our Code of Conduct requires management to maintain an awareness of the risks involved in carrying out our business strategies. Personal interests must not override or conict with the interests of PGS. The CEO’s Responsibilities The responsibilities of the CEO include: y Managing the day-to-day activities of the Company; CEO Letter Corporate Governance Sustainability Report Board of Directors’ Report Responsibility Statement Financial Statements PGS ANNUAL REPORT 2023 CORPORATE GOVERNANCE PGS Annual Report 2023 10 y organizing PGS’ Executive Committees and the Disclosure Committee to further assist the CEO; and y under the guidance and supervision of the Board and the Audit Committee, ensuring that the Company’s nancial statements in all material respects fairly present the Company’s nancial condition and the results of its operations, where timely disclosure of issues to the Board is essential to the assessment of the Company’s nancial condition, business performance and risks. Board Committees As of December 31, 2023, our Audit Committee comprises Directors Anne Grethe Dalane (chairperson), Trond Brandsrud, Ebrahim Attarzadeh, Emeliana Dallan Rice-Oxley and Anette Valbø. All shareholder-elected Director’s being members of the committee are considered independent of the Company. The committee’s functions are to assist the Board in its supervision of the integrity of PGS’ nancial statements; to monitor the independent auditor’s qualications, independence and performance; to monitor the performance of the internal audit function; to review the integrity of the sustainability reporting; and to promote and review compliance with laws and regulatory requirements. As of December 31, 2023, the Remco comprises Directors Walter Qvam (chairperson), Richard Herbert, Shona Grant, Carine Roalkvam and Eivind Vesterås. All shareholder-elected Director’s being members of this committee are considered independent of the Company’s senior management. The function of the committee is to assist in matters relating to compensation, benets, and perquisites of the CEO and other senior executives. Review and modication of the Company’s corporate governance implemented in the Company are also committee responsibilities. During 2023, all the shareholder-elected Directors participated in all prescheduled regular committee meetings, save that one Director was absent from two of those meetings. In 2023, the Board also mandated one ad- hoc committee comprising Mr. Qvam, Ms. Dalane, Mr. Brandsrud and Mr. Attarzadeh to – together with the PGS management and advisors – oversee the Company’s process for (a) managing its debt and assess options for renancing and (b) merging with TGS. Risk Management and Internal Control The Board is responsible for ensuring that appropriate guidelines, monitoring, and internal control systems are in place. These are to include embedding risk management, designating risk ownership, and implementing risk responses and controls. The Board has systems in place to assess that the CEO exercises appropriate and effective management. The Board’s Audit Committee assesses the integrity of PGS’ accounts. It also enquires about, on behalf of the Board, issues related to nancial review and external audit of PGS’ accounts. Further, the Board and the Audit Committee supervise and verify that effective internal control systems are in place, including systems for risk management and nancial reporting, and non-nancial reporting related to material sustainability topics. The Board and the Audit Committee take steps to ensure that the Company’s internal control functions are working as intended and that necessary measures are taken to reduce extraordinary risk exposure. Furthermore, the Board makes certain that the Company is creating value for the shareholders in a sustainable manner whilst taking ethical conduct; compliance with laws, rules and regulations; health, safety and working environment; and other environmental, social and governance (“ESG”) issues into account. The Company’s anti-corruption program includes a policy, manual and work instructions as to several ethical issues, periodic training, high risk area assessment and monitoring, compulsory contract wording, etc. The policy and procedures are available at www.pgs.com. The program is evaluated on a regular basis by the Audit Committee. Management maintains and regularly reviews a risk matrix setting out the main risks for the Company. These risk factors and the Company’s risk mitigating activities are subject to discussion in the Board at least once a year with company-wide ESG CEO Letter Corporate Governance Sustainability Report Board of Directors’ Report Responsibility Statement Financial Statements PGS ANNUAL REPORT 2023 CORPORATE GOVERNANCE PGS Annual Report 2023 11 KPIs to progress key sustainability material issues, as communicated in the ESRS 1 - Sustainability material issues paragraph below. Management conducts day-to-day follow-up of nancial management and reporting. Management has established a structured approach to ensure that the system for Internal Control over Financial Reporting (“ICFR”) is effective. ICFR includes identication and assessment of all material nancial reporting risks, identifying and documenting relevant controls to address these risks, and monitoring that controls are implemented and performed. For controls that are not operationally effective at year-end, their potential nancial exposure and impact on the consolidated nancial statements are evaluated. PGS has an Internal Audit Department reporting directly to the Audit Committee on its audit planning and audit reports. The purpose of the Internal Audit Department is to perform independent, objective assurance and consulting activities that add value and improve the Company’s initiatives in nancial, operational and compliance areas. The scope of work for the Internal Audit Department includes determining whether the Company’s risk management, control, and governance, as designed and represented by management, are adequate and well-functioning. The audit reports are issued to the Audit Committee. In addition, the Internal Audit Department regularly monitors and reports status of management’s actions to respond to identied risks or weaknesses. Remuneration of the Board and Executive Management Remuneration of shareholder-elected Directors is not linked to performance but is based on an annual fee and is subject to annual approval by the General Meeting. Shareholder-elected Directors shall not solicit or accept specic assignments for PGS beyond their role as Directors. Shareholder-elected Directors do not hold any PGS share options, restricted stock units or performance based restricted stock units. For details on compensation to individual Directors, please see Note 30 to the consolidated nancial statements of PGS. Remuneration payable to both employee- elected and shareholder-elected Directors will be proposed by the Nomination Committee according to its Mandate and Charter and is submitted to the AGM for approval. Executive remuneration is one of the primary tasks of Remco. The committee annually reviews the total compensation level, the mix between xed and performance related compensation and the mix between short and long-term compensation. Remco has developed an annual schedule in order to ensure and facilitate a structured approach to the annual review of executive compensation. Remco has with the help of an external advisor identied a specic peer group of comparable companies across relevant markets. The advisor has collected and combined information related to total compensation level and structure amongst these companies. As of Remco’s latest review, the peer group consisted of 17 companies from Norway and Europe. These companies are of comparable size and have international operations in the energy and energy services sectors. The peer group is subject to regular review. The Board and Remco use this information, among other tools, to benchmark and decide on an appropriate total compensation structure for the CEO and other executives. Compensation for the CEO adheres to the same process as that used for other executives, but is also subject to approval by the Board. The current remuneration package for our CEO and other executives includes xed elements and variable elements. The xed elements consist of a base salary and other benets such as car allowance, phone, internet and similar. The xed elements also include a dened contribution pension scheme and an individual pension scheme. The variable elements consist of Short Term Incentive Plans which is our annual bonus scheme, and Long Term Incentive Plans which are composed of Performance based Restricted Stock Units. Features of these programs include an absolute ceiling on performance-related remuneration. CEO Letter Corporate Governance Sustainability Report Board of Directors’ Report Responsibility Statement Financial Statements PGS ANNUAL REPORT 2023 CORPORATE GOVERNANCE PGS Annual Report 2023 12 For further details on the compensation structure and total compensation to the CEO and executive team members, please see Note 30 to the consolidated nancial statement of PGS, and also the Board’s Senior Executive Remuneration Policy approved by the 2021 AGM available on www. pgs.com, and the Board’s Senior Executive Remuneration Report for 2023 planned to be set forth in the 2024 AGM Calling Notice. Information and Communication The Board is committed to reporting nancial results and other relevant information based on openness and the requirement of equal treatment of all shareholders and securities market participants. The Company complies with relevant disclosure rules and regulations. Announcements are released through a platform provided by Notied and posted on the Oslo Stock Exchange’s NewsWeb service. In addition, all announcements are on www.pgs.com. The Company’s policy of accessibility for shareholders is also presented on the Company’s website. The Company has an investor relations function to ensure that requests for information from shareholders, analysts and other interested parties are satised. The Company has an active investor communication program which includes senior management attending roadshows in connection with reporting of nancial results, presentations at relevant investor conferences, and availability for one-on- one meetings, both virtual and as physical meetings. Takeover Bids The Board has established guiding principles for how it will act in the event of a takeover bid. The Board will ensure that all shareholders are treated equally and seek to prevent disruptions to, or interference with, Company operations to the extent possible. In the event of a takeover bid, the Board will, in accordance with its overall responsibilities and good corporate governance, act in the best interest of shareholders and ensure that sucient information regarding the matter is provided to the shareholders. If a takeover bid is made, the Board will issue a statement containing a recommendation as to whether the shareholders should accept or reject the offer, including an independent valuation of the offer. The Company’s Articles of Association do not contain any restrictions, limitations, or defense mechanisms against acquisition of its shares. Auditor The Audit Committee shall support the Board in the administration and exercise of its responsibility for supervision of the work of the independent auditor, who shall keep the Board informed of all aspects of its work for PGS. This duty includes submission of an annual plan for the audit of PGS. The auditor attends all Audit Committee meetings and, at least twice a year, meets with the Audit Committee without the presence of management. In-house policies govern the use of the auditor’s services. Use of the auditor for services other than the audit of PGS requires pre-approval by the Audit Committee. The independent auditor meets with the full Board at least once a year in connection with the preparation of the annual nancial statements and, at least once a year, presents a review of PGS’ nancial reporting and internal control procedures for nancial reporting. At least once a year, the independent auditor meets with the Board without the presence of any member of the executive management. Remuneration paid to the auditor for mandatory and other audit services will be reported to the AGM for approval. Diversity, Equality and Inclusion The Company has clear commitments regarding Responsible Business Conduct, Equality and Diversity & Inclusion for our work force. These commitments are embedded in the Company policies and goals, which include (a) respecting fundamental human and labor rights, (b) preventing discrimination and harassment, (c) recruiting, promoting and developing individuals based on qualications, value and potential, and (d) fostering and supporting diversity including age, nationality, gender and qualications. At the Board level, the Nomination Committee actively works for ensuring that there is proper diversity on gender, CEO Letter Corporate Governance Sustainability Report Board of Directors’ Report Responsibility Statement Financial Statements PGS ANNUAL REPORT 2023 CORPORATE GOVERNANCE PGS Annual Report 2023 13 age, background, experience and qualications. The Company complies with the requirements in the Norwegian Public Limited Liabilities Act section 6-11a on gender balance. At the management level and below the President & CEO, the SVP Global HR and the Executive Vice Presidents are all actively pursuing similar goals as regards equality, diversity & inclusion among the PGS management and the entire work force. The Company’s Annual Report available on www.pgs.com identies the more precise goals and how they have been met during the reporting period. Compliance with Laws, Rules, Regulations and Recommendations As part of PGS’ Code of Conduct available on www.pgs.com, PGS is inter alia committed to comply with relevant laws, rules, and regulations, as well as the Oslo Stock Exchange’s Issuer Rules. In addition, PGS complies with the current recommendations set forth in the NUES Recommendations, subject only to deviations identied and justied in this report. The Board further conducts periodic reviews of PGS’ corporate governance policies and procedures, including the Board’s Rules of Procedure. This process is conducted regularly and managed by Remco. Any changes to policies or procedures are presented to the Board for approval. PGS Annual Report 2023 14 SUSTAINABILITY REPORT Our Commitments and Progress – Sustainability 15 ESRS 1 Sustainability Material Issues 16 ESRS E1 Climate Change and Energy Transition 20 EU Taxonomy 20 ESRS E2-E5 Biodiversity and Nature 21 ESRS S1-14 Health, Safety and Security 25 ESRS S1 Future Workforce 26 ESRS S1-4 Respecting the Rights of People 26 ESRS G1 Business Ethics and Integrity 27 CEO Letter Corporate Governance Sustainability Report Board of Directors’ Report Responsibility Statement Financial Statements PGS ANNUAL REPORT 2023 CEO Letter Corporate Governance Sustainability Report Board of Directors’ Report Responsibility Statement Financial Statements PGS ANNUAL REPORT 2023 SUSTAINABILITY REPORT PGS Annual Report 2023 15 Our Commitments and Progress – Sustainability As we continue to prepare for the Corporate Sustainability Reporting Directive (“CSRD”) and progress towards the merger with TGS, the 2023 progress of our sustainability efforts are communicated here. For historical gures and context, reference is made to the 2022 sustainability report available at www.pgs.com. We have adopted a Code of Conduct that reects our commitment to our shareholders, clients, employees, and other stakeholders to carry out our business with the utmost integrity. The Code of Conduct outlines both what stakeholders can expect from us, and what we expect from our employees and anyone working for us. We are guided by the PGS’s Core Values and Leadership Principles that drive desired behavior and culture. Our Code of Conduct, Core Values and Leadership Principles are available in full on www.pgs.com. During 2023, we revised our Global Supply chain standard to integrate the requirements of the enacted Norwegian Transparency Act, and updated the procurement risk management in our processes, enabling accessibility, transparency, and understandability for all involved employees. PGS is committed to the ten principles of the United Nations Global Compact in the areas of human rights, labor, environment, and anti-corruption. The Board and the CEO actively ensure that the Company properly responds to sustainability challenges. CEO Letter Corporate Governance Sustainability Report Board of Directors’ Report Responsibility Statement Financial Statements PGS ANNUAL REPORT 2023 SUSTAINABILITY REPORT PGS Annual Report 2023 16 ESRS 1 Sustainability Material Issues To identify and assess actual and potential sustainability risks and opportunities for PGS, the Board and the CEO are actively involved in the Company’s assessment of material topics and the development of our strategic objectives and goals to manage them. A company-wide double materiality assessment according to ESRS 1, was extended to all PGS employees as input for the CSRD implementation in 2024. The results shown in the gure to the right conrm the prioritization of sustainability material issue mitigation, with the top 3 material issues being Climate Change and Energy Transition, Future Workforce and Business. The perception of the three sustainability issues and their impact on PGS’ enterprise value showed a slight shift compared to 2022, but with the same prioritization. The Future Workforce was perceived to have a slightly lesser impact, Respecting the Rights of People having a higher impact, and Biodiversity and Nature have a lesser impact. For 2022 and previous year’s results reference is made to the 2022 sustainability report available at www.pgs.com. Potential impact on enterprise value Impact on environment and society Respecting the Rights of People Biodiversity and Nature Health, Safety and Security Business Ethics and Integrity Future Workforce Climate Change and Energy Transition Climate Change and Energy Transition Climate Change ESRS E1 Future Workforce Own workforce ESRS S1 Health, Safety and Security Own workforce ESRS S1 Business Ethics and Integrity Business conduct ESRS G1 Respecting the Rights of People Own workforce ESRS S1 Workers in the value chain ESRS S2 Affected communities ESRS S3 Biodiversity and Nature Pollution ESRS E2 Water and marine resources ESRS E3 Biodiversity and ecosystems ESRS E4 Resource use circular economy ESRS E5 CEO Letter Corporate Governance Sustainability Report Board of Directors’ Report Responsibility Statement Financial Statements PGS ANNUAL REPORT 2023 SUSTAINABILITY REPORT PGS Annual Report 2023 17 Enterprise Level Risks and Opportunities linked to Sustainability Material Issues • Accelerating energy transition and decline in demand for seismic • Strict regulation of maritime carbon emissions Climate Change and Energy Transition • Major spill or pollution incident • Incident involving harm to marine fauna Biodiversity and Nature • Grave violation of human rights Respecting the Rights of People • Ability to attract, develop and retain talent Future Workforce • Victim of major cyber security incident • Global pandemic or similar event • Victim of criminal or terrorist activity Health, Safety and Security • Engagement in corrupt activities • Violation of international sanctions Business Ethics and Integrity Further, to engage with external stakeholders, we support the EnerGeo Alliance nancially and by engaging in workgroups, committees, and projects. Stakeholders include customers, non- governmental organizations, and academia. For a full list of stakeholders refer to the 2022 sustainability report available at www.pgs.com. To identify and report on risks and opportunities associated with climate change and the energy transition PGS uses the frameworks developed by the Corporate Sustainability Reporting Directive (“CSRD”), the Task Force on Climate Related Disclosures (“TCFD”), Global Reporting Initiative (“GRI”) and the Organization for Economic Co-operation and Development (“OECD”) due diligence process and supporting measures. Since 2011, PGS has published a separate sustainability report, which communicates the Company’s progress in alignment with the recommendations of the GRI. Further in 2023 we have continued aligning our reporting with the CSRD. PGS has also submitted annual disclosures to the Carbon Disclosure Project (“CDP”) since 2010 and to the UN Communication on Progress since 2014. Further, PGS promotes the UN Sustainable Development Goals (“SDGs”) through concrete actions and goals that are relevant for the Company’s activities and global presence. From the materiality assessment, PGS has identied six of the 17 SDGs where the Company contributes. CEO Letter Corporate Governance Sustainability Report Board of Directors’ Report Responsibility Statement Financial Statements PGS ANNUAL REPORT 2023 SUSTAINABILITY REPORT PGS Annual Report 2023 18 These identied goals are number 04 Quality Education, 07 Affordable and clean energy, 09 Industry, Innovation and Infrastructure, 13 Climate Action, 14 Life Below Water and 16 Peace Justice and Strong Institutions. Our goals and progress are shown below. PGS GOAL Promote education in geology, geophysics, mathematics and digitalization. PGS GOAL Upgrade our acquisition, processing and deliverables through digitalization and innovation. PGS GOAL Identify and develop new sustainable business opportunities. Cooperation with the Norwegian Academy of Science and Letters to promote mathematical education among young people in Norway & abroad Financial support for women doctorates in Ghana 2011 2017 2022 2023 Financial support students in Ghana, and interim programs in Canada, Ghana and Brazil Sustained educational support to local communities in Norway and Ghana through ABEL Sustained educational support to local communities in Ghana and Angola. 176 sponsored Angolan students. Renovating and building three schools in Angola Financial support for 6 PhD students (5 female; 1 Male) in Ghana with 1 guest lecture held by PGS Financial support for 184 Angolan students (110 female; 74 male). Solar panels installed in one school Ramform seismic vessel technology 1995 GeoStreamer® seismic streamer technology 2007 2008 Ramform S-class improves seismic vessel technology 2013 Ramform Titan-class seismic vessel technology. 2019 Digital transformation partnership with Google and Cognite 2020 High-Performance Computing in the cloud 2023 Enabled 3 digitalization pillars with cloud-based computing - PGS Eos, MultiClient OnDemand, and PGS Digital Factory Grow New Energy business 2021 2022 Completed 4 surveys for characterization of reservoirs for carbon storage 2023 Completed rst ultra-high resolution 3D survey in Offshore wind site characterization 2023 Expanded operations within the offshore wind segment Continued to grow the value of seismic data and services to the CCUS industry PGS Track Record of Support for UN SDGs continued on next page CEO Letter Corporate Governance Sustainability Report Board of Directors’ Report Responsibility Statement Financial Statements PGS ANNUAL REPORT 2023 SUSTAINABILITY REPORT PGS Annual Report 2023 19 PGS GOAL 50% reduction in relative CO2 emissions by 2030. PGS GOAL Increase scientic knowledge by sharing oceanographic data. PGS GOAL Sustain zero tolerance for corruption and bribery in all its forms. Started reporting to Carbon Disclosure Project (CDP) 2010 ISO 14001 certied2011 2020 Set company target to reduce relative emissions by 50% 2022 Real-time energy performance monitoring and optimization implemented Completed technical screening of alternative fuels for the existing eet Expand real-time emission monitoring for EU ETS and FuelEU Maritime 2023 Align CO2 emissions targets with 2050 net zero goal Joint Industry Program with DNV and Shearwater for energy & emission reporting (MRV) for the seismic sector Global Ocean Data Sharing Initiative Launched 2017 Ghost-Net Initiative: Removal of marine debris Shared temperature and salinity data with South- African & Norwegian research institutions. 2019 Shared current data with South- African & Norwegian research institutions 2020 Memorandum of understanding with Seabed 2030 2021 Live feed of bathymetry data from all vessels to Seabed 2030 2024 Data sharing agreement with Hub Ocean to explore & demonstrate the benets of sharing industry ocean data 2023 Continued exploring how data acquired by our eet of vessels can support oceanic research. Signed the UN Global Compact and committed to the ten principles 2013 Human rights policy 2014 2015 UK Modern Slavery Act Human rights implemented in the Supply Chain 2020 Equality & Anti-Discrimination Act 2021 Norwegian Transparency Act 2022 Human & labor rights and anti-corruption training across all eet 2023 UN Call-to-Action from Business to Governments PGS Track Record of Support for UN SDGs CEO Letter Corporate Governance Sustainability Report Board of Directors’ Report Responsibility Statement Financial Statements PGS ANNUAL REPORT 2023 SUSTAINABILITY REPORT PGS Annual Report 2023 20 PGS recognizes the impacts of climate change and the need for a managed transition to sustainable energy sources to avoid the most severe consequences for the environment, society, the economy, and our business. The Company has committed to reaching net-zero emissions of greenhouse gases in 2050 with a 75% reduction in emissions from maritime operations and 100% renewable energy use onshore. In 2023, we worked on planning the next steps to achieve our net-zero target. To meet our 75% reduction in absolute emissions from maritime operations, two main objectives are established. The rst objective is ongoing and is to progress continuously to 2050, which is to reduce the energy consumption by progressing three key initiatives (a) Reduce drag from seismic equipment, (b) Increase operational eciency, and (c) Enhance energy eciency. The second focuses on Greenhouse Gas intensity of fuels and is comprised of two initiatives; (a) Alternative fuels with a drop- in biofuel test to be performed in Q1 in 2024 to enable us to offer our customers to use bio-fuel mix, (b) Any future newbuilds will have dual fuel option, with the alternative fuel options still to be decided. Further, in 2023, PGS joined forces with Shearwater and DNV with the objective to establish a standardized reporting framework for marine seismic activities and test DNVs’ Monitoring, Reporting and Verication (“MRV”) tool in preparation to meet IMO and EU reporting requirements. To meet our target of using 100% renewable energy onshore, two main activities are in focus, the rst is to complete the full transition to cloud computing running on renewable energy, and the second is for oces and equipment storage with accessible infrastructure, to power with renewable energy. EU Taxonomy In 2022 we concluded that our geophysical surveys of reservoirs targeted or used for carbon storage (“CS”), were eligible for the activity of underground permanent geological storage of CO2. In 2023, the assessment of geophysical surveys for wind installations was carried out and concluded that our geophysical surveys for offshore wind installations promote the advancement of renewable energy projects, as per the EU Directive 2018/2001. In 2023, we completed one survey where the objective was the geophysical characterization of reservoirs for CS and additionally, provided MultiClient data from our library for the same purpose. Further, we progressed two surveys with the objective of characterizing the sub-surface to safely position and install wind turbines. The total revenues for these activities were ~$35 million, with $10 million from CS and ~$25 million from wind. ESRS E1 Climate Change and Energy Transition CEO Letter Corporate Governance Sustainability Report Board of Directors’ Report Responsibility Statement Financial Statements PGS ANNUAL REPORT 2023 SUSTAINABILITY REPORT PGS Annual Report 2023 21 In 2023, and with reference to ESRS E2, the direct emissions (scope 1) from our vessel operations resulted in 330 CO2 equivalent in kTonnes, of which 84% derive from our seismic vessels and 16% from support and escort vessels. The breakdown is shown below and compared to 2022. Figures earlier than 2022 are available in the 2022 sustainability report. We continue to focus on reducing our relative CO2 emissions by 50% within 2030. We do this by maximizing the eciency of our vessels, optimizing their utilization, and reducing drag during operations. These efforts are reected in the reduction of emissions per data unit produced. In 2023, the emitted kilos of CO2 per common midpoint resulted in 55.5, getting us back on track compared to 2022. We understand the challenge to identifying the most relevant production-based emission reduction KPIs and embarked on a Joint Industry Project with DNV and Shearwater that aims to establish a standardized reporting framework and test DNVs’ reporting tool and achieve greater transparency and consistency on seismic energy and emission reporting. The CO2 per CMP KPI will be evaluated after the reporting standardization is agreed. ESRS E2-E5 Biodiversity and Nature Reducing Emissions Per Data Unit kg CO2 per CMP 2030 20232011 2014 2017 20202012 2015 2018 20212013 2016 2019 2022 90.4 85.4 80.2 66.1 76.2 69.6 73.5 62.4 64.2 59.0 57.4 74.5 55.5 45.2 TARGET BASELINE - 50% CO2 eq Emissions Breakdown (kTonnes) (a) The 12.6% increase in emissions from 2022 to 2023 is due to higher vessel utilization to survey 59% more squared kilometers than the previous year. Scope 1 2022 2023 Direct Emissions (a) 293 330 Seismic vessels 250 277 Support and escort vessels 43 53 CEO Letter Corporate Governance Sustainability Report Board of Directors’ Report Responsibility Statement Financial Statements PGS ANNUAL REPORT 2023 SUSTAINABILITY REPORT PGS Annual Report 2023 22 To improve transparency of indirect emissions (scope 2) reporting, the emissions from our data processing centers are now estimated and reported separately from our oce emissions. Note that historical numbers have been adjusted accordingly. The transition from on-premises to cloud compute has enabled an estimated reduction of 74% compared to 2019. Our total scope 3 for other emissions is not yet established; however, we have been tracking emissions from business travel since 2012, well-to-tank (WTT) fuels since 2021, and in 2023, we started to track our emissions from logistics. The breakdown is shown here and compared to 2022. Figures earlier than 2022 are available in the 2022 sustainability report. CO2 eq Emissions Breakdown (kTonnes) (a) Only emissions from locations with more than 50 employees are included (Oslo, Weybridge and Houston). (b) Estimated emissions from our data centers (Westway, Weybridge, Oslo, Cairo and Rio de Janeiro) and Google. Scope 2 2019 2020 2021 2022 2023 Indirect Emissions 17 17 13 9 5 Oces (a) <1 <1 <1 <1 <1 Data processing (b) 16 16 13 9 4 CO2 eq Emissions Breakdown (kTonnes) (a) The increase of 11% compared to 2022 is due to increased vessel activity. (b) Does not include occasional use of charter ights. (c) In 2023, we started to record our emissions from logistics. Scope 3 2022 2023 Other Emissions 60 67 Well-to-tank (WTT) Marine Fuels (a) 53 59 Business Travel (b) 7 7 Logistics (c) <1 CEO Letter Corporate Governance Sustainability Report Board of Directors’ Report Responsibility Statement Financial Statements PGS ANNUAL REPORT 2023 SUSTAINABILITY REPORT PGS Annual Report 2023 23 In addition to CO2 emissions, PGS measures three other air pollutants to understands its GHG and overall air emissions. The breakdown is shown here and compared to 2022. Figures earlier than 2022 are available in the 2022 sustainability report. The Energy Consumption of fuel for our vessels, electricity for our oces and data centers is reported in gigawatt hours (GWh). Note that historical numbers for oces and data centers have been adjusted accordingly. Energy Consumption Breakdown (GWh) (a) The total amount is not an estimate and represents the factual electricity consumption for oces and data processing. (b) Only emissions from locations with more than 50 employees are included (Oslo, Weybridge and Houston). (c) Data centers included are Houston, Weybridge, Oslo, Rio de Janeiro, Cairo. The energy consumption from our Google supplier is not included. 2019 2020 2021 2022 2023 Fuel 1467 1128 946 1050 1185 VLSFO 812 558 463 642 749 MGO 655 570 483 408 436 Electricity (a) 47 49 38 25 13 Oces (b) 4 3 2 3 2 Data processing (c) 43 46 36 22 11 Sum 1514 1177 984 1075 1198 Environmental Performance Indicators (a) See scope 1, 2 and 3 for comments. (b) The 16.7% increase in NOx was due to increased vessel activity for survey acquisition which required more fuel. Air Emissions 2022 2023 CO2 eq (kTonnes) (a) 355 398 SOX (kTonnes) <1 <1 NOX (kTonnes) (b) 6 7 PM (kTonnes) <1 <1 CEO Letter Corporate Governance Sustainability Report Board of Directors’ Report Responsibility Statement Financial Statements PGS ANNUAL REPORT 2023 SUSTAINABILITY REPORT PGS Annual Report 2023 24 Environmental Performance Indicators (a) To improve the consistency of reporting, waste onboard is now measured in kilograms rather than cubic meters. This is to better reect the mass of waste. A conversion of the 2022 gures has not been done, but 2023 will be a comparison year for 2024 reporting. Historical gures in cubic meters are available in the 2022 Sustainability Report. (b) Figures represent oces with more than 50 employees (Oslo, Weybridge and Houston). 2023 numbers are impacted by oce refurbishments in Oslo and Weybridge. We are aiming for >80% waste segregation for our oces. (c) A major non-compliance is one that leads to signicant environmental impact and/or penalties for the company. (d) A minor non-compliance is one that leads to insignicant environmental impact without any consequences beyond statutory reporting where required. The 3 minor non-compliances were: i. Fuel above 0.1% sulfur in the Sulphur Emission Control Areas (SECAs) was registered on the PGS Apollo vessel. ii. Diesel spilled onto the deck, but not to sea, when the Ramform Sovereign was on dry dock. iii. One chartered vessel had a minor hydraulic oil leak with less than 5 liters overboard. (e) All 4 onboard spills were safely contained. (f) The 4 spills comprised of 1 diesel and 3 hydraulic oil spills totaling a volume of <0.3 m3. (g) In 2023, 89% of the marine debris (abandoned shing gear and marine debris from the oceans) was recorded by the Sovereign Ramform in the Andaman Sea. The increased tonnage reported compared to 2022 is due to an initiative to make the reporting more complete. 2022 2023 Waste Vessels (Tonnes) (a) N/A 696.1 Delivered to shore N/A 584.4 Incinerated onboard N/A 63.5 Organic waste to sea N/A 43.2 Stored on board N/A 5.0 Oces (Tonnes) (b) 54 71.7 General waste 17 30.6 Recycled waste 37 41.1 Environmental Incidents Major non-compliance (c) 0 0 Minor non-compliance (d) 3 3 Spills Number (e) 3 4 Volume total (m3) (f) < 0.1 <0.3 Volume overboard (m3) 0 0 EnerGeo Alliance Sustainable Seas Marine Debris collected from sea (kTonnes) (g) 5 146.5 There are strict requirements from the International Maritime Organization (IMO) on waste management offshore. PGS is compliant with MARPOL Annex V requirements and for 2023, its total offshore waste is broken down below. Figures earlier than 2022 are available in the 2022 sustainability report. CEO Letter Corporate Governance Sustainability Report Board of Directors’ Report Responsibility Statement Financial Statements PGS ANNUAL REPORT 2023 SUSTAINABILITY REPORT PGS Annual Report 2023 25 Our health and safety performance remained strong in 2023, with the total number of recordable cases decreasing by one to a total of 3 cases compared to 4 in 2022. The potential of these incidents were low, and we had zero high-potential incidents across the Company for the year. To mitigate the elevated physical risks and the unique nature of offshore working, we formed a partnership with International SOS and established the BeWell program for offshore crew. The objective was to provide the opportunity to undertake voluntary health checks with individual follow-up to promote and maintain a healthy lifestyle onboard and at home. The program was fully rolled out 1. December onboard all vessels, and in only 30 days we had 180 participants complete the voluntary health check. To mitigate the risk of major cyber security incidents, we initiated a process for ISO 27001 certication for information security management systems and expect to obtain the certication in 2024. ESRS S1-14 Health, Safety and Security Indicator 2022 2023 Lost Time Injury (LTI) 2 1 Restricted Work Case (RWC) 1 0 Medical Treatment Case (MTC) 1 2 # Total Recordable Incidents 4 3 High Potential Incidents 0 0 Man-hours (millions) 3.9 4.8 Lost Time Incident Frequency (LTIF) 0.52 0.21 Total Recordable Case Frequency (TRCF) 1.03 0.62 High Potential Incident Frequency (HIPO) 0.00 0.00 Fatalities 0 0 CEO Letter Corporate Governance Sustainability Report Board of Directors’ Report Responsibility Statement Financial Statements PGS ANNUAL REPORT 2023 SUSTAINABILITY REPORT PGS Annual Report 2023 26 PGS had 1,210 regular employees and temporarily contracted personnel as of December 31, 2023, compared to 1,139 as of December 31, 2022. The increase is due to higher activity and increased hiring of onshore and offshore employees. Note that in preparation for compliance with CSRD for FY 2024, statistics on employee numbers for FY 2023 and FY 2022 include temporarily contracted persons. As of December 31, 2023, PGS employees represented 53 nationalities. 29% of the oce-based employees and 3% of offshore employees are women). Among employees in Norway, 34% are women. The Board of Directors has four male and three female shareholder elected directors, and one male and two female employee-elected directors. In 2023, we continued our focus to build skills and capabilities among our employees that we have identied as necessary for the future. Besides technical and social skills courses, we launched several global learning initiatives, such as: y Utilizing new technologies to reduce crew travel for training and improve sustainability. y Implemented new ways to create engaging multimedia presentations of expert’s technical presentations using synthetic voice and animation. y Offered external professional coaching. y Offered psychological safety workshops to all employees. The total number of hours recorded for training was 16,969 of which 25% represented operational/technical training. The average training hours per employee was 14.4. In support of Sustainability Development Goal 04 Quality Education, and PGS’ Goal to promote education in geology, geophysics, mathematics, and digitalization, we have furthered our efforts in 2023 by providing: y Financial support for 6 PhD students (5 female and 1 male) and delivered one guest lecture in Ghana. y Financial support for 184 students (110 female and 74 male) and installing solar panels in one school in Angola. y Sharing knowledge in 21 exhibition and sponsoring at conferences and meetings, including contributing to with articles and publications. ESRS S1 Future Workforce ESRS S1-4 Respecting the Rights of People For our ocial report in accordance with section 54(1) of the Modern Slavery Act 2015, on our efforts to prevent modern slavery for the nancial year ending December 31, 2023, and an account of the due diligence performed by PGS ASA in accordance with the enacted Norwegian Transparency Act, the combined statement is available at pgs. com. For historical gures, the Company’s Sustainability Report 2022 is available on www.pgs.com. For supplementary metrics, the Additional Sustainability Disclosures document is available at pgs.com. CEO Letter Corporate Governance Sustainability Report Board of Directors’ Report Responsibility Statement Financial Statements PGS ANNUAL REPORT 2023 SUSTAINABILITY REPORT PGS Annual Report 2023 27 With reference to ESRS G1-4, PGS can conrm that in 2023, zero corruption cases, nor any allegations or requirements to investigate corruption were recorded. For ESRS G1-6 – Payment practices, the tax payment to governments and economic activity are illustrated by country in percentages. In 2023, PGS paid $ 61.9 million in corporate taxes, employer taxes and revenue shares to governments. The graph below outlines the countries to which PGS made these payments. Note that the total amount does not include taxes incurred and paid by JV entities where PGS is not a controlling/majority owner, nor VAT and other transactional taxes that can be reclaimed. ESRS G1 Business Ethics and Integrity For an overview of supplementary sustainability metrics related to Governance, the Additional Sustainability Disclosures are available at www.pgs.com. With reference to ESRS G1-2 – management of relationships with suppliers, the number of active suppliers in PGS during 2023 was ~2,000, and of those, ~570 are key suppliers in PGS’s value chain. Suppliers and business partners engaged in the compliance, anti- corruption, and bribery control program increased by 5% in 2022 to 304 participants in 2023. Of the 304 participants, 88 are subject to regular enhanced due diligence, which includes screening in specialized tools, distributing questionnaires, requesting documentation, training, and certication of compliance. Further, 96 suppliers are subject to automated continuous compliance monitoring. For anti-corruption and with reference to ESRS G1-3, ninety three percent of the about hundred employees that we have determined to be in more exposed roles received physical training in 2023. Eighty six percent of all employees on vessels and in oces completed the e-learning. Further, 60 of our business partners with an inherently higher exposure to corruption, conrmed anti-corruption compliance and training as part of the PGS anti-corruption program. Country % contribution of corporate taxes, employer taxes and revenue share Brazil 23.1% Norway 13.2% Nigeria 10.9% Angola 10.5% Other 10.2% United Kingdom 8.3% Malaysia 5.3% United States 5.1% Egypt 4.9% Japan 3.3% Cote D’Ivoire 2.7% Canada 2.6% Other Tax contribution % Trinidad & Tobago 0.38% Singapore 0.71% Sao Tome & Principe 0.31% Namibia 1.85% Kazakhstan 0.25% Ivory Coast 0.01% Indonesia 1.92% Guyana 1.99% Ghana 1.17% France 0.13% Cyprus 0.72% Congo 1.71% PGS Annual Report 2023 28 The marine seismic acquisition market continued to improve in 2023 with increasing margins for contract work and a higher pre-funding revenue for new MultiClient surveys. However, PGS’ revenues declined year-over-year due to a combination of low MultiClient late sales and unexpected vessel scheduling and operational challenges. In 2023 PGS successfully renanced the majority of its debt maturing in 2024 and reduced gross interest-bearing debt by approximately 25%. In September 2023, PGS and TGS announced the intention to merge, aiming to establish the premier energy data company. The merger makes strategic sense and close to all shareholders in both companies approved the transaction at the extraordinary general meetings in December. BOARD OF DIRECTORS’ REPORT PGS is organized in four primary business units: Sales & Services, New Energy, Operations and Technology & Digitalization. y Sales & Services promotes and sells all PGS’ products and services to energy companies y New Energy assesses and develops business opportunities within the energy transition markets where PGS can diversify its service portfolio and revenues y Operations manages vessel operations and marine seismic acquisition projects y Technology & Digitalization manages research and development, PGS digital transformation and Enterprise IT PGS is a fully integrated marine geophysical company that provides a broad range of seismic and reservoir services, including data acquisition, imaging, interpretation, and eld evaluation. The Company’s services are provided to the oil and gas industry, as well as to the broader and emerging new energy industries, including carbon storage and offshore wind. The Company operates on a worldwide basis with headquarters in Oslo, Norway. CEO Letter Corporate Governance Sustainability Report Board of Directors’ Report Responsibility Statement Financial Statements PGS ANNUAL REPORT 2023 CEO Letter Corporate Governance Sustainability Report Board of Directors’ Report Responsibility Statement Financial Statements PGS ANNUAL REPORT 2023 BOARD OF DIRECTORS’ REPORT PGS Annual Report 2023 29 2023 Business Highlights y Increased MultiClient pre-funding revenues by 31% and reported a MultiClient pre-funding level of 138% of capitalized cash investments. y Successfully entered the offshore wind site characterization market and triggered signicant client interest for the ecient geophysical approach of conducting site characterization. y Completed renancing by issuing a new 4-year $450 million senior secured bond in Q1 and a $75 million term loan in Q3. y Reduced gross interest-bearing debt by approximately 25%, to $778 million. y Contract prices and margins showed further improvement compared to 2022. y Strong progress on digitalization with close to all imaging work moved to the cloud, providing scale, exibility and always access to the best hardware technology. y Commenced initiative to advance the data transmission capabilities from our vessels, by utilizing satellite technology to reduce turnaround time and costs. y PGS Shareholders approved merger with TGS, and the Company successfully completed a private placement of $40.6 million to increase liquidity and further contribute to a nancially robust combined entity following the merger. Strategy PGS is a fully integrated marine seismic acquisition and imaging company, offering a full range of towed streamer acquisition and imaging services through both the proprietary contract (“Contract”) and MultiClient business models. Being in control of seismic acquisition vessels, imaging and technology, positions PGS to deliver the best and most exible solutions to clients under any contract type. Capital expenditures relating to the Ramform Titan-class new build program, followed by a prolonged industry downturn from 2014 to 2018 and severe impact from the COVID-19 pandemic, led to a higher than targeted interest-bearing debt level. Debt reduction has been a priority for PGS until a more sustainable capital structure is achieved considering the Company’s size and market cyclicality. Over the last years, PGS has made signicant progress in optimizing its capital structure. The PGS business strategy comprises the following key priorities: y Leverage integration across the PGS value chain PGS aims to fully utilize the Contract, MultiClient and the New Energy markets in combination with integrated commercial models to build vessel campaigns maximizing eet utilization. The Company intends to capitalize on selling joint acquisition and imaging CEO Letter Corporate Governance Sustainability Report Board of Directors’ Report Responsibility Statement Financial Statements PGS ANNUAL REPORT 2023 BOARD OF DIRECTORS’ REPORT PGS Annual Report 2023 30 services as a complete solution to optimize margins and vessel utilization. y Leading provider of high-resolution seismic for near-eld exploration, production (4D) seismic and Carbon Capture and Storage (“CCS”) The energy transition drives increasing focus towards near-eld exploration and production seismic. PGS is well positioned in these market segments with the Ramform acquisition platform and GeoStreamer technology. PGS intends to improve exposure and protability further by creating geologically driven geophysical workows and solutions tailored towards infrastructure-led exploration, appraisal, and development. PGS intends to bundle imaging with baseline 4D programs to increase strike rate for future monitoring contracts. Systematic MultiClient data rejuvenation in mature basins is done with the purpose of creating multi-purpose products for hydrocarbon detection and carbon storage use. Targeted New Energy markets require ultra-high resolution seismic, which PGS offers. y Develop New Energy into a signicant business unit PGS is progressing well on establishing a well-recognized presence in markets within the offshore renewables and energy transition domains. PGS intends to build a business with growing revenues as fast as these opportunities materialize. PGS has identied carbon storage, offshore wind and marine minerals as areas where the Company can match its assets, competence, and capabilities to address industry challenges. During 2022 PGS established a strong position in the carbon storage geoservices market and continued to make MultiClient data sales related to development of CCS projects. In 2023 PGS successfully entered the offshore wind site characterization market by award and completion of the rst survey using its ultra-high resolution 3D technology. The Company’s offering attracts signicant client interest and further awards have resulted in a strong order book for offshore wind site characterization work extending well into 2024. y Increase speed and penetration of digitalization Scope and speed of digitalization is accelerating and PGS is working on three main pillars of digitalization projects: PGS Eos - Enabling faster processing and imaging of seismic data, using cloud scalability and automated workows. During 2023 PGS has moved most of its imaging work to the cloud, capitalizing on the unprecedented scale and exibility, while always having access to state-of-the-art hardware and software and to a lower cost compared to previous in-house data center solutions. MultiClient OnDemand - A cloud-based MultiClient sales platform that enables new sales models and allows clients to collaborate on high-quality data and achieve faster subsurface insights and decisions. PGS Digital Factory - Includes a suite of initiatives to build more insights and analyze patterns and trends. It utilizes machine learning and articial intelligence to optimize costs, improve predictability and performance, reduce turnaround time, and reveal commercial opportunities. y Reduce operating costs and increase eciency Fleet operations are a dominant part of the Company’s cost base. PGS has developed and implemented a new and more exible crewing model designed to reduce cost, without negatively impacting safety. Next step is to utilize recent developments in satellite and communication technology to streamline data ow processes which should lead to reduced eet cost. More widely, the Company is increasingly taking advantage of its digital toolbox to improve operational eciency and reduce capital expenditures. CEO Letter Corporate Governance Sustainability Report Board of Directors’ Report Responsibility Statement Financial Statements PGS ANNUAL REPORT 2023 BOARD OF DIRECTORS’ REPORT PGS Annual Report 2023 31 y Reduce environmental footprint from our operations PGS is dedicated to reducing the risk of harm to the environment and constantly improving our environmental performance. Delivering on PGS Sustainability goals is part of the Company’s license to operate and more details are disclosed in the Corporate Governance and Sustainability sections on pages 4 and 14 of this report. Market Development and Main Businesses PGS is one of the largest players in the global marine 3D seismic market. Historically, seismic activity is closely linked to the overall exploration and production spending by energy companies. Several years of under investments in new oil and gas supplies in combination with an increasing focus on energy security are drivers for the recovery of global exploration and production activity in recent years. From a very low level during the Covid-19 pandemic, the seismic market recovery started in 2021 when energy companies increased activity on near-eld exploration, exploration on existing licensed acreage and 4D reservoir optimization. The seismic contract business model normally serves these market segments. The contract market beneted from the higher activity with a signicant improvement in 2022 and a further strengthening during 2023. PGS has a solid market share in the 4D segment with its GeoStreamer offering, as well as steerable streamers and sources, enabling high data quality and precise replication of earlier 3D surveys and baseline 4D surveys. In addition to the structurally growing efforts to optimize producing elds, there was a strong renewed focus on exploration, including frontier areas starting to play out in 2022. More exploration benets both the contract and MultiClient markets. Industry investments in new MultiClient projects increased signicantly in 2023 and client commitments to these programs were strong with a pre-funding level of 138% of capitalized investments for PGS. However, momentum of the recovery did not progress as anticipated in 2023 likely owing to continued strong capital discipline among energy companies and higher than expected cost ination. Vessel supply is at historically low levels and there are two main vessel owning companies in the seismic industry, PGS and Shearwater. PGS rigged the Ramform Victory earmarked to acquire a large 4D contract offshore Brazil with scheduled startup around mid-year. Delay of necessary client permits caused project delays into 2024. Scheduling challenges of the current active eet, and lower than expected growth of activity, caused the industry to operate below full utilization in 2023, especially in the last quarter. Sales from MultiClient data libraries ended lower for the industry in 2023, compared to 2022 when the industry benetted from signicant transfer fees, triggered by mergers and acquisitions among the energy companies. Further, increasing cost ination, drilling focus and internal resource allocation can be explanations for a lower discretionary spending level among the energy companies. The seismic industry entered the new energy markets in 2022 when several seismic acquisition projects were conducted for development of CCS projects, in addition to MultiClient data sales for the same purpose. In 2023 PGS expanded its exposure to the new energy universe by successfully entering the offshore wind segment by introducing a 3D geophysical approach to offshore wind site characterization, signicantly more ecient than the traditional geotechnical and 2D approach. Technology PGS is concentrating its research and development efforts on areas of technology differentiation ranging from seismic acquisition to subsurface and reservoir imaging. The Company is capitalizing on digitalization to improve its operational eciency, reduce capital expenditures and develop new digital service offerings. GeoStreamer, the rst-ever multi-sensor streamer and a proprietary PGS technology, was a game changer in streamer technology and a premier example of PGS’ ability to differentiate through technology innovation. GeoStreamer has affected the CEO Letter Corporate Governance Sustainability Report Board of Directors’ Report Responsibility Statement Financial Statements PGS ANNUAL REPORT 2023 BOARD OF DIRECTORS’ REPORT PGS Annual Report 2023 32 way marine streamer data has been used across the entire E&P life cycle, helping PGS clients to reduce exploration risk, improve the delineation of reservoir details, enable accurate reservoir characterization and facilitate better production monitoring and management. The unique design of GeoStreamer has helped PGS clients to solve some of their long-standing problems, such as creating high resolution images of the very near surface. Separated Waveeld Imaging (“SWIM”) is a technology that uniquely uses the recordings of the two complementary GeoStreamer sensors to create images with unseen resolution that signicantly improve E&P companies understanding of shallow geology and drilling hazards whilst simultaneously enabling improvements in survey eciency – an undertaking previously viewed as contradictory. PGS Ultima is an imaging tool to provide better images faster and address another of PGS’ clients long-standing challenges to have access to subsurface images for quicker decision making. PGS Ultima moves away from the traditional sequential processing to a fast simultaneous inversion process, combining velocity model building and high-end imaging in a single step. The imaging tool has the potential to reduce the time it takes from acquisition to the nal image on the clients’ workstation by approximately 50%. By establishing New Energy, PGS used increased resources for understanding the geophysical challenges in these new markets and to nd geophysical solutions and limitations with current equipment and technology. To accelerate suitable product offerings beyond core assets, PGS equipped the Sanco Swift with the Company’s Ultra High Resolution 3D (“UHR3D”) seismic streamer. The technology is best suited for detailed imaging on a smaller scale for targets such as complex, highly fractured, thin, or compartmentalized formations. During 2023 PGS proved the application of the UHR3D streamer technology by successfully completing its rst offshore wind site characterization contract and built an orderbook of follow on work extending well into 2024. Strong client interest for PGS ecient geophysical approach to offshore wind site characterization surveys, compared to the traditional geotechnical method, made the Company order an additional set of HD3D streamers, to be deployed on a suitable vessel if demand is sucient. PGS is imaging most of its data in the cloud, resulting in signicantly lower cost than previous in-house solution. Imaging in the cloud provides unprecedented exibility, scalability, while always having access to state-of-the-art hardware. PGS continues to develop cost effective solutions for cloud solutions and strives towards improving eciency and reducing costs further. In December “PGS IO” was launched, which will harness new satellite technology to cost effectively buffer seismic eld data onboard seismic vessels and seamlessly transfer it to the cloud. This will drive operational eciencies and realize an interlinked data ecosystem enabling further synergies in cloud-based imaging. Financial Results PGS has one operating segment focused on delivery of seismic data and services, which matches the internal reporting to the Company’s executive management. See Note 4 to the Consolidated Financial statements for information about principles applied. In the following, Segment information is referred to as “Produced”. In 2023, As Reported revenues according to IFRS amounted to $721.5 million, compared to $825.1 million in 2022, a decrease of $103.6 million, or 13%. The decrease is driven by lower MultiClient late sales and contract revenues, partially offset by a higher volume of MultiClient surveys completed and delivered to clients, driving pre-funding revenues. Produced Revenues, forming the basis for Segment reporting, amounted to $770.6 million, compared to $817.2 million in 2022, a decrease of $46.6 million, or 6%. The reduction is due to lower contract and MultiClient late sales revenues, partially offset by higher MultiClient pre-funding revenues. Contract revenues ended at $284.6 million, compared to $336.3 million in 2022, a decrease of $51.7 million, or 15%, due to less 3D vessel capacity allocated to contract work, partially offset by higher prices. Contract revenues for the full year 2023 CEO Letter Corporate Governance Sustainability Report Board of Directors’ Report Responsibility Statement Financial Statements PGS ANNUAL REPORT 2023 BOARD OF DIRECTORS’ REPORT PGS Annual Report 2023 33 include $24 million related to offshore wind site characterization surveys. MultiClient late sales in 2023 were $202.9 million, compared to $326.7 million in 2022, a decrease of $123.8 million, or 38%. In 2022 the Company benetted from signicant transfer fees and recognition of revenues related to a 2-year MultiClient access agreement with Shell. The seismic market is improving, and PGS believes the increasing exploration focus will positively impact sales from the MultiClient library going forward. As Reported MultiClient pre-funding revenues according to IFRS 15 in 2023 amounted to $207.7 million, compared to $139.3 million in 2022, an increase of $68.4 million, or 49%. The increase is a result of higher volume of MultiClient projects nalized and delivered to clients. Produced MultiClient pre-funding revenues in 2023 amounted to $256.8 million, compared to $131.4 million in 2022, an increase of $125.4 million, or 95%. The increase is due to more 3D vessel capacity allocated to MultiClient acquisition projects, a higher MultiClient investment level, stronger pre-funding commitments from clients, as well as signicant sales from surveys in the processing phase. Produced MultiClient pre-funding revenues were 138% of capitalized MultiClient cash investments (excluding capitalized interest), compared to 123% in 2022. The increased pre-funding level is mainly due to higher client exploration activity, stronger pre- funding of ongoing surveys and signicant sales from surveys in the processing phase. Total Produced MultiClient revenues (pre- funding and late sales combined) increased by $1.6 million, compared to 2022 and ended at $459.7 million. Imaging revenues were $25.5 million in 2023, compared to $22.7 million in 2022, an increase of $2.8 million, or 12%. The eet allocation ratio, active 3D vessel time for marine contract versus MultiClient data acquisition, was 41:59 in 2023, compared to 72:28 in 2022. The Company closely monitors its gross cash costs. Gross cash costs are dened as the sum of reported net operating expenses (excluding depreciation, amortization, impairments, deferred steaming, net and other charges, net), the cash operating costs capitalized as investments in the MultiClient library, and capitalized development costs. In 2023 gross cash costs ended at $539.5 million, an increase of $51.7 million, or 11%, compared to 2022. The increase is primarily due to more operated vessel capacity with Ramform Victory in 3D seismic operation and Sanco Swift used as an offshore wind site characterization vessel, partially offset by lower fuel and project related costs. Net operating expenses, which include cost of sales, expensed research and development costs, and selling, general and administrative costs, totaled $333.7 million in 2023, compared to $370.5 million in 2022, a decrease of $36.8 million, or 10%. The decrease is mainly explained by more costs capitalized MultiClient as cash investment. Full year 2023, gross research and development (“R&D”) costs was similar compared to 2022. Capitalized development cost increased by $1.0 million, or 12%, compared to 2022, resulting in overall net R&D expense in 2023 being 14% lower than in 2022. The Company’s R&D costs are mainly incurred to support and develop core business activities of marine seismic acquisition and imaging. Total IFRS amortization of the MultiClient library in 2023 was $220.4 million, compared to $241.6 million in 2022, a decrease of $21.2 million, or 9%. The decrease is mainly driven by a lower portion of accelerated amortization and no impairment charges. Amortization was 54% of MultiClient revenues, compared to 52% in 2022. The higher amortization rate reects a lower proportion of late sales in the mix. The Company recorded no impairments on the MultiClient library in 2023, compared to $11.5 million in 2022. The impairments in 2022 primarily relate to projects in North America and West Africa. The MultiClient library is assessed for impairment on a survey-by-survey basis. 2023 gross depreciation was $110.4 million, a decrease of $11.8 million, or 10%, compared to 2022. This comes because of a generally lower investment level in property plant and equipment over recent years. CEO Letter Corporate Governance Sustainability Report Board of Directors’ Report Responsibility Statement Financial Statements PGS ANNUAL REPORT 2023 BOARD OF DIRECTORS’ REPORT PGS Annual Report 2023 34 Impairment tests on vessels and equipment are performed at year-end and whenever there are events, changes in assumptions or indication of potential loss of value. During the year 2023 and per December 31, 2023, the Company has not identied any impairment triggers for the vessels from the performed tests. The Company did however recognize $6.6 million of impairments earlier in 2023 regarding vessel equipment which was not expected to be taken into use. The seismic market is recovering, but the recoverable values of seismic vessels and other assets are sensitive to the assumed margins and cycles of the seismic industry as well as changes to operational plans. As a result, impairments may arise in future periods. EBIT ex. impairment and other charges was $103.9 million in 2023, compared to $117.1 million in 2022. In 2023, the share of results from associated companies amounted to a gain of $1.7 million, compared to a loss of $5.0 million in 2022. The loss in 2022 mainly relate to fair value adjustments. Gross interest expense amounted to $105.4 million in 2023, compared to $109.4 million in 2022, a decrease of $4.0 million, or 4%. The decrease is due to a considerable reduction of gross interest-bearing debt, partly offset by an increase of LIBOR/SOFR interest rates, which increases the cost of oating rate debt, as well as a high interest rate on the new $450 million bonds. Other nancial expense, net, was $5.5 million in 2023, compared to $2.6 million in 2022. Income tax expense, which consists of current and deferred tax expense, was $9.0 million in 2023, compared to $26.1 million in 2022. The deferred tax expense in 2023 was a credit of $14.6 million, while there was no deferred tax expense in 2022. Current tax expense relates to foreign withholding tax and corporate tax on prots in certain countries where PGS has executed projects or made signicant MultiClient sales, primarily in Africa and South America. PGS is subject to taxation in many jurisdictions around the world with increasingly complex tax laws. PGS has identied issues in several jurisdictions that could eventually make the Company liable to pay taxes relating to prior years in excess of the provision recognized in nancial statements. Reference is made to Note 12 of this annual report for a description of signicant tax contingencies. Loss to equity holders of PGS ASA was $14.5 million in 2023, compared to a loss of $32.8 million in 2022. Cash Flow, Financial Position and Financing Net cash provided by operating activities totaled $467.2 million in 2023, compared to $371.3 million in 2022. The increase is primarily due to a more favorable working capital development and a higher amount of cash costs capitalized as MultiClient investment (and reported as cash ow from investing activities). Cash ow before nancing activities was $182.0 million in 2023, compared to $209.5 million in 2022. The reduction, despite the increase of cash provided by operating activities, is primarily due to higher capital expenditures and investments in the MultiClient library. In 2022, PGS recognized approximately $33 million of revenues relating to a change of control event where MultiClient transfer fees were disputed by the clients. Given the inability to timely conclude the matter, PGS initiated two separate arbitration proceedings under the dispute resolution provisions of the agreements. In October 2023, the tribunal in the rst arbitration issued a decision in PGS’ favor, including late payment interest and reasonable legal costs. The amount due to PGS following this decision, net of any revenue share to third parties, was per year-end estimated to approximately $43 million. This was received after year-end, early 2024. The decision relates to agreements where PGS already recognized $18 million as revenues in 2022 and as a result PGS recognized additional $17 million of late sales revenues in 2023. The second arbitration proceeding, for which the Company recognized approximately $15 million in 2022 was settled in 2023 at an amount more than covering the amount earlier recognized. Financing and liquidity On March 31, 2023, PGS issued bonds of $450 million at 98% of par (the “Bonds”). CEO Letter Corporate Governance Sustainability Report Board of Directors’ Report Responsibility Statement Financial Statements PGS ANNUAL REPORT 2023 BOARD OF DIRECTORS’ REPORT PGS Annual Report 2023 35 The Bonds have a 4-year tenor, maturing March 31, 2027, with a coupon of 13.5% paid semiannually. The Bonds are non-callable for 2 years and can thereafter be called at 106.75 per cent of par between March 31, 2025, and September 29, 2025, 105.06 per cent of par between September 30, 2025, and March 30, 2026, 103.38 per cent of par between March 31, 2026, and September 29, 2026, and thereafter 100.50 per cent of par. The proceeds from the Bonds, together with cash on balance sheet, were used to repay $600 million of the Company’s term loan B (“TLB”). A new $75 million loan (the “Loan”) was drawn September 18, 2023, with the net proceeds used to repay on the TLB. The Loan has an interest rate of SOFR + 7.00% and matures December 15, 2026, with quarterly amortization at a rate of 6.25% of the original principal amount beginning on June 30, 2024. The Loan is subject to the same nancial covenants as the $450 million Bonds. The December 31, 2023, remaining $69.8 million balance of the TLB (due March 19, 2024) was fully repaid from cash in February 2024. The Company’s Super Senior Loan of $50 million had a scheduled maturity on March 18, 2024. To align the terms of the Super Senior Loan to the other remaining debt instruments post the full repayment of the TLB, the Company has after December 31, 2023, renanced the loan through amending, extending and increasing the Super Senior Loan to $60 million with TGS ASA as the sole lender at terms similar to what was otherwise available to PGS in the market. The main credit agreements contain minimum liquidity and maximum leverage ratio covenants. The Bonds and Loan terms have a minimum liquidity covenant of $50 million and a maximum leverage ratio (Net Interest-Bearing Debt to last twelve months IFRS EBITDA) of 3.00:1 from Q1 2023 to Q4 2024 and 2.50:1 thereafter. On December 31, 2023, the leverage ratio was 1.66:1. The Company expects to remain in compliance with the nancial covenants in its credit agreements going forward. Further, the main credit agreements contain general and nancial undertakings usual for these kinds of nancing arrangements, restricting the Company in various ways. PGS announced on September 18, 2023, an intention to merge with TGS ASA or one of its subsidiaries (“TGS”). PGS and TGS announced on October 25, 2023, that their respective Board of Directors had approved and decided upon a denitive merger agreement and formal merger plan. On December 1, 2023, shareholders of PGS and TGS approved the merger plan with close to 100% support at the extraordinary general meetings. The parties expect that the merger will be completed during rst half of 2024. The merger plan contains customary mutual restrictions for both parties until the merger is completed, as well as certain unilateral restrictions for PGS in relation to investments, equity transactions and nancing. The agreements for the Bonds and the Loan both contain change-of-control provisions triggering put options/mandatory call for the bondholders/lenders at 101% and 102% of par, respectively, at the time of completing the merger. The Bonds are currently trading at a price above 110% of par which should make it unlikely that the bondholders will exercise the put option at 101% of par. The TLB and the Super Senior Loan had change-of-control provisions requiring the loans to be repaid at the time of completing the merger unless maturing earlier or otherwise agreed with the lenders. The TLB was fully repaid in February 2024 and PGS has renanced the Super Senior Loan by amending, extending and increasing this to $60 million Super Senior Loan where TGS ASA is the sole lender. In Q3 2023, PGS raised approximately $40.6 million of new equity. The proceeds were used to increase liquidity and to further contribute to a nancially robust combined entity following the merger with TGS. During 2023, PGS reduced gross interest- bearing debt by $273.2 million ($279.6 million including lease liabilities) and net interest-bearing debt ended at $542.0 million, a reduction of $74.7 million ($81.1 million including lease liabilities). CEO Letter Corporate Governance Sustainability Report Board of Directors’ Report Responsibility Statement Financial Statements PGS ANNUAL REPORT 2023 BOARD OF DIRECTORS’ REPORT PGS Annual Report 2023 36 Cash and cash equivalents totaled $177.7 million as of December 31, 2023, compared to $363.8 million as of December 31, 2022. Investments In 2023, total MultiClient cash investment, excluding capitalized interest, amounted to $185.9 million, compared to $106.4 million in 2022, an increase of $79.5 million, or 75%. The increase is primarily due to more 3D vessel capacity allocated to MultiClient projects. Capital expenditures, whether paid or not, totaled $93.5 million in 2023, compared to $50.2 million in 2022, an increase of $43.3 million, or 86%. The increase is primarily a result of higher investments in seismic in-sea equipment and reintroduction of the Ramform Victory. Financial Market Risk The Company is exposed to market risks such as interest rate risk, currency exchange risk, credit risk, liquidity risk and commodity price risk, as discussed below. The Company’s risk management policies are approved by the Board of Directors. The treasury function reports regularly to Company management and any breach of limits set in the policy is reported to the Board of Directors. Interest Rate Risk PGS has a mixture of xed and oating interest rate debt to manage the impact of interest rate uctuations. As of December 31, 2023, PGS had $194.8 million of oating interest rate debt, with interest rates based on up to three-month SOFR rates, plus a margin. Fixed interest rate debt amounted to $583.2 million. The exposure to changes in the interest rate is reduced by the restricted and unrestricted cash earning interest at oating interest rate. For every (hypothetical) one percentage point increase in SOFR the annual net interest expense of the PGS’ net debt, including nance leases, would decrease (with some delay) by approximately $0.2 million. The increase in oating interest rates during 2023 impacted the net interest cost (after taking into account interest income on restricted and unrestricted cash) by less than $0.5 million. Currency Exchange Risk PGS conducts business primarily in US dollars (“$” or “USD”), but also in several other currencies, including British pounds (“GBP”), Norwegian kroner (“NOK”), Brazilian real (“BRL”), euro (“EUR”), and occasionally currencies like Egyptian Pounds (“EGP”) and Nigerian Naira (“NGN”). PGS is subject to foreign currency exchange rate risk on cash ows related to sales, expenses, nancing, and investment transactions in currencies other than the US dollar. PGS predominantly sells products and services in US dollars, and to a limited extent in other currencies. In addition to USD, a signicant proportion of PGS’ operating expenses are incurred in NOK and GBP. Less substantial amounts are incurred in various other currencies. Thus, regarding expenses and revenues in currencies other than US dollars, such expenses will typically exceed revenues. A stronger US dollar reduces PGS’ operating expenses as reported in US dollars. It is estimated that a 10% change of the US dollar against the two most signicant non- USD currencies, NOK and GBP, would have an annual impact on gross cash cost of $11- 14 million and $3-5 million, respectively. The Company did not have any open foreign currency forward contracts as of December 31 in 2023 or 2022. All interest-bearing debt is denominated in US dollars. Credit Risk PGS’ accounts receivable is primarily from multinational, integrated energy companies and independent oil and natural gas companies, including companies that are owned in whole or in part by governments. PGS manages the exposure to credit risk through ongoing credit evaluations of clients. Due to the nature of PGS’ client base, a low level of losses on accounts receivable has been incurred over the years. CEO Letter Corporate Governance Sustainability Report Board of Directors’ Report Responsibility Statement Financial Statements PGS ANNUAL REPORT 2023 BOARD OF DIRECTORS’ REPORT PGS Annual Report 2023 37 PGS has a structured approach to monitoring the credit risk of the Company’s banking partners, including the institutions in which cash is held on deposit. Commodity Risk Operation of seismic vessels requires substantial fuel purchases, thus PGS is exposed to fuel price uctuations. Based on the Company’s fuel consumption in 2023, a 10% increase in fuel prices would increase the total annual fuel costs by approximately $9 million. The Company seeks to pass fuel price risk to clients, and achieves this on a majority of contract work. Climate Risk PGS is exposed to both transition risk and physical risks associated with climate change. The Company has a structured approach to monitoring the development of the seismic exploration market and opportunities created by the transition to renewable energy sources globally. The Company’s strategy is based on market scenario analysis and positioning of the Company for the energy transition by establishing and developing the ‘New Energy’ business unit, which is a core component of the Company’s strategy. The physical risks associated with climate change may directly affect both onshore and offshore operations through increased occurrence of extreme weather conditions. The Company mitigates this risk through reducing the dependency of on-premise computing by shifting data and processing to the cloud, careful fact based planning of projects, and by leveraging the inherent weather resilience of the Ramform eet and GeoStreamer technology. Operational and Other Risks Demand for the Company’s products and services depends on the level of spending by energy companies on hydrocarbon- resource exploration, eld development, and production. Spending levels are heavily inuenced by oil and gas prices and energy companies’ focus areas. The ongoing energy transition may cause structural changes in demand. During 2020 and 2021 there was an increasing focus on extracting more resources from producing elds and infrastructure lead exploration. Alongside this trend, more traditional exploration activity in greeneld areas came into play in 2022 and was further accelerated on in 2023, benetting both the contract and the MultiClient markets. The Company is subject to many risk factors including, but not limited to the demand for seismic services, the demand for data from the Company’s MultiClient library, increased competition, the attractiveness of technology, changes in governmental regulations affecting the markets, the speed and impact of the energy transition and its effect on client behavior, technical downtime, licenses and permits, currency and fuel price uctuations and operational hazards such as weather conditions. Contracts for services are occasionally modied by mutual consent and in certain instances may be cancelled by clients on short notice without compensation, which was experienced in 2023. Consequently, the order book as of any particular date may not be indicative of actual operating results for any succeeding period. Shares, Share Capital and Dividend As of December 31, 2023, PGS had 955,310,440 shares issued and outstanding, all of which are of the same class and carry equal voting and dividend rights. Each share has a par value of NOK 3. PGS’ ordinary shares are listed on the Oslo Stock Exchange (ticker: PGS) and denominated in Norwegian kroner. In Q3 2023, PGS completed a private placement with gross proceeds of approximately $40.6 million. The net proceeds to the Company is used to increase liquidity and enable a nancially robust combined entity following the proposed merger with TGS, protect the Company against market cyclicality prior to the consummation of the merger, and maintain symmetry with TGS as they did a concurrent private placement sized to maintain the agreed relative ownership in the merger. As of December 31, 2023, the Company held 839,856 treasury shares. CEO Letter Corporate Governance Sustainability Report Board of Directors’ Report Responsibility Statement Financial Statements PGS ANNUAL REPORT 2023 BOARD OF DIRECTORS’ REPORT PGS Annual Report 2023 38 Sustainability PGS’ Code of Conduct reects the Company’s commitment to its shareholders, clients, employees, and other stakeholders to carry out business with the utmost integrity. The Code of Conduct outlines both what stakeholders can expect from PGS, and what PGS expects from employees and anyone working for PGS. Employees of PGS are also guided by the Company’s Core Values and Leadership Principles that drive desired behaviour and culture. The Code of Conduct, Core Values and Leadership Principles are available in full on www.pgs. com. In 2022, PGS committed to net-zero greenhouse gas (“GHG”) emissions by 2050 with an absolute reduction in maritime emissions of 75% and 100% renewable energy usage onshore. The Company has also identied activities under the EU Taxonomy, and in 2023, the total turnover for these activities was approximately $34 million, with $10 million from CCS and $24 million from offshore wind site characterization projects. More information on the identication of these activities is available in the Corporate Governance section on page 4 of this report. PGS is committed to the ten principles of the United Nations Global Compact in the areas of human rights, labor, environment, and anti-corruption. The Board of Directors and the CEO actively ensure that the Company properly responds to sustainability challenges. To identify and assess actual and potential sustainability risks and opportunities for PGS, the Board of Directors, and the CEO are involved in the Company’s double materiality assessment of material topics and the development of our strategic objectives and goals to manage them. In 2023, the double materiality assessment was extended to all PGS employees in our journey to full Corporate Sustainability Reporting Directive (“CSRD”) compliance for FY 2024. To identify and report on risks and opportunities associated with climate change and the energy transition PGS uses the OECD Guidelines for Multinational Enterprises on Responsible Business Conduct and the frameworks developed by the Carbon Disclosure Project (“CDP”) and the Task Force on Climate Related Financial Disclosures (“TCFD”). Since 2011, PGS has published a separate sustainability and ESG report, which communicates the Company’s progress in alignment with the recommendations of the Global Reporting Initiative (“GRI”), and in 2022, we started to transition our reporting with the CSRD and European Sustainability Reporting Standards (“ESRS”). PGS has an ambition to promote the UN Sustainable Development Goals (“SDGs”) through concrete actions and goals that are relevant for the Company’s activities and global presence. From the materiality assessment PGS has identied 6 of the 17 SDGs where the Company contributes; 4-Quality Education, 7-Affordable and clean energy, 9-Industry, Innovation and Infrastructure, 13-Climate Action, 14-Life Below Water and 16-Peace Justice and Strong Institutions. A more detailed account of how PGS manages sustainability risks and opportunities can be found in the Corporate Governance and Sustainability sections of this annual report. Organization PGS had 1210 regular employees and temporarily contracted as of December 31, 2023, compared to 1139 as of December 31, 2022. The increase in 2023 is due to higher activity and increased hiring of onshore and offshore employees. As of December 31, 2023, PGS employees represented 53 nationalities. 29% of the oce-based employees and 3% of offshore employees are women). Among employees in Norway, 34% are women. The Board of Directors has four male and three female shareholder elected directors, and one male and two female employee-elected directors. At the headquarters in Oslo, 28% of management positions are held by women, and 1% of women working in the In preparation for compliance with CSRD (Corporate Social Responsibility Directive) for FY 2024, statistics on employee numbers for FY 2023 and FY 2022 include temporarily contracted persons. CEO Letter Corporate Governance Sustainability Report Board of Directors’ Report Responsibility Statement Financial Statements PGS ANNUAL REPORT 2023 BOARD OF DIRECTORS’ REPORT PGS Annual Report 2023 39 Norwegian part of PGS work part-time. PGS consciously strives to improve the gender diversity of staff through reporting and actively encouraging development and promotion of women to management roles. The primary development processes are Performance Management, Potential Assessment, and Coaching and Mentoring programs. PGS has scored increasingly higher on the “She” index in recent years. Additionally, a disproportionate number newly recruited geophysicists in PGS are women. Being a global company, PGS has a long-standing practice of embracing cultural diversity, and cultural sensitivity training is offered to employees. The average monthly salary of all active regular employees as of December 2023 was $8,445 ($7,292 for female employees and $8,806 for male employees) based on January 2024 exchange rates. Board of Directors and Corporate Governance As of December 31, 2023, the Board of Directors has the following members: Walter Qvam (Chairperson), Anne Grethe Dalane, Richard Herbert, Emeliana Dallan Rice Oxley, Trond Brandsrud, Ebrahim Attarzadeh, Shona Grant, Anette Valbø, Carine Roalkvam and Eivind Vesterås. The latter three are employee elected Board members. The Board has established two sub- committees: an Audit Committee that as of December 31, 2023 is comprised of Anne Grethe Dalane (Chairperson), Trond Brandsrud, Emeliana Dallan Rice Oxley, Ebrahim Attarzadeh, and Anette Valbø, and the Remuneration and Corporate Governance Committee, that as of December 31, 2023 is consisting of Walter Qvam (Chairperson), Richard Herbert, Shona Grant, Eivind Vesterås and Carine Roalkvam. The committees predominantly act as preparatory bodies for the Board of Directors and assist the Directors in exercising their responsibilities. PGS also has a Nomination Committee elected by the shareholders. As of December 31, 2023, this committee consists of Terje Valebjørg (Chairperson), Alexandra Herger and Jon Arnt Jacobsen. PGS’ corporate governance principles are adopted by the Board of Directors. The Board periodically reviews these principles. Statements of the corporate governance structure are described in more detail in the corporate governance section of this annual report. The Company’s articles of association, in addition to full versions of the rules of procedures for the Board of Directors, the Audit Committee charter, the Remuneration and Corporate Governance Committee charter, the Nomination Committee charter, and PGS’ Code of Conduct are available on the Company’s website www.pgs.com. Since 2004, PGS has maintained a compliance hotline operated by an external service provider to facilitate reporting of any concerns regarding inappropriate business conduct. The Company encourages use of the hotline by anyone who has concerns relating to compliance with laws and regulations, breaches of the code of conduct, fair treatment, or any other matter. Concerns can also be raised directly with the General Counsel or any Board member. The Board of Directors and the Executive Management team of PGS Group are covered by PGS ASA’s Directors and Ocers Liability Insurance (“D&O”) placed in the international insurance market on market standard terms and conditions. The insurance comprises the directors’ and ocers’ personal legal liabilities, including defense- and legal costs. The cover also includes employees in managerial positions or employees who become named in a claim or investigation, or is named co-defendant, and is extended to include members of the Company’s management or board committees. Outlook Many future energy outlook scenarios predict global energy consumption to continue to increase longer term with oil and gas remaining an important part of the energy mix. Offshore reserves will be vital for future energy supply and support the longer-term demand for marine seismic services. The seismic market is improving on the back of increased focus on energy security, several years of low investments in new oil and gas supplies, and attractive oil and gas prices. CEO Letter Corporate Governance Sustainability Report Board of Directors’ Report Responsibility Statement Financial Statements PGS ANNUAL REPORT 2023 BOARD OF DIRECTORS’ REPORT PGS Annual Report 2023 40 Offshore energy investments are expected to continue to increase in 2024. The Board expects the marine seismic acquisition market to benet from the higher spending level and a limited supply of seismic vessels. Further, the Board expects PGS New Energy to benet from an increasing demand for geophysical services for offshore wind site characterization projects. The Board emphasizes that valuations in the nancial statements and forward- looking statements contained in this report are based on various assumptions made by management and the Board, depend on factors beyond our control, and are subject to risks and uncertainties. Accordingly, actual results may differ materially. Pursuant to section 3-3a of the Norwegian Accounting Act, the Board conrms that the 2023 nancial statements have been prepared on the going concern basis which the Directors believe to be appropriate. Allocation of Parent Company’s result for 2023 The nancial statements of the parent company, PGS ASA, are prepared and presented in accordance with generally accepted accounting principles in Norway (“NGAAP”). PGS ASA reported a prot of NOK 1,027.3 million for 2023, compared to a loss of NOK 34.2 million in 2022. PGS ASA is a holding company with no material operating activities. The Board proposes that the prot for 2023 of NOK 1,027.3 million is transferred to other equity. Total shareholders’ equity in PGS ASA as of December 31, 2023 was NOK 6,420.8 million corresponding to 98% of total assets. Walter Qvam Chairperson Richard Herbert Director Trond Brandsrud Director Shona Grant Director Eivind Vesterås Director Rune Olav Pedersen President & Chief Executive Ocer Anne Grethe Dalane Director Emeliana Dallan Rice Oxley Director Ebrahim Attarzadeh Director Anette Valbø Director Carine Roalkvam Director Oslo, April 23, 2024 Board of Directors PGS ASA PGS Annual Report 2023 41 Today, the Board of Directors and the Chief Executive Ocer reviewed and approved the Board of Directors’ report and the consolidated and separate annual nancial statements for PGS ASA, for the year ending and as of December 31, 2023. PGS ASA’s consolidated nancial statements have been prepared and presented in accordance with IFRSs and IFRICs as adopted by the EU and additional disclosure requirements in the Norwegian Accounting Act, and that should be used as of December 31, 2023. The separate nancial statements for PGS ASA have been prepared in accordance with the Norwegian Accounting Act and Norwegian accounting standards as of December 31, 2023. The Board of Directors report for the group and the parent company is in accordance with the requirements of the Norwegian Accounting Act and Norwegian accounting standard 16, as of December 31, 2023. To the best of our knowledge: y The consolidated and separate annual nancial statements for 2023 have been prepared in accordance with applicable accounting standards. y The consolidated and separate annual nancial statements give a true and fair view of the assets, liabilities, nancial position, and result of operations as a whole as of December 31, 2023, for the group and the parent company. y The Board of Directors’ report for the group and the parent company include a true and fair review of: - The development and performance of the business and the position of the group and the parent company. - The principal risks and uncertainties the group and the parent company face. RESPONSIBILITY STATEMENT Walter Qvam Chairperson Richard Herbert Director Trond Brandsrud Director Shona Grant Director Eivind Vesterås Director Rune Olav Pedersen President & Chief Executive Ocer Anne Grethe Dalane Director Emeliana Dallan Rice Oxley Director Ebrahim Attarzadeh Director Anette Valbø Director Carine Roalkvam Director Oslo, April 23, 2024 Board of Directors PGS ASA CEO Letter Corporate Governance Sustainability Report Board of Directors’ Report Responsibility Statement Financial Statements PGS ANNUAL REPORT 2023 2023 FINANCIAL STATEMENTS PGS Annual Report 2023 43 ALTERNATIVE PERFORMANCE MEASURES As required by the European Securities and Markets Authority (“ESMA”) guidelines, the Company has dened and explained the purpose of its Alternative Performance Measures (“APMs”) in the paragraphs below. EBIT, excluding impairments and other charges PGS believes that EBIT, excluding impairments and other charges, is a useful measure in that the measures provide an indication of the protability of the Company’s operating activities for the period without regard to signicant events and/or decisions in the period that are expected to occur less frequently. Produced revenues Segment information is referred to as “Produced”. Produced Revenues, when used by the Company, means revenues and other income based on recognition of MultiClient prefunding revenues on a Percentage-of- completion (POC) basis. Produced Revenues is reconciled in Note 4. Produced EBITDA Produced EBITDA, when used by the Company, means Reported EBITDA adjusted for the difference between Produced Revenues and Reported Revenues (IFRS). Produced EBITDA may not be comparable to other similarly titled measures from other companies. The Company has included Produced EBITDA as a supplemental disclosure because PGS believes that the measure provides useful information regarding the Company’s ability to service debt and to fund capital expenditures and provides a helpful measure for comparing its operating performance with that of other companies. Produced EBIT, excluding impairments and other charges PGS believes that Produced EBIT, excluding impairments and other charges, is a useful measure in that it provides an indication of the protability of the Company’s operating activities for the period without regard to signicant events and/or decisions in the period that are expected to occur less frequently. Produced MultiClient pre-funding level Produced MultiClient pre-funding level is calculated by dividing the produced MultiClient pre-funding revenues, as per segment reporting, by the cash investment in MultiClient library, as reported in the Statements of Cash Flows. PGS believes that the MultiClient pre-funding percentage is a useful measure in that it provides some indication of the extent to which the Company’s nancial risk is reduced on new MultiClient investments. CEO Letter Corporate Governance Sustainability Report Board of Directors’ Report Responsibility Statement Financial Statements PGS ANNUAL REPORT 2023 PGS Annual Report 2023 44 Net interest-bearing debt Net interest-bearing debt is dened as the sum of non-current and current interest-bearing debt, less cash and cash equivalents and restricted cash. PGS believes that net Interest-bearing debt is a useful measure because it provides an indication of the hypothetical minimum necessary debt nancing to which the Company is subject at balance sheet date. The Company presents net interest- bearing debt both including and excluding lease liabilities. Liquidity reserve Liquidity reserve is dened as the sum of cash and cash equivalents and the un- drawn part of the Revolving Credit Facility. Management believes that liquidity reserve is a useful measure because it provides an indication of the amount of funds readily available to the Company in the very short term at balance sheet date. Cash ow before nancing activities Cash ow before nancing activities is dened as the sum of net cash provided by operating activities and net cash used in investing activities, in the consolidated nancial statements of cash ows. Order book Order book is dened as the aggregated estimated value of future revenues, measured on a basis consistent with our Segment reporting principles. This includes signed customer contracts, letters of award or where all major contract terms are agreed. For long term contracted service agreements the order book includes estimated revenues for the nearest 12-month period. PGS believes that the Order book gure is a useful measure in that it provides an indication of the amount of customer backlog and committed activity in the coming periods. Capital expenditures, whether paid or not Capital expenditures means investments in property and equipment irrespective of whether paid in the period but excluding capitalized interest cost. Gross cash costs Gross cash costs are dened as the sum of reported net operating expenses (excluding depreciation, amortization, impairments, deferred steaming, net and other charges, net) and the cash operating costs capitalized as investments in the MultiClient library as well as capitalized development costs. PGS believes that the gross cash costs gure is a useful measure because it provides an indication of the level of cash costs incurred by the Company irrespective of the extent to which the eet is working on MultiClient projects or the extent to which its R&D expenditures qualify for capitalization. Net operating expenses Net operating expenses are dened as gross cash costs (as per above) less capitalized investments in the MultiClient library and capitalized development costs. PGS believes this gure is a useful measure because it provides an indication of the level of net cash costs incurred by the Company in running current period commercial activities that are not devoted to investment. CEO Letter Corporate Governance Sustainability Report Board of Directors’ Report Responsibility Statement Financial Statements PGS ANNUAL REPORT 2023 PGS Annual Report 2023 45 APM Reconciliations EBIT ex. impairment and other charges, net is reconciled as follows: Year ended December 31, (In millions of US dollars) 2023 2022 Operating profit (loss) as reported 97.4 106.0 Other charges, net (0.1) (5.7) Impairment of MultiClient library - 11.5 Impairment and loss on sale of non-current assets (excl. MultiClient library) 6.6 5.3 EBIT ex. impairment and other charges, net 103.9 11 7.1 Segment Reporting, Total Revenues and Other Income, As reported, and Produced revenues are reconciled as follows: Year ended December 31, (In millions of US dollars) 2023 2022 Contract seismic 284.6 336.3 MultiClient pre-funding 20 7. 7 139.4 MultiClient late sales 202.9 326.7 Imaging 25.5 22.7 Other Income 0.8 - Total Revenues and Other Income, As reported 721.5 825.1 Produced MultiClient revenue for projects not yet delivered 84.9 94.0 Produced MultiClient revenue from previous years, projects delivered (35.8) (101.9) Produced revenues 770.6 817.2 Produced EBITDA, net is reconciled as follows: Year ended December 31, (In millions of US dollars) 2023 2022 Operating profit (loss) as reported 97.4 106.0 Produced revenue adjustment to revenue as reported 49.1 (7.9) Other charges, net (0.1) (5.7) Amortization and impairment of MultiClient library 220.4 253.1 Depreciation and amortization of non-current assets (excl. MultiClient library) 63.5 95.9 Impairment and loss on sale of non-current assets (excl. MultiClient library) 6.6 5.3 Produced EBITDA 436.9 446.7 Produced EBIT, ex. impairment and other charges, net is reconciled as follows: Year ended December 31, (In millions of US dollars) 2023 2022 Operating profit (loss) as reported 97.4 106.0 Produced revenue adjustment to revenue as reported 49.1 (7.9) Other charges, net (0.1) (5.7) CEO Letter Corporate Governance Sustainability Report Board of Directors’ Report Responsibility Statement Financial Statements PGS ANNUAL REPORT 2023 PGS Annual Report 2023 46 Net interest-bearing debt is reconciled as follows: December 31, (In millions of US dollars) 2023 2022 Cash and cash equivalents 1 77.7 363.8 Restricted cash (current and non-current) 58.4 70.8 Current debt and current portion of non-current debt (131.1) (3 67.1 ) Non-current debt (647.0) (684.2) Net interest-bearing debt, excluding lease liabilities (542.0) (616.7) Lease liabilities current (35.8) (32.9) Lease liabilities non-current (45.0) (54.3) Net interest-bearing debt, including lease liabilities (622.8) (703.9) Total capital expenditures, whether paid or not is reconciled as follows: Year ended December 31, (In millions of US dollars) 2023 2022 Seismic equipment 50.6 33.3 Vessel upgrades/yard 37.4 11.0 Compute infrastructure/ technology 2.7 5.5 Other 2.8 0.4 Total capital expenditures, whether paid or not 93.5 50.2 Change in working capital and capital leases (4.3) (1.6) Investment in property and equipment 89.2 48.6 Cash cost, gross and Net operating expenses are reconciled as follows: Year ended December 31, (In millions of US dollars) 2023 2022 Cost of sales before investment in MultiClient library (482.5) (433.9) Research and development costs before capitalized development costs (15.0) (15.0) Sellling, general and administrative costs (42.0) (38.9) Cash costs, gross (539.5) (487.8) Steaming deferral, net 10.8 2.8 Cash investment in MultiClient library 185.9 106.4 Capitalized development costs 9.1 8.1 Net operating expenses (333.7) (370.5) Segment adjustment to Amortization As Reported (95.9) (0.4) Impairment of MultiClient library - 11.5 Impairment and loss on sale of non-current assets (excl. MultiClient library) 6.6 5.3 Produced EBIT ex. impairment and other charges, net 57.1 108.8 CEO Letter Corporate Governance Sustainability Report Board of Directors’ Report Responsibility Statement Financial Statements PGS ANNUAL REPORT 2023 CEO Letter Corporate Governance Sustainability Report Board of Directors’ Report Responsibility Statement Financial Statements PGS ANNUAL REPORT 2023 PGS Annual Report 2023 47 FINANCIAL STATEMENTS Consolidated Statements of Prot and Loss 50 Consolidated Statements of Comprehensive Income 51 Consolidated Statements of Changes in Shareholders’ Equity 51 Consolidated Statements of Financial Position 52 Consolidated Statements of Cash Flows 53 Note 1 General Information about the Company and Basis of Presentation 54 Note 2 Summary of Signicant Accounting Policies 54 Note 3 Critical Accounting Judgments, Estimates and Assumptions 58 Note 4 Segment Reporting 61 Note 5 Revenue from Contracts with Customers 62 Note 6 Other Income 64 Note 7 Cost of Sales 64 Note 8 Depreciation, Amortization and Impairments of Non-current Assets 64 Note 9 Other Charges, Net 65 Note 10 Interest Expense 65 Note 11 Other Financial Expense, Net 66 Note 12 Income Taxes 66 Note 13 Earnings Per Share Information 68 Note 14 Restricted Cash 68 Note 15 Accrued Revenues and Other Receivables 68 PGS Consolidated Financial Statements Notes to the Consolidated Financial Statements Note 16 Other Current Assets 69 Note 17 Property and Equipment 69 Note 18 MultiClient Library 71 Note 19 Other Non-Current Assets 71 Note 20 Other Intangible Assets 72 Note 21 Debt and Guarantees 73 Note 22 Financial Instruments 75 Note 23 Leases, Contingent Liabilities and Provisions 79 Note 24 Accrued Expenses and Other Current Liabilities 80 Note 25 Other Non-Current Liabilities 80 Note 26 Pension Obligations 80 Note 27 Shareholder Information 82 Note 28 Related Party Transactions 84 Note 29 Share Based Payment Programs 84 Note 30 Salaries and Other Personnel Costs, Number of Employees, and Remuneration to the Board of Directors, Executive Ocers and Auditors 86 Note 31 Subsidiaries 88 CEO Letter Corporate Governance Sustainability Report Board of Directors’ Report Responsibility Statement Financial Statements PGS ANNUAL REPORT 2023 PGS Annual Report 2023 48 FINANCIAL STATEMENTS Note 1 Summary of Signicant Accounting Policies 94 Note 2 Intercompany Transactions 94 Note 3 Interest Expense, Net 94 Note 4 Other Financial Items, Net 95 Note 5 Income Taxes 95 Note 6 Shares in Subsidiaries 96 Note 7 Restricted Cash 96 Note 8 Shareholders’ Equity 96 Note 9 Accrued Expenses and Other Short-term Liabilities 97 Note 10 Salaries and Other Personnel Costs, Number of Employees, and Remuneration to the Board of Directors, Executive Ocers and Auditors 97 Notes to the Parent Company Financial Statements Statements of Prot and Loss 91 Statements of Financial Position 92 Statements of Cash Flows 93 PGS ASA Parent Company CONSOLIDATED FINANCIAL STATEMENTS PGS Annual Report 2023 50 PGS ASA Consolidated Statements of Prot and Loss Year ended December 31, (In millions of US dollars) Note 2023 2022 Revenues 5 720.7 825.1 Other income 6 0.8 - Total revenues and other income 5 721.5 825.1 Cost of sales 7 (285.8) (324.7) Research and development costs (5.9) (6.9) Selling, general and administrative costs (42.0) (38.9) Amortization and impairment of MultiClient library 8 (220.4) (253.1) Depreciation and amortization of non-current assets (excl. MultiClient Library) 8 (63.5) (95.9) Impairment and loss on sale of non-current assets (excl. MultiClient library) 17 (6.6) (5.3) Other charges, net 9 0.1 5.7 Total operating expenses (624.1) (719.1) Operating profit (loss)/EBIT (97.4) 106.0 Share of results from associated companies 19 1.7 (5.0) Interest expense 10 (110.1) (110.3) Other financial expense, net 11 5.5 2.6 Income (loss) before income tax expense (5.5) (6.7) Income tax 12 (9.0) (26.1) Profit (loss) for the year (14.5) (32.8) Earnings (loss) per share, to ordinary equity holders of PGS ASA: 13 - Basic ($0.02) ($0.06) - Diluted ($0.02) ($0.06) PGS Annual Report 2023 51 PGS ASA Consolidated Statements of Comprehensive Income Year ended December 31, (In millions of US dollars) Note 2023 2022 Profit (loss) for the year (14.5) (32.8) Other Comprehensive income Actuarial gains (losses) on defined benefit pension plans 26 (7.2) 38.4 Items that will not be reclassified to statements of profit and loss (7.2) 38.4 Cash flow hedges (1.3) 2.6 Other Comprehensive income (loss) from associated companies - - Items that may be subsequently reclassified to statements of profit and loss (1.3) 2.6 Other Comprehensive income (loss), net of tax (8.5) 41.0 Total Comprehensive income (loss) to equity holders of PGS ASA (23.0) 8.2 PGS ASA Consolidated Statements of Changes in Shareholders’ Equity Attributable to equity holders of PGS ASA (In millions of US dollars) Share capital par value Treasury shares par value Additional paid-in capital Accumulated earnings Other capital reserves Shareholders' equity Balance as of January 1, 2022 158.9 - 933.1 (840.2) (6.7) 245.1 Profit (loss) for the period - - - (32.8) - (32.8) Other Comprehensive income (loss) - - - 38.4 2.6 41.0 Share issue 7.7 - 7.0 - - 14.8 Share based payments - - 1.2 - - 1.2 Shares capital increase 146.6 - 94.8 - - 241.4 Acquired treasury shares - (0.2) (0.2) - - (0.4) Share based payments, equity settled - 0.1 (0.1) - - - Balance as of December 31, 2022 313.2 (0.1) 1,035.8 (834.6) (4.1) 510.3 Profit (loss) for the period - - - (14.5) - (14.5) Other Comprehensive income (loss) - - - (7.2) (1.3) (8.5) Shares capital increase (a) 12.7 - 27.1 - - 39.8 Share based payments - - 2.0 - - 2.0 Acquired treasury shares (b) - (0.5) (0.8) - - (1.3) Share based payments, equity settled (b) - 0.2 (0.2) - - - Balance as of December 31, 2023 325.9 (0.4) 1,063.9 (856.3) (5.4) 527.7 (a) In 2023, the Company issued 45,760,726 new shares following private placements raising gross proceeds of NOK 439,302,970 (approximately USD 40.6 million) as equity. Transaction costs amounting to ($0.8) million are recognized against “Additional paid-in capital”. (b) In 2023, the Company initiated and completed a share buy-back program to cover settlement of Performance based Restricted Stock Units (“PRSU’s”) granted under the Company’s 2020 Long Term Incentive Plan for employees. 1,575,000 shares were bought back under the program and 530,388 shares were used in settlement to employees. PGS Annual Report 2023 52 PGS ASA Consolidated Statements of Financial Position December 31, (In millions of US dollars) Note 2023 2022 ASSETS Current assets Cash and cash equivalents 22 177.7 363.8 Restricted cash 14 5.0 11.6 Accounts receivables 5, 22 173.1 169.4 Accrued revenues and other receivables 5, 15 137.1 144.9 Other current assets 16 79.6 61.7 Total current assets 572.5 751.4 Non-current assets Property and equipment 17 751.8 740.4 MultiClient library 18 313.6 300.3 Restricted cash 14 53.4 59.2 Deferred tax assets 12 16.3 - Other non-current assets 19 34.1 28.6 Other intangible assets 20 74.9 73.4 Total non-current assets 1,244.1 1,201.9 Total assets 1,816.6 1,953.3 LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities Interest-bearing debt 21, 22 131.1 367.1 Lease liabilities 21, 22 35.8 32.9 Accounts payable 22 69.2 45.6 Accrued expenses and other current liabilities 24 150.8 104.2 Deferred revenues 5 206.0 154.4 Income taxes payable 12 23.8 20.4 Total current liabilities 616.7 724.6 Non-current liabilities Interest-bearing debt 21, 22 623.4 659.7 Lease liabilities 21, 22 45.0 54.3 Deferred tax liabilities 12 0.1 0.1 Other non-current liabilities 25 3.7 4.3 Total non-current liabilities 672.2 718.4 Shareholders' equity Share capital; par value NOK 3; issued and outstanding 955,310,440 shares 27 325.9 313.2 Treasury shares; par value 27 (0.4) (0.1) Additional paid-in capital 27 1,063.9 1,035.8 Total paid-in capital 1,389.4 1,349.0 Accumulated earnings (856.3) (834.6) Other capital reserves (5.4) (4.1) Total shareholders' equity 527.7 510.3 Total liabilities and shareholders equity 1,816.6 1,953.3 Oslo, April 23, 2024 Board of Directors PGS ASA Emeliana Dallan Rice Oxley Director Anette Valbø Director Walter Qvam Chairperson Trond Brandsrud Director Eivind Vesterås Director Anne Grethe Dalane Director Ebrahim Attarzadeh Director Carine Roalkvam Director Richard Herbert Director Shona Grant Director Rune Olav Pedersen President & Chief Executive Ocer PGS Annual Report 2023 53 PGS ASA Consolidated Statements of Cash Flows Year ended December 31, (In millions of US dollars) Note 2023 2022 Income (loss) before income tax expense (5.5) (6.7) Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, amortization, impairment 8 290.5 354.2 Share of results in associated companies 19 (1.7) 4.9 Interest expense 10 110.1 110.3 Interest income 11 (20.1) (7.0) Loss (gain) on sale and retirement of assets - (1.0) Income taxes paid 12 (20.2) (22.5) Other items 13.9 6.6 (Increase) decrease in accounts receivables, accrued revenues & other receivables 57.1 (124.7) Increase (decrease) in deferred revenues 5 67.0 31.0 Increase (decrease) in accounts payable 23.7 1.2 Change in other current items related to operating activities (29.7) 36.1 Change in other non-current items related to operating activities (17.9) (11.1) Net cash provided by operating activities 467.2 371.3 Investment in MultiClient library 18 (185.9) (106.4) Investment in property and equipment 17 (89.2) (48.6) Investment in other intangible assets 20 (10.1) (9.8) Investment in other current -and non-current assets - 1.8 Proceeds from sale and disposal of assets 17 - 1.2 Net cash provided by (used in) investing activities (285.2) (161.8) Interest paid on interest-bearing debt (78.2) (90.5) Proceeds, net of deferred loan costs, from issuance of long-term debt 21 501.9 47.1 Repayment of interest-bearing debt 21 (798.3) (170.1) Proceeds from share issue (a) 39.8 241.4 Share buy-back (1.3) (0.4) Payment of lease liabilities (recognized under IFRS 16) 21, 23 (32.0) (36.1) Payments of leases classified as interest 23 (7.2) (6.4) Decrease (increase) in restricted cash related to debt service 7.2 (0.7) Net cash provided by (used in) financing activities (368.1) (15.7) Net increase (decrease) in cash and cash equivalents (186.1) 193.8 Cash and cash equivalents as of January 1 363.8 170.0 Cash and cash equivalents as of December 31 177.7 363.8 (a) In 2023, the Company issued 45,760,726 new shares following private placements raising gross proceeds of NOK 439,302,970 (approximately $40.6 million) as equity. Transaction costs amounting to ($0.8) million are recognized against “Additional paid-in capital”. PGS Annual Report 2023 54 Note 1 – General Information about the Company and Basis of Presentation General information PGS ASA is a public limited liability company established under the laws of the Kingdom of Norway in 1991. Unless stated otherwise, references herein to the “Company”, the “Group” and “PGS” refer to PGS ASA and its subsidiaries. PGS is an integrated marine geophysical company that provides a broad range of seismic and reservoir services, including data acquisition, imaging, interpretation, and field evaluation. The Company services are provided to the oil and gas industry, as well as to the broader and emerging new energy industries, including carbon storage and offshore wind. PGS operates on a worldwide basis with headquarters in Oslo, Norway. The address is Lilleakerveien 4C, 0283 Oslo. PGS announced on September 18, 2023, an intention to merge with TGS ASA or one of its subsidiaries (“TGS”). PGS and TGS announced on October 25, 2023, that their respective Board of Directors have approved and decided upon a definitive merger agreement and formal merger plan (the “Merger”). On December 1, 2023, shareholders of PGS and TGS approved the merger plan with close to 100% support at the extraordinary general meetings. The parties expect that the merger will be completed during the second quarter of 2024. The merger plan contains customary mutual restrictions for both parties until the merger is completed, as well as certain unilateral restrictions for PGS in relation to investments, equity transactions and financing. Basis of presentation The Company prepares its consolidated financial statements in accordance with IFRS® Accounting Standards as adopted by the European Union (“EU”). IFRS as adopted by the EU differs in certain respects from IFRS as issued by the International Accounting Standards Board (“IASB”). References to IFRS hereafter should be construed as references to IFRS as adopted by the EU. The consolidated financial statements are prepared using the historical cost basis, except for certain financial assets and derivative financial instruments that have been measured at fair value. The consolidated financial statements are presented in millions of US Dollars (”$” or “dollars”), unless otherwise indicated. The consolidated financial statements were authorized for issue by the Board of Directors on April 23, 2023. Note 2 – Summary of Significant Accounting Policies Consolidation Subsidiaries A subsidiary is an entity (including special purpose entities) that is controlled by the Company. Control is achieved where the Company is exposed, or has rights to, variable returns from its involvement with the entity, and has the ability to affect those returns through its power, directly or indirectly, over the entity. The consolidated financial statements include the results of the Company and all of its subsidiaries from the date that control commences to the date that control ceases. Joint arrangements and investments in associated companies An associated company is an entity over which the Company has significant influence, being the power to participate in the financial and operating policy decisions of the entity, but which does not amount to control or joint control. A joint arrangement is a contractual arrangement whereby the Company undertakes an economic activity that is subject to joint control and requires the parties’ unanimous consent for strategic financial and operating policy decisions. A joint arrangement is classified as joint operation if the parties have rights to the assets, and obligations for the liabilities, relating to the arrangement. If the parties in the joint arrangement have rights to the net assets of the arrangement, it is classified as a joint venture. The consolidated financial statements include the Company’s share of the post- tax results, other comprehensive income and net assets (less any impairments), of its joint ventures and associates on an equity-accounted basis from the point at which joint control or significant influence respectively commences, to the date that it ceases. Where the Company’s share of losses exceeds its interest in a joint venture or associate, the carrying amount is reduced to zero and recognition of further losses is discontinued, except to the extent that the Company has incurred legal or constructive obligations or made payments on behalf of the investment. The Company accounts for its investment in a joint operation by recognizing its relative share of the investee’s assets, liabilities, revenues and expenses. The Company periodically reviews its net investments to determine whether there is an indication of impairment. If such indication exists, the recoverable amount of the net investment is estimated in order to determine the extent of the impairment (if any). The Company has cooperation agreements to invest in certain MultiClient data projects with other parties, which are classified as joint operations. The Company recognizes its relative share of the investment in MultiClient data and its share of revenue, amortization and costs. When the Company performs services related to acquisition, processing or marketing to the joint operation the share of expenses attributable to its partners is recognized as part of MultiClient pre-funding revenue. Cash and cash equivalents and restricted cash Cash and cash equivalents include demand deposits and all highly liquid financial instruments purchased with original maturities of three months or less. Cash and cash equivalents that are restricted from the Company’s use are presented separately in the consolidated statements of financial position and are classified as current or non-current depending on the nature of the restrictions. Foreign currency translation and transactions The financial statements of subsidiaries and associates whose functional currency is not the US dollar are translated using the current exchange rate. Assets and liabilities are translated at the foreign exchange rate in effect at the period end; share par value and paid-in capital are translated at historical exchange rates; and revenues and expenses are translated at the average rate of exchange in effect during the period. Translation adjustments are recorded as a separate component in the consolidated statements of other comprehensive income. Foreign exchange gains and losses resulting from the settlement of foreign currency transactions and from the translation of realized and unrealized monetary assets and liabilities denominated in foreign currencies are recognized in the consolidated statements of profit and loss as other financial expense, except when recognized in the consolidated statements of other comprehensive income as qualifying cash flow hedges. Intangible assets Intangible assets acquired separately are measured on initial recognition at cost. Following initial recognition, intangible assets are carried at cost less accumulated amortization and accumulated impairment. The cost of internally generated intangible assets, other than those specified below, is expensed as incurred. Revenue from contracts with customers Revenue from contracts with customers arise primarily from (i) performance of proprietary/exclusive seismic services in accordance with customer specifications and (ii) granting of licenses to the Company’s MultiClient data library. Revenue is recognized at the amount that the Company expects to be entitled to and expects to collect under the contract. If a contract has multiple performance obligations, the transaction price is allocated to each performance obligation identified in the contract on a relative stand-alone selling price basis. Amounts invoiced to or received from customers in advance of the Company satisfying its performance obligations are recorded as deferred revenue. In the event most of the consideration under the contract is received more than 12 months in advance of satisfying the related performance obligation, a financing factor is accrued and included in the value of the revenue to be recognized upon satisfying the performance obligation. The Company applies the practical expedient for short-term advances received from customers. That is, the promised amount of consideration is not adjusted for the effects of a significant financing component if the period between satisfying the performance obligation and the payment is one year or less. In the rare event the Company has satisfied a performance obligation and is otherwise entitled to compensation under the contract but there is a significant uncertainty as to ultimately collecting the compensation, revenue recognition is delayed until such uncertainty has been sufficiently reduced. PGS Annual Report 2023 55 Where the Company have satisfied its performance obligations and has a right to consideration, an accrued revenue is recognized. The principles applied for each of the main types of contracts with customers are described in more detail below. MultiClient late sales licenses The Company grants a license to a customer, which entitles the customer to a “right to use” a specifically defined portion of the MultiClient data library as it exists at that point in time. The Company’s performance obligation are considered to be satisfied at the “point in time” when the customer has received the underlying data or has granted the access the licensed portion of the data. MultiClient Pre-funding licenses The Company typically obtains funding from a limited number of customers before a seismic survey project is completed. In return for the pre-funding, the customer typically gains the ability to direct or influence the project specifications and to access data as it is being acquired. The Company recognizes pre-funding revenue as “right to use” licenses and the revenue is to be recognized at the point in time when the Company’s performance obligation are considered to be satisfied and “right to use” license is transferred to the customer. This “point in time” depends on the specific contract, but is typically upon completion of processing of the survey and granting of access to the finished data or delivery of the finished data. The “point in time” of satisfying the performance obligation is generally the same for both MultiClient Late Sale licenses and MultiClient Pre-funding licenses. Accordingly, revenue is generally recognized at this same “point in time” for each of these two types of licenses in accordance with IFRS 15. Proprietary sales/Marine contract sales/Imaging revenues The Company performs seismic services under contract in accordance with customer specifications. Such service contracts are considered to contain one performance obligation. This performance obligation is considered to be satisfied over time because the Company performs the service at the customer specification, the resultant data is owned by the customer and the Company has no alternative right to otherwise use or benefit from the resultant data. The Company recognizes proprietary/contract revenue over time as the services are performed and the Company is entitled to the compensation under the contract. Depending on nature of the contract progress is measured either based on square kilometers or time progressed. Progress for imaging services is measured based on a model taking into account both working hours and processing. Contingent revenue (uplift, transfer fees, etc.) MultiClient licenses typically contain clauses that require the customer to pay additional fees upon specific triggering events such as customer award of acreage (uplift) and change of ownership (transfer fee). Common to such contingent revenue, is that PGS is typically not required to provide any further data or service – the data has already been delivered. Hence, there is no further performance obligation required on the part of PGS. The contingent consideration is recognized when the triggering event has taken place. Other services Customer contracts for other services are similar in nature and terms to the proprietary contract sales. Revenue is recognized over time as the Company satisfies the performance obligation and is entitled to the compensation under the contract. MultiClient library The MultiClient library consists of seismic data surveys which are licensed to customers on a non-exclusive basis. Costs directly incurred in acquiring, imaging and otherwise completing seismic surveys are capitalized to the MultiClient library. Costs incurred while relocating or “steaming” a vessel or crew from one location to another and borrowing costs incurred during the acquisition and imaging phases of the survey are also capitalized to the MultiClient library. A project remains in surveys-in-progress until imaging is complete which may be some months or up to more than a year after data acquisition ends, at which point it is transferred to completed surveys. The Company records the costs incurred on the MultiClient library in a manner consistent with its capital investment and operating decision analysis, which generally results in each survey in the MultiClient library being recorded and evaluated separately. The cost of projects within the same political regime, with similar geological traits and that are marketed collectively are recorded and evaluated as a group by year of completion. Straight-line amortization - Upon completion of a survey, straight-line amortization commences over its estimated useful life which is generally over a period of 4 years from the date it is transferred to completed surveys. Accelerated amortization - Following the adoption of the straight-line amortization policy for completed surveys, recognition of impairment of library may be necessary in the event that sales on a completed survey are realized disproportionately sooner within that survey’s 4-year useful life. Further, when a project is completed and after pre-funding revenue is recognized, recognition of impairment may be necessary in the event the present value of expected Late Sales is lower than the capitalized cost of the project. This accelerated amortization is included in “Amortization and impairment of MultiClient library” in the consolidated statements of profit and loss and specified in Note 8. Impairment of MultiClient library - The Company updates its sales forecast for each survey at each year-end and when an impairment indicator is deemed to exist. In the event the net book value of survey exceeds its net present value of estimated future cash flows an impairment is recorded in the amount of the excess. This impairment is included in “Amortization and impairment of MultiClient library” in the condensed consolidated statements of profit and loss and specified in Note 8. Research and development costs Research costs are expensed as incurred. An internally generated intangible asset arising from development (or from the development phase of an internal project) is recognized if all of the following have been demonstrated: technical and commercial feasibility of completing the intangible asset so that it will be available for use or sale; the intention to complete the intangible asset and use or sell it; the ability to use or sell the intangible asset; how the intangible asset will generate probable future economic benefits; the availability of adequate technical, financial and other resources to complete the development to use or sell the intangible asset; and the ability to measure reliably the expenditure attributable to the intangible asset during its development. The amount initially recognized for internally generated intangible assets is the sum of the expenditure incurred from the date on which the intangible asset first satisfies the recognition criteria above. All other development costs are expensed as incurred. Subsequent to initial recognition, internally generated intangible assets are reported at cost less accumulated amortization and accumulated impairment, on the same basis as intangible assets acquired separately. Capitalized development costs are amortized on a straight-line basis over the estimated useful life of the asset. Patents, licenses and technology Patents, licenses and technology are stated at cost less accumulated amortization and accumulated impairment. Amortization is calculated on a straight-line basis over the estimated period of benefit, ranging from one to fifteen years. Property and equipment Property and equipment are stated at cost, excluding the costs of the day-to- day servicing, less accumulated depreciation and impairment. Depreciation is calculated on a straight-line basis over the useful life of the assets based on cost less estimated residual values. The estimated useful lives for property and equipment are as follows: Years Seismic vessels 25 - 30Seismic and operations equipment, incl. computers 3 - 15Buildings and related leasehold improvements 1 - 10Fixture, furniture, fittings and office computers 3 - 5Major overhauls 3 - 7.5 Subsequent expenditures and major inspections/overhauls are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits for the Company and the cost of the item can be measured reliably. The carrying amount of replaced asset PGS Annual Report 2023 56 components are derecognized. All other repairs and maintenance are charged to the consolidated statements of profit and loss during the period in which they are incurred. The assets’ residual values, useful lives and method of depreciation are reviewed, and adjusted if appropriate, at least at each year-end. Assets under construction are carried at cost, less accumulated impairment. Cost includes borrowing costs incurred during construction in accordance with the Company’s accounting policy as stated below. Depreciation commences when the asset is ready for its intended use. A component of property and equipment is derecognized upon disposal or when no future economic benefit is expected from its use or disposal. Gains and losses arising on de-recognition of assets (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the consolidated statements of profit and loss in the year derecognized. Significant spare parts are capitalized along with the assets to which they relate. Other spare parts, consumables and bunker inventory are classified as other current assets and stated at cost, less any obsolescence. Steaming costs Steaming costs relate to relocating or “steaming” a vessel and its crew from one location to another. Steaming costs are deferred to the extent the probable future economic benefits from the projects to which the vessel will steam are sufficient to recover the cost of the steam. In the event the vessel steams at a significantly lower speed than normal, the number of days allocated to steaming are reduced. The recoverable steaming cost associated with MultiClient surveys is capitalized as a part of the MultiClient library (see above). Recoverable steaming cost associated with exclusive contract surveys is deferred and charged to the consolidated statements of profit and loss during the periods of data acquisition. Impairment of property, equipment and intangibles The carrying amount of intangible assets and property, plant and equipment are reviewed at each balance sheet date to determine whether there is any indication of impairment. If any such indication exists, the asset’s recoverable amount is estimated. Intangible assets not yet available for use are assessed for impairment annually, or whenever there is an indication that the asset may be impaired. The recoverable amount of an asset is the greater of its fair value less costs to sell and its value in use. In assessing value in use, estimated future cash flows are discounted to present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For an asset that does not generate largely independent cash inflows, recoverable amount is determined for the cash-generating unit (“CGU”) to which the asset belongs. When assessing the recoverable amount or reassessing useful economic lives, significant future developments are considered including technological, economic and market changes. The potential impact of climate change and the energy transition has been incorporated into future cash-flow projections, including management’s best estimate of the effects on margins and product mix. An impairment charge is recognized whenever the carrying amount of an asset or its CGU exceeds its recoverable amount. Impairment charges recognized in respect of CGUs are allocated first to reduce the carrying amount of any goodwill allocated to that CGU, and then to reduce the carrying amount of the other assets in the unit on a pro-rata basis. An impairment charge in respect of goodwill is not subject to reversal. For other assets, an impairment charge is reversed if the circumstances that gave rise to the impairment no longer exist, but only to the extent that the increased carrying amount does not exceed the carrying amount that would have existed had no impairment had been recognized. Leases The Company assesses at contract inception whether a contract is, or contains, a lease. That is, if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Company as a lessee The Company applies a single recognition and measurement approach for all leases, except for short-term leases and leases of low-value assets. The Company recognises the liabilities to make lease payments and right-of-use assets representing the right to use the underlying assets. Lease term The lease term is determined on the commencement date of the lease, and corresponds to the term of the lease contract, unless the Company is reasonably certain that it will exercise contractual extensions or termination options. Measurement of lease liabilities At the commencement date of the lease, the Company recognises lease liabilities measured at the present value of lease payments due under the contract, less any lease incentives receivable, plus the costs of purchase or termination options if reasonably certain to be exercised. Lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be determined, the Company’s incremental borrowing rate is used, being the rate that the lessee would have to pay to borrow the funds necessary to obtain an asset of similar value in a similar economic environment with similar terms and conditions. Subsequently, the carrying amount of the lease liability is increased to reflect the accumulation of interest on the liability balance, and reduced as the lease payments are charged to the liability. In addition, the carrying amount of the lease liability is remeasured to reflect contractual modifications, changes to lease payments or changes in the assessment of the lease term. Measurement of right-of-use assets Right-of-use assets are measured at cost, comprising the initial measurement of lease liability, lease payments made at the commencement date, initial direct costs and estimated restoration costs, less any lease incentives received. Subsequently, the right-of-use asset is measured at cost, less accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. Right-of-use assets are depreciated on a straight-line basis over the shorter of the lease term and the estimated useful lives of the assets. The right-of-use assets are also subject to impairment. Refer to the accounting policies in section Impairment of property, equipment and intangibles. Short-term leases and leases of low-value assets The Company applies the short-term lease recognition exemption to its short- term leases of machinery and equipment (i.e., those leases that have a lease term of 12 months or less from the commencement date and do not contain a purchase option). It also applies the lease of low-value assets recognition exemption to leases of office equipment that are considered to be low value. Lease payments on short-term leases and leases of low-value assets are recognised as expense on a straight-line basis over the lease term. Company as a lessor Leases in which the Company does not transfer substantially all the risks and rewards incidental to ownership of an asset are classified as operating leases. Rental income arising is accounted for on a straight-line basis over the lease terms and is included in revenue in the statement of profit or loss due to its operating nature. Income taxes Income tax expense is comprised of current and deferred tax. Income tax is recognized in the consolidated statement of profit and loss, except to the extent that it relates to items recorded directly to the consolidated statements of other comprehensive income. Current tax is the tax expected to be paid to or recovered from taxation authorities in respect of taxable income for the year, using tax rates enacted or substantially enacted during the period. Deferred tax assets and liabilities are measured using the liability method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes, and the amounts used for taxation purposes. The amount of deferred tax provided is based on tax rates that are expected to apply in the year of realization or settlement, using tax rates and laws that have been enacted or substantively enacted by the end of the reporting period. Deferred tax is not recognized on temporary differences arising from the initial recognition of goodwill, or relating to investments in subsidiaries to the extent that the temporary difference can be controlled by the Company and will probably not reverse in the foreseeable future. PGS Annual Report 2023 57 Deferred tax assets are recognized only when, on the basis of all available evidence, it can be regarded as probable that there will be sufficient taxable profits in the foreseeable future against which the asset can be utilized. Deferred tax assets and deferred tax liabilities are offset when a legally enforceable right exists to set off current tax assets against current tax liabilities, and the deferred taxes are related to the same taxable entity and the same taxation authority. Deferred tax assets and liabilities are classified as non- current in the consolidated statement of financial position. Accounting for uncertain tax positions is described in Note 3. Employee benefits Pension obligations The Company’s pension arrangements comprise defined benefit plans and defined contribution plans. The plans are funded through payments to insurance companies or trustee-administered funds. A defined benefit plan is a pension plan which defines an amount of pension benefit that an employee will receive on retirement, dependent on factors such as age, years of service and compensation. The liability recognized for defined benefit pension plans is the present value of the defined benefit obligation at the end of the reporting period, reduced by the fair value of plan assets. The calculation of the obligation is performed annually by a qualified actuary, using the projected unit credit method and key actuarial assumptions at the reporting date. The amount charged to the consolidated statement of profit and loss comprises the cost of benefits accruing to employees over the year, plus net interest expense or income, calculated by applying the liability discount rate to the net pension liability. Past service costs are recognized immediately in the consolidated statement of profit and loss, unless they relate to plan changes which are conditional on the employees remaining in service for a specified period of time (the vesting period). In this case, past service costs are recognized on a straight-line basis over the vesting period. Actuarial gains and losses due to current period changes in assumptions applied are recognized immediately in other comprehensive income. For defined contribution plans, the Company pays contributions to privately administered pension insurance plans on a mandatory, contractual or voluntary basis. The Company has no further payment obligations once the contributions have been paid. The contributions are recognized as employee benefit expense when due. Prepaid contributions are recognized as an asset to the extent that a cash refund or a reduction in the future payments is available. Bonus plans The Company recognizes a provision for bonus where contractually obliged or where there is a past practice that has created a constructive obligation. Share-based payments Performance Restricted Stock Unit Plans (“PRSUs”) are measured at the grant date using a Monte Carlo simulation with relative total shareholder return. The model simulates the future stock prices based on historical values over the length of the lifetime for the PRSU. The Relative TSR is calculated against a group of peer companies, where every company is ranked based on the simulations. An additional metric used is Return on Capital Employed (“ROCE”), and in one plan also a metric on PGS’ market share for offshore seismic acquisition related to carbon storage. The awards are adjusted for expected future dividends. Social security tax on the PRSU is based on the intrinsic value as of the end of the reporting period. Provision for onerous contracts A provision is made for legally binding obligations (contracts) whereby the unavoidable costs of fulfilling the contracts exceed the economic benefits expected to be received. All costs (including depreciation of assigned assets) directly related to contract fulfillment are included in the calculation. Interest-bearing debt and borrowings Interest-bearing loans are recognized initially at fair value less transaction costs. Subsequent to initial recognition, interest-bearing loans are measured at amortized cost using the effective interest method. Gains and losses are recognized in the consolidated statements of profit and loss when the liabilities are derecognized as well as through the amortization process. Financial instruments Financial assets and financial liabilities are recognized when the Company becomes party to the contractual obligations of the relevant instrument. The Company classifies its financial instruments in the following categories: at fair value through profit and loss, at fair value through other comprehensive income or at amortized cost. The Company determines the classification of financial instruments at initial recognition. Classification and measurement Financial instruments at fair value through profit and loss This category comprises financial assets and liabilities held for trading, including all derivative instruments. Financial instruments in this category are initially recorded at fair value, and transaction costs are expensed in the consolidated statement of profit and loss. Realized and unrealized gains and losses arising from changes in the fair value are included in the consolidated statements of profit and loss in the period in which they arise. Financial instruments at fair value through other comprehensive income On initial recognition, an election can be made to classify investments in equity instruments at fair value through other comprehensive income. Financial instruments in this category are initially recognized at fair value plus transaction costs. Subsequently, they are measured at fair value, with gains and losses arising from changes in fair value recognized in other comprehensive income. Financial instruments at amortized cost Financial assets and liabilities in this category are initially recognized at fair value, and subsequently carried at amortized cost, using the effective interest method less any allowance for impairment. This category includes accounts receivable, accounts payable and loans and other borrowings. Derecognition of financial liabilities A financial liability is derecognized when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognized in the statement of profit and loss as a gain. In subsequent periods the gain is amortized as added interest expense. Impairment of financial assets At each reporting date, the Company measures the loss allowance for the financial asset at an amount equal to the lifetime expected credit losses. For accounts receivables and contract assets, the Company uses a simplified approach in calculating expected credit losses. The Company recognizes a loss allowance using factors including aging of accounts, historical experience, customer concentration, customer creditworthiness and current industry and economic trends. An impairment loss, amounting to any difference between the carrying amount of the loss allowance and the expected credit losses at the reporting date, is recognized in the consolidated statement of profit and loss. Derivative financial instruments and hedging The Company uses derivative financial instruments to reduce its exposure related to fluctuations in foreign currency rates and interest rates. Derivative instruments are recognized in the consolidated statements of financial position at their fair values. Realized and unrealized gains and losses attributable to derivative instruments that do not qualify for hedge accounting are recognized as other financial items, net, as they arise. Fair value hedges Fair value hedges are used to hedge currency risk on equipment purchases denominated in currencies other than USD. The change in fair value of the hedging instrument is recognized in the consolidated statements of profit and loss, together with any change in fair value of the hedged item that are attributable to the hedged risk. When an unrecognized firm commitment is designated as a hedged item, the subsequent cumulative change in fair value of the firm commitment attributable to the hedged risk is recognized as an asset or liability with a corresponding gain or loss recognized in the consolidated statements of profit and loss. PGS Annual Report 2023 58 Cash flow hedges Cash flow hedging is used to hedge interest rate risk. Gains or losses on the hedging instrument are recognized in the consolidated statement of other comprehensive income, to the extent that the hedge is determined to be effective. All other gains or losses are recognized immediately in the consolidated statement of profit and loss. For cash flow hedges of recognized assets or liabilities, accumulated gains or losses are transferred from other comprehensive income to the consolidated statement of profit and loss in the same period in which the hedged transaction affects the consolidated statement of profit and loss. Hedge accounting is discontinued when a hedging instrument is derecognized due to expiry, termination or disposal. If the forecasted transaction continues to be expected to occur, the related gains or losses are retained in other comprehensive income until the transaction takes place. Any subsequent change in value is recorded directly to the consolidated statement of profit and loss. Earnings per share Basic earnings per share is calculated by dividing the profit attributable to equity holders of the Company by the weighted average number of ordinary shares outstanding during the year, excluding ordinary shares purchased by the Company and held as treasury shares. Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares. For diluted earnings per share, dilutive potential ordinary shares are determined independently for each period presented. When the number of ordinary shares outstanding changes (e.g., share split) the weighted average number of ordinary shares outstanding during all periods presented is adjusted retrospectively. The dilutive effect of outstanding Performance Restricted Stock Units is reflected as additional share dilution in the computation of earnings per share. New and amended standards and interpretations adopted by the Company The Group applied for the first-time certain standards and amendments, which are effective for annual periods beginning on or after January 1, 2023. The Group has not early adopted any other standard, interpretation or amendment that has been issued but is not yet effective. Conceptual Framework for Financial Reporting issued on 29 March 2018 The Conceptual Framework is not a standard, and none of the concepts contained therein override the concepts or requirements in any standard. The purpose of the Conceptual Framework is to assist the IASB in developing standards, to help preparers develop consistent accounting policies where there is no applicable standard in place and to assist all parties to understand and interpret the standards. This will affect those entities which developed their accounting policies based on the Conceptual Framework. The revised Conceptual Framework includes some new concepts, updated definitions and recognition criteria for assets and liabilities and clarifies some important concepts. These amendments had no impact on the consolidated financial statements. IFRS 17 Insurance Contracts IFRS 17 applies to all types of insurance contracts, regardless of the type of entities that issue them, as well as to certain guarantees and financial instruments with discretionary participation features. The overall objective of IFRS 17 is to provide an accounting model for insurance contracts that is more useful and consistent for insurers. The core of IFRS 17 is the general model, supplemented by: • A specific adaptation for contracts with direct participation features (the variable fee approach) • A simplified approach (the premium allocation approach) mainly for short- duration contracts The new standard had no impact on the Group’s consolidated financial statements. Definition of Accounting Estimates - Amendments to IAS 8 The amendments to IAS 8 clarify the distinction between changes in accounting estimates, changes in accounting policies and the correction of errors. They also clarify how entities use measurement techniques and inputs to develop accounting estimates. The amendments had no impact on the Group’s consolidated financial statements. Disclosure of Accounting Policies - Amendments to IAS 1 and IFRS Practice Statement 2 The amendments to IAS 1 and IFRS Practice Statement 2 Making Materiality Judgements provide guidance and examples to help entities apply materiality judgements to accounting policy disclosures. The amendments aim to help entities provide accounting policy disclosures that are more useful by replacing the requirement for entities to disclose their ‘significant’ accounting policies with a requirement to disclose their ‘material’ accounting policies and adding guidance on how entities apply the concept of materiality in making decisions about accounting policy disclosures. The amendments have had an impact on the Group’s disclosures of accounting policies, but not on the measurement, recognition or presentation of any items in the Group’s financial statements. Standards issued but not yet effective (which the Company has not early adopted) Standards and interpretations that are issued up to the date of issuance of the consolidated financial statements, but not yet effective, are disclosed below. The Company’s intention is to adopt the relevant new and amended standards and interpretations when they become effective, subject to EU approval before the consolidated financial statements are issued. International Tax Reform—Pillar Two Model Rules – Amendments to IAS 12 The amendments to IAS 12 have been introduced in response to the OECD’s Base Erosion and Profit Shifting (“BEPS”) Pillar Two rules and include: • A mandatory temporary exception to the recognition and disclosure of deferred taxes arising from the jurisdictional implementation of the Pillar Two model rules; and • Disclosure requirements for affected entities to help users of the financial statements better understand an entity’s exposure to Pillar Two income taxes arising from that legislation, particularly before its effective date. The mandatory temporary exception – the use of which is required to be disclosed – applies immediately. The remaining disclosure requirements apply for annual reporting periods beginning on or after 1 January 2023, but not for any interim periods ending on or before 31 December 2023. The amendments are not expected to have a material impact on the Groups financial statements. Note 3 – Critical Accounting Judgments, Estimates and Assumptions The preparation of financial statements in accordance with IFRS requires management to make estimates, assumptions and judgments that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities. In many circumstances, the ultimate outcome related to the estimates, assumptions and judgments may not be known for several years after the preparation of the financial statements. Actual amounts may differ materially from these estimates due to changes in general economic conditions, changes in laws and regulations, changes in future operating plans and the inherent imprecision associated with estimates. The key assumptions concerning the future and other key sources of estimation uncertainty at the end of the reporting period that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below. Impairment of seismic vessel and equipment, MultiClient library and other intangible assets The carrying values of seismic vessels and equipment, MultiClient library and other intangible assets are assessed for impairment when events or changes in circumstances indicate that the carrying value of an asset or CGU may not be recoverable. Assessing recoverable amounts entails projecting future cash flows, discounted to present value, and necessitates a series of key estimates and judgements. Discount rate In determining discounted cash flows for the impairment evaluations of seismic vessels and equipment, intangible assets and the MultiClient library, the company PGS Annual Report 2023 59 applied a pre-tax discount rate of 12% for the years ended December 31, 2023 and 2022. The discount rate reflects the estimated weighted average cost of capital (“WACC”) for Company activities. Impairment of seismic vessels and equipment The recoverable amount of seismic assets is determined using value in use calculations, involving the discounting of future cash flows to their present value. This evaluation incorporates key estimates such as contract pricing, maintenance cost and the weighted average cost of capital. Moreover, it factors in the potential impact of climate change and the energy transition on Company operations. Each vessel constitutes a separate CGU for impairment testing, with seismic equipment allocated accordingly. Future cash flow projections are based on management’s assumptions regarding demand, market dynamics, technological advancements, and the anticipated effects of climate change. Significant and unanticipated changes in these assumptions could result in impairments in subsequent reporting periods. For impairment calculations in 2023, management expects higher revenue levels for the fleet in 2024 compared to the previous year. Management expects the global energy consumption to continue to increase longer term with oil and gas remaining an important part of the energy mix. With significant under investments in exploration and production spending over recent years, global exploration and production spending increased year-on-year in both 2022 and 2023. Spending growth is expected to continue in 2024, and the growth is likely to remain healthy in subsequent years. PGS expects the increasing demand in combination with a very consolidated seismic market and limited additional available vessel supply, to support a continued recovery for the offshore seismic market. The increased focus on energy security has highlighted the importance of oil and gas production in areas with market access, not just sufficient world production. For the long term, from 2032, two main scenarios have been incorporated into cash flow forecasts, as described in the section below. Climate change and the energy transition considerations The Company anticipates that the ongoing energy transition will influence the future demand and pricing on its geophysical services related to oil and gas exploration. PGS incorporates two main scenarios into its forecasts regarding the energy transition’s impact on future demand and pricing of geophysical services. The base case scenario assumes a gradual transition from oil and gas to other energy sources, accompanied by increased activity in New Energy projects. In contrast, the fast energy transition scenario envisions a more dynamic shift, with significant reductions in E&P projects only partly offset by increased New Energy activity. Each scenario has been given a 50% weighting. The base case scenario is developed from the best estimates of current trends and indications of policy over the next 5 years, and assumes a gradual transition from oil and gas to other energy sources by 2050, accompanied by increased activity in New Energy projects like Carbon Capture, Utilization and Storage (CCUS) which is a key technology for reducing CO2 emissions and achieving net zero goals. The fast energy transition scenario incorporates the effect of more dynamic government policy and advances in technology, over an extended forecasting period to 2042. In this scenario assumptions remain the same as the base case until 2032, then a significant shift in the market is assumed to cause a rapid reduction of new frontier exploration surveys by 80% and other exploration surveys by 50%, while activity for 4D surveys remain stable. The accelerated reduction in E&P projects is only partially offset by an increase in New Energy project activity. In this scenario with a reduction of the market for seismic vessels, the Company also assumes that fewer active vessels will be available over time based on a review of the expected economic life of the current world fleet. Management has forecasted EBIT margins for the nearest 4 years which are above the historical average, thereafter trending towards historic average margins above ~16% in the base case scenario and trending to approximately half of the historical average in the fast energy transition scenario. Overall, these assumptions did not result in impairment charges for seismic vessels in the current year. As the future effect of climate change and the energy transition depends upon market, technological and legislative developments that are currently highly uncertain, subsequent changes in assumptions may result in impairment charges or reversals in the future. The Company will continue to monitor the energy transition and will update the assumptions in the scenarios and their probabilities as new information becomes available. Sensitivity analysis on impairment evaluation of seismic vessels and equipment The key assumptions used in evaluating impairment are subject to substantial uncertainty, due to the volatile nature of macro-economic factors such as future oil price, discount rate and any changes to rules and regulations around seismic exploration. Had assumed long-term EBIT margins been 3 percentage points lower, for the remaining estimated useful life of the assets when estimating future cash flows, then impairment of the fleet would approximate $2 million as of December 31, 2023. If EBIT margins had been 5 percentage points lower, corresponding to an approximately 6 percent reduction of pricing, then impairment of the fleet would be approximately $62 million as of December 31, 2023. For scenarios with either (i) a 2%, increase of WACC or (ii) giving 100% weight to the fast energy transition scenario, there would have been headroom for all vessels as of December 31, 2023. Forecast sales of MultiClient library Generally, a survey is defined as a separate CGU, but it may in some cases be combined with surveys that are geographically adjacent and marketed combined. At least annually, management forecasts future sales for each MultiClient library survey for purposes of determining the amount of impairment. Sales forecasts are also estimated in calculating the amount of accelerated amortization for surveys which have licensed disproportionately sooner than implied by the 4-year amortization life; and for surveys that are completed at which time prefunding revenue is recognized. In forecasting sales, management considers past experience, market developments as described above, general prospects for hydrocarbons in the area, political risk, likelihood and timing of exploration licensing rounds, existence of competitor data sets and general economic conditions. Due to the inherent difficulty in forecasting sales and future developments, it is possible that the amount of impairment and amortization could vary significantly between periods. In addition, future revenues from a survey may not be sufficient to cover the existing carrying value. To the extent the future actual revenues achieved prove to be less than forecasted, future periods will reflect lower profitability and/or impairment of MultiClient library surveys. MultiClient surveys generally have a short economic lifetime compared to vessels, and no alternative scenario similar to what was used in the impairment testing for vessels have been prepared. Any impact on the marketability of areas is built into the assessments of the individual surveys, generally PGS have reduced the expectations for future sales in frontier areas. Sensitivity of forecasted sales on MultiClient impairment evaluation For 2023, the Company did not record any impairments to the MultiClient library. A 10% reduction of the sales forecast for all surveys with a net book value as of December 31, 2023, would have resulted in an impairment of approximately $4 million. A 20% reduction of the sales forecast for all surveys with a net book value as of December 31, 2023, would have resulted in an impairment of approximately $10 million. A 2% increase of WACC used to discount the sales forecast for all surveys with a net book value as of December 31, 2023, would not trigger significant impairment. Depreciation of seismic vessels and equipment Depreciation is based on management estimates of the future economic benefits and expected useful lives of seismic vessels and equipment. These estimates may change due to changes in market conditions including competition, technological development, use of the assets and strategic considerations. There is a risk of seismic vessels getting stranded due to a reduction in demand for oil & gas related services. Management has in its assessment among other considered the age of the current world fleet and the assumed market development as described under the impairment section. The newest vessel has an assumed economical lifetime till 2042 and management expect the demand for services such as Carbon Capture, near field exploration and surveys over production areas to support the economic lifetime of its current fleet. Refer to impairment section for further information. In addition, future regulations over fuel types and omissions could potentially impact the economic lifetime of the vessels. The future development, including any transition rules, is uncertain and management currently do not expect any reduction in lifetime. Deferred tax assets Deferred tax assets are recognized for unused tax losses to the extent it is probable that future taxable profit will be available against which the losses PGS Annual Report 2023 60 can be utilized. Significant management judgment is required to estimate the amount of deferred tax assets that can be recognized, based upon the likely timing and level of future taxable profit in the nearer term (generally 2 to 3 years forward). As of December 31, 2023, aggregate unrecorded deferred tax assets of the Company amount to $370.2 million. Provision for contingencies, claims and tax litigations The Company records accruals for contingencies, claims and other uncertain liabilities, including tax contingencies, when it is more likely than not that a liability has been incurred and the amount can be reasonably estimated. These accruals are adjusted periodically as assessments change or new or additional information becomes available. In estimating the likelihood of an unfavorable outcome, management evaluates the specific facts and circumstances in light of the related laws and regulations; advice from external counsel; and the outcome of similar cases, if any. Because of the inherent uncertainty in estimating the future outcome of such matters, it is possible that some of these matters will ultimately result in the Company incurring a material liability. See Note 12 for further descriptions. Contingent revenue In certain circumstances, revenues can be recognized in respect of a performance obligation that has already been fulfilled in the past. This could happen when a customer is already in possession of the license for certain data and either (i) the customer is taken-over by or merged with a competitor who does not yet have the license for such data (and is thus required to pay a transfer fee), or (ii) the customer involves another partner, not already having access to the licensed data, for the exploration of a block, or (iii) customer award of acreage (uplift). For these specific contractual arrangements, judgement is required in determining when the triggering event takes place and the amount to be recognized, taking into account possible price concessions, customers re- delivery rights and collectability of the claim. Going Concern assumption Pursuant to section 3-3a of the Norwegian Accounting Act, the Board confirms that the 2023 financial statements have been prepared based on the going concern basis which the Directors believe to be appropriate. Refer to “Financing status” section in the Board of Directors report and Note 22 for further information. PGS Annual Report 2023 61 Note 4 – Segment Reporting PGS has one operating segment focused on delivery of seismic data and services, which matches the internal reporting to the Company’s executive management. Following the implementation of the new accounting standard for revenues, IFRS 15, in 2018, MultiClient pre-funding revenues are no longer recognized under the previously applied percentage-of-completion (“POC”) method. Instead, all such revenues are generally recognized at the “point in time” when the customer receives access to, or delivery of, the finished data which often will take place a year or more after the acquisition of data due to the time required to complete data processing. PGS management has, for the purpose of its internal reporting, continued to report according to the principle applied in 2017 and earlier years, where MultiClient pre-funding revenue is recognized on a POC basis, and the related amortization of MultiClient library based upon the ratio of aggregate capitalized survey costs to forecasted sales. This differs from IFRS reporting which recognizes revenue from MultiClient pre-funding agreements and related amortization at the “point in time” when the customer receives access to, or delivery of, the finished data. The table below provides a reconciliation of the Company’s segment numbers (“Produced”) against the financial statements prepared in accordance with IFRS (“As Reported”): Year ended December 31,2023 2022 2023 2022 2023 2022(In millions of US dollars) Produced Adjustments As ReportedTotal revenues and other income 770.6 817.2 (49.1) 7.9 721.5 825.1 Cost of sales (285.8) (324.7) - - (285.8) (324.7)Research and development costs (5.9) (6.9) - - (5.9) (6.9)Selling, general and administrative costs (42.0) (38.9) - - (42.0) (38.9)Amortization of MultiClient library (316.3) (242.0) 95.9 0.4 (220.4) (241.6)Depreciation and amortization (excl. MultiClient Library) (63.5) (95.9) - - (63.5) (95.9)Operating profit(loss)/Ebit, ex impairment and other charges, net 57.1 108.8 46.8 8.3 103.9 117.1 Year ended December 31,2023 2022 2023 2022 2023 2022(In millions of US dollars) Produced Adjustments As Reported -Contract seismic 284.6 336.3 - - 284.6 336.3 -MultiClient pre-funding 256.8 131.5 (49.1) 7.9 20 7. 7 139.4 -MultiClient late sales 202.9 326.7 - - 202.9 326.7 -Imaging 25.5 22.7 - - 25.5 22.7 -Other Income 0.8 - - - 0.8 - Total Revenues and Other Income 770.6 81 7.2 (49.1) 7. 9 721.5 825.1 Set out below is the reconciliation of the Company’s segment numbers with the amounts disclosed in revenues from contracts with customers (Note 5): Year ended December 31,(In millions of US dollars) 2023 2022Revenues, Produced 770.6 81 7.2Produced MultiClient revenue for projects not yet delivered (84.9) (94.0)Produced MultiClient revenue from previous years, projects delivered 35.8 101.9Revenues, As Reported 721.5 825.1 The difference is related to timing of recognition of MultiClient pre-funding revenues. Refer to Note 2 for further information. Because the Company provides services worldwide to the oil and gas industry, a substantial portion of the property and equipment is mobile, and their respective locations at the end of each period are not necessarily indicative of the earnings generated by the related property and equipment during the period. Property and equipment and other non-current assets are classified based upon location of ownership. The geographic classification of statements of profit and loss items is based upon location of performance or, in the case of MultiClient seismic data sales, the geographic area covered by the data being licensed. PGS Annual Report 2023 62 Year ended December 31,Geographical markets 2023 2022 2023 2022(In millions of US dollars) Produced As ReportedNorway 173.0 181.1 170.1 136.5 Brazil 114.5 79.7 77.7 108.2Angola 86.5 64.9 86.3 94.5Malaysia 80.5 25.9 57.8 25.9Egypt 80.3 11.9 6 7.9 29.8Namibia 56.3 20.7 56.3 20.7Americas (excluding Brazil and Canada) 35.9 107.0 35.9 107.0Asia/Pacific (excluding Malaysia) 35.7 85.8 35.7 7 7.6United Kingdom 32.6 3 7.1 33.4 43.5Nigeria 29.6 20.4 30.7 20.4Africa (excluding Angola, Namibia, Nigeria, South Africa) 20.5 25.2 40.2 4.5Greece 9.2 33.6 2.7 25.1South Africa 6.6 - 6.6 - Middle East/Other (excluding Egypt) 3.0 28.9 3.0 28.9Netherlands 2.8 - 2.8 - Cyprus 2.7 32.4 2.7 32.4Ukraine 0.6 1.1 0.6 1.1Canada 0.3 61.5 11.1 69.0Total Revenues and Other Income 770.6 817.2 721.5 825.1 Total non-current assets (a)December 31,(In millions of US dollars) 2023 2022Norway 884.7 836.9Americas (excluding Brazil) 67.1 104.6Brazil 78.2 54.2Asia/Pacific 40.2 47. 8Middle East/Other 35.4 14.5Africa 21.9 51.9Europe (excluding Norway) 18.0 10.7Total 1,145.5 1,120.6 (a) Consists of Property and equipment, MultiClient library, Investments in associated companies (Note 19) and Other intangible assets. Note 5 — Revenue from Contracts with Customers The company earns revenue from the following categories of customer contracts: Type of goods or serviceYear ended December 31,(In millions of US dollars) 2023 2022Contract seismic 284.6 336.3MultiClient pre-funding 20 7. 7 139.4MultiClient late sales 202.9 326,7Imaging 25.5 22.7Other 0.8 -Total revenues from contracts with customers 721.5 825.1 Depending on the type of contract with the customers, the Company’s performance obligation is considered to be satisfied over time or at a point in time. Performance obligations satisfied over time generally include Contract seismic, Imaging services and MultiClient revenue from Joint Operation partners. PGS Annual Report 2023 63 Set out below is the reconciliation of the timing of revenue from contract with customers. Timing of revenue recognition (a) Year ended December 31,(In millions of US dollars) 2023 2022Licenses transferred at a point in time 322.0 440.2Services transferred over time 399.5 384.9Total revenues from contracts with customers 721.5 825.1 (a) Refer to section on performance obligations below In 2023, aggregate revenues from the two largest customers accounted for 10% and 9% of the Company’s consolidated revenues compared to 13% and 8% in 2022, respectively. Revenue from Joint Operations The Company has cooperation agreements to invest in certain MultiClient data projects with other parties. These agreements are classified as joint operations where the parties have rights to the assets and liability of the investment. The Company generally holds an interest between 30-50%. When PGS performs the acquisition of the project, PGS recognizes as revenue its services to the other parties and its net share of any data licensing revenues to the end customer. For the year ended December 31, 2023 and 2022, $122.1 million and $99.4 million of the revenue recognized relates to projects with Joint Operations, respectively. Accounts receivable December 31, 2023 2022Accounts receivables from contracts with customers 173.1 169.4Accounts receivables 173.1 169.4 Contract balances Balances related to customer contracts consists of the following; December 31, January 1,(In millions of US dollars) 2023 2022 2022Accounts receivables 173.1 169.4 134.6Accrues revenue (Note 15) 62.2 143.1 52.8Revenue share JV partners (a) 72.9 - -Total assets from contracts with customers 308.2 312.5 187.4Deferred revenues 206.0 154.4 123.4Total liabilities from contracts with customers 206.0 154.4 123.4 (a) For the comparable periods December 31 and January 1, 2022, the amounts were immaterial. Trade receivables are non-interest bearing and are generally on terms of 30 to 60 days. Amounts are shown net of allowance for doubtful accounts. Accrued revenues are recognized for revenue earned, but not yet invoiced. This is generally related to Contract, Imaging projects and Multi-year Data OnDemand, as well as MultiClient Late Sales generally to be invoiced the following month. For JV MultiClient projects where the Company holds the customer contract, deferred revenues represent the gross amount billed to customers but not yet recognized as revenue. The share of this gross amount paid to the JV partner is presented as an offsetting asset. At delivery of the final data, both the gross deferred revenue amounts and the offsetting revenue share paid to partner is released and the Company recognizes revenue net of any share to JV partners. The decrease in assets from contracts with customers is mainly due to the decrease in accrued revenues, partly offset by revenues paid or payable to JV partners on projects were PGS has not yet recognized revenue under IFRS 15. Deferred revenues consist of revenue billed or accrued, but not yet recognized. A substantial share of the balance is related to MultiClient pre-funding licenses where revenue is generally recognized at completion of the survey and delivery of final processed data to the customer. The increase in deferred revenues is a result of increased acquisition of new MultiClient data in 2023 and a related increased volume of MultiClient projects which is not yet finalized and delivered to clients. The Company currently expects approximately $134 million of the deferred revenues per December 31, 2023, to be recognized in 2024 and $72 million in 2025. Set out below is the amount of revenue recognized from amounts included in contract liabilities (deferred revenues) at the beginning of the year: Year ended December 31,(In millions of US dollars) 2023 2022Amounts included in contract liabilities at the beginning of the year 63.3 82.8 Performance obligations Contract seismic and imaging The performance obligation is satisfied over-time and payment is generally due monthly or upon defined project milestones. PGS Annual Report 2023 64 MultiClient Pre-funding The performance obligation is satisfied at a point-in-time, usually by delivery of final data, while payment is generally due upon progress of production or defined project milestones. The customer is usually entitled to other deliverables such as preliminary data, but these are deemed not to be distinct performance obligations within the context of the contract. Revenues that the Company receives from Joint Operation partners for acquisition or processing performed is classified as MultiClient pre-funding. The ownership of data is, in most cases, joint and the partner assumes ownership, rights and obligations as the data is produced. The revenue is therefore recognized over time. Such revenues amounted to $89.4 million and $25.9 million for the years ended December 31, 2023 and 2022, respectively. MultiClient Late Sales The performance obligation is satisfied at a point-in-time upon signing of contract and delivery of data. Payment is generally due 30-60 days after the performance obligation is satisfied. Some agreements may contain uplift payments dependent on a condition such as the customer subsequently being awarded acreage covered by the licensed MultiClient data. For such contingent consideration, revenues are recognized when the triggering event takes place. Remaining performance obligations The value for contracts entered into as of December 31, allocated to the remaining performance obligations (unsatisfied or partly unsatisfied), is as follows: Year ended December 31,(In millions of US dollars) 2023 2022Licenses transferred at a point in time 202.9 248.9 Services transferred over time 285.5 268.2 Within one year 488.4 51 7.1 Licenses transferred at a point in time 27.1 - Services transferred over time - - More than one year 27.1 - Total 515.5 51 7.1 The timing of performance obligations is uncertain as MultiClient projects are subject to allocation of internal imaging capacity and progress. Note 6 – Other IncomeYear ended December 31,(In millions of US dollars) 2023 2022Other income 0.8 -Total Other income 0.8 - Note 7 – Cost of Sales Year ended December 31,(In millions of US dollars) 2023 2022Vessel costs & direct project cost (371.6) (342.4)New Ventures, project porfolio & Imaging (70.3) (78.8)Technology/ digitalization & other (36.1) (12.7)Total cost of sales, gross (478.0) (433.9)Steaming deferral, net 10.8 2.8 Less amount capitalized to MultiClient library 181.4 106.4 Total cost of sales, net (285.8) (324.7) Note 8 – Depreciation, Amortization and Impairments of Non-current Assets Amortization and impairment of the MultiClient library consist of the following: Year ended December 31,(In millions of US dollars) 2023 2022Amortization of MultiClient library (Note 18) (162.1) (135.7)Accelerated amortization of MultiClient library (Note 18) (58.3) (105.9)Impairment of MultiClient library (Note 18) - (11.5)Amortization and impairment of MultiClient library (220.4) (253.1) PGS Annual Report 2023 65 Total amortization of the MultiClient library decreased by $21.2 million, or 9%, compared to 2022. The decrease is mainly driven by a lower accelerated amortization. Amortization was 54% of MultiClient revenues in 2023, compared to 52% in 2022. The slightly higher amortization rate reflects a lower proportion of late sales in the mix. MultiClient impairment relates mainly to surveys where the level of previously expected sales has not materialized or is no longer probable. The Company has performed impairment tests on the MultiClient library, resulting in impairment charges of nil and $11.5 million for 2023 and 2022, respectively. Amortization and depreciation of non-current assets (excluding MultiClient library) consist of the following: Year ended December 31,(In millions of US dollars) 2023 2022Gross depreciation and amortization (a) (110.4) (122.2)Deferred Steaming depreciation, net 1.7 0.4 Depreciation capitalized to the MultiClient library 45.2 25.9 Depreciation and amortization of non-current assets (excl. MultiClient Library) (63.5) (95.9) (a) Includes depreciation of right-of-use assets amounting to $18.9 million and $17.6 million for the years ended December 31, 2023 and 2022, respectively. Impairments of non-current assets (excluding MultiClient library) consist of the following: Year ended December 31,(In millions of US dollars) 2023 2022Impairment of property and equipment (Note 17) (6.6) -Impairment of other intangible assets (Note 20) - (5.7) Gain (loss) from sale of non-current assets - 0.4Impairment non-current assets (excl. MultiClient Library) (6.6) (5.3) Impairment tests on vessels and equipment are performed at year-end and whenever there are events, changes in assumptions or indication of potential loss of value. For 2023, the Company has not identified any impairment triggers for the vessels from the performed tests. The Company did however recognize $6.6 million of impairments in 2023 regarding vessel equipment which was not expected to be taken into use. Reference is made to Note 3 for further information. The recoverable values of seismic vessels are sensitive to the assumed margins and cycles of the seismic industry, as well as changes to the operation plan for vessels. As a result, impairments may arise in future periods. Reference is made to Note 3 for information on sensitivities. Note 9 – Other Charges, Net Other charges, net consist of the following:Year ended December 31,(In millions of US dollars) 2023 2022Onerous contracts with customers - 11.0Provision for bad debt - (3.4)Gain (loss) investment in subsidiaries - (2.0)Other 0.1 0.1Total 0.1 5.7 As of December 31, 2023, the Company has no provision for onerous customer contracts. Provision for onerous customer contracts represents the estimated loss in future periods relating to binding customer contracts where revenues are lower than the full costs, including depreciation, of completing the contract. Note 10 – Interest Expense Interest expense consists of the following: Year ended December 31,(In millions of US dollars) 2023 2022Interest on debt, gross (105.4) (109.4)Imputed interest cost on lease agreements (Note 23) ( 7. 3) (6.4)Interest capitalized to the MultiClient library (Note 18) 2.6 5.5 Total (110.1) (110.3) Gross interest expense decreased by $4.0 million compared to 2022. The decrease is due to a considerable reduction of gross interest-bearing debt, partly offset by an increase of LIBOR/SOFR interest rates, which increases the cost of floating rate debt, as well as a high interest rate on the $450 million bonds issued in March 2023. The average interest rate used to determine the amount of interest cost eligible for capitalization was 11.3% and 8.2% for the years ended December 31, 2023 and 2022, respectively. PGS Annual Report 2023 66 Note 11 – Other Financial Expense, Net Other financial expense, net, consists of the following: Year ended December 31,(In millions of US dollars) 2023 2022Interest income 20.1 7.0Currency exchange gain/loss (0.9) 4.3Write off deferred and other loan cost (11.2) - Net gain/(loss) on separate derivative financial instrument - (7.6 )Other (2.5) (1.1)Total 5.5 2.6 Interest income increased by $13.1 million compared to 2022. The increase is primarily due to $10.1 million interest income recognized in Q3 and Q4 2023 following an arbitration award on a transfer fee dispute as explained in Note 22 and a higher interest rate on cash and cash equivalents held as bank deposits. The $11.2 million reported as “write off deferred and other loan cost” is from the early repayment of $600 million of the Term Loan B in Q1 2023 and includes a proportionate write off of deferred loan cost and the fair value adjustment from modification of debt treated as extinguishment in 2021. Note 12 – Income Taxes Income tax consists of the following: Year ended December 31,(In millions of US dollars) 2023 2022Current taxes (23.6) (26.1)Deferred taxes 14.6 - Total income tax expense (9.0) (26.1) Current tax expense decreased by $2.5 million, compared to 2022. Current tax expense relates to foreign withholding tax and corporate tax on profits in certain countries where PGS has executed projects or made MultiClient sales, mainly in Africa and South America. Change in deferred tax relates to tax assets recognized on tax losses and other tax positions which the Company expects to utilize against future taxable profit in certain entities. Year ended December 31,(In millions of US dollars) 2023 2022Income (loss) before income tax (5.5) (6.7)Norwegian statutory rate 22% 22%Provision for income taxes at statutory rate 1.2 1.5 Increase (reduction) in income taxes from: Effect of tax rates other than statutory tax rate in Norway (3.5) 2.1 Tax exempt income within tonnage tax regimes 0.4 (2.5)Gain/losses equity investments - (1.1)Foreign taxes not creditable in home country (18.9) (18.7)Currency effects (a) (9.1) (39.0)Changes in deferred tax assets (5.0) 48.4 Prior period adjustments 25.9 (17.2)Other permanent items - 0.4 Income tax (9.0) (26.1) (a) Currency effects primarily relate to translating tax positions in local currency to US dollar functional currency. The tax effects of the Company’s temporary differences are as follows: December 31,(In millions of US dollars) 2023 2022Deferred tax assets Tax loss carry-forwards (295.4) (288.6)Property and equipment (27.4) (45.8)Interest limitation carry-forward and other (74.8) (59.7)Deferred tax assets, gross (397.6) (394.1) PGS Annual Report 2023 67 Deferred tax liabilities Property and equipment 1.7 3.4 Intangible assets 4.1 4.5 Employee benefits 5.1 4.1 Other 0.3 0.7 Deferred tax liabilities, gross 11.2 12.7 Deferred tax assets, net (386.4) (381.4)Deferred tax assets not recognized in the consolidated statements of financial position 370.2 381.5 Net recognized deferred tax assets and liabilities (16.2) 0.1 December 31,(In millions of US dollars) 2023 2022Deferred tax assets 16.3 -Deferred tax liabilities 0.1 0.1Income tax liabilities, gross 16.2 (0.1) Any temporary differences related to IFRS 16 is considered on a net basis. Deferred tax is recognized on temporary differences that arise when the net asset or liability changes. The amount is not material and is included in other deferred tax assets. The Company has incurred several years of consecutive tax losses in the Norwegian tax jurisdiction, including for 2023. Although the Company believes it will attain a satisfactory level of profitability, sufficient convincing evidence of such as required by International Accounting Standard 12 is not present in order to recognize total tax losses as deferred tax assets. Deferred tax assets relating to tax loss carry-forwards as of December 31, 2023, are as follows: Recognized deferred Unrecognized deferred (In millions of US dollars) Tax losses Expiry datestax assetstax assetsNorway 1,070.0 None - 235.4UK 62.6 None 8.9 6.7Other 172.5 Various 7.4 37. 0 1,305.1 16.3 279.1 It is the Company’s current view that unremitted earnings from international operations in subsidiaries are expected to be reinvested indefinitely, and as a result, no withholding taxes have been provided for unremitted earnings. Contingent tax liabilities With its multinational operations, the Company is subject to taxation in many jurisdictions around the world with increasingly complex tax laws. The Company has several matters in several jurisdictions that could eventually make it liable for material amounts of taxes relating to prior years. Brazil service tax claim on charter The Company has several ongoing tax disputes related to charter of vessels into Brazil. The assessments, which inter alia seek to levy 15% withholding tax and 10% CIDE (service) tax, amount to $44.1 million in total. The Company holds a legal deposit amounting to $20.5 million, initially made in Q4 2020 to challenge one of the disputes in court. The deposit is held in an interest-bearing bank account with a commercial bank. Since the Company considers it more likely than not that these contingencies will be resolved in its favor, no provision has been made for any portion of the exposure. International Tax Reform - Pillar Two Model Rules OECD’s BEPS Pillar Two rules are introduced with effect from 1 January 2024 in most jurisdictions where PGS operate. The Company has done a preliminary review based on the latest available financial statements and is not expecting the new rules to have a material impact on the Groups financial statements. Currently there is no indication that there will be any top-up tax to pay for PGS for 2024. Provisions for uncertain tax positions Total provision for uncertain tax positions is recognized as follows: December 31,(In millions of US dollars) 2023 2022Other non-current liabilities - 2.2 Total provision for uncertain tax positions - 2.2 PGS Annual Report 2023 68 Note 13 – Earnings Per Share Information Specification of average number of shares:Year ended December 31, 2023 2022Weighted average basic shares outstanding (a) 921,835,195 592,416,941Dilutive potential shares 10,568,501 8,090,417Weighted average diluted shares outstanding 932,403,696 600,507,358 (a) Weighted average basic shares outstanding for each year is reduced by the average number of treasury shares owned by the Company during the year (Note 27). Earnings per share:Year ended December 31, 2023 2022Basic (0.02) (0.06)Diluted (0.02) (0.06) Note 14 – Restricted Cash Restricted cash consists of the following:December 31,(In millions of US dollars) 2023 2022Current: Restricted payroll withholding taxes 3.5 3.4Other 1.5 8.2Total restricted cash, current 5.0 11.6Non-current: Deposits disputes (Note 12) 20.5 18.9Restricted cash debt service 32.9 40.1Other - 0.2Total restricted cash, non-current 53.4 59.2 Non-current restricted cash of $32.9 million is held in debt service reserve and retention accounts related to the export credit financing (“ECF”) of Ramform Titan, Ramform Atlas, Ramform Tethys and Ramform Hyperion. Current other restricted cash mainly relates to deposits as security for various guarantees. Note 15 – Accrued Revenues and Other Receivables Accrued revenues and other receivables consist of the following:December 31,(In millions of US dollars) 2023 2022Accrued revenues 62.2 143.1 Revenue share JV partners (a) 72.9 - Other receivables 2.0 1.8 Total 137.1 144.9 (a) Refer to Note 5. PGS Annual Report 2023 69 Note 16 – Other Current Assets Other current assets consist of the following:December 31,(In millions of US dollars) 2023 2022Consumables, supplies and fuel inventory (a) 31.1 29.4 Deferred steaming and project costs 20.3 8.3 Prepaid operating expenses 12.4 9.1 Withholding taxes and taxes receivable 10.5 7.0 Prepaid reinsurance 3.6 3.8 Other 1.7 4.1 Total 79.6 61.7 (a) Consumables, supplies and inventories recognized as an expense during 2023 and 2022 amounted to $50.1 million and $34.8 million, respectively. Note 17 – Property and Equipment The changes in property and equipment are as follows:Seismic vessels Buildings, fixtures (In millions of US dollars)and equipmentand furniture TotalCost as of January 1, 2022 2,583.7 147.6 2,731.3Additions 41.4 7.2 48.6 Additions, lease - 11.8 11.8 Asset retirements - - - Reclassification/Other - 1.3 1.3 Cost as of December 31, 2022 2,625.1 167.9 2,793.0 Additions 77.6 11.6 89.2Additions, lease 1 7.9 9.9 27.8Asset retirements (13.7) (1 7.4 ) (31.1)Reclassification/Other 2.8 - 2.8Cost as of December 31, 2023 2,709.7 172.0 2,881.7(In millions of US dollars) Accumulated depreciation as of January 1, 2022 1,608.2 101.3 1,709.5 Impairments as of January 1, 2022 234.4 - 234.4 Depreciation 105.9 0.8 106.7 Impairments - - - Asset retirements- accumulated depreciation 2.1 (0.1) 2.0 Depreciation as of December 31, 2022 1,716.2 102.0 1,818.2 Impairments as of December 31, 2022 234.4 - 234.4 Depreciation 90.1 10.0 100.1Impairments 6.6 - 6.6Asset retirements - accumulated depreciation (13.7) (14.3) (28.0)Reclassification/Others (1.4) - (1.4)Depreciation as of December 31, 2023 1,791.1 97.7 1,888.9Impairments as of December 31, 2023 241.0 - 241.0Balance as of December 31, 2022 674.5 65.9 740.4 Balance as of December 31, 2023 677.6 74.2 751.8 PGS Annual Report 2023 70 Right of Use assets included within property and equipment For the year ended December 31, 2023 and 2022, Seismic vessels and equipment and Buildings, fixtures and furniture included the following right of use assets: Seismic vessels Buildings, fixtures (In millions of US dollars)and equipmentand furniture TotalCost as of January 1, 2022 143.4 63.3 206.7 Additions - 11.6 11.6 Remeasurement/Other - (0.3) (0.3)Asset retirements - (10.3) (10.3)Cost as of December 31, 2022 143.4 64.3 207.7 Additions 1 7.9 9.9 27.8Remeasurement/Other (0.1) 0.1 -Asset retirements - (16.8) (16.8)Cost as of December 31, 2023 161.2 57.5 218.7Accumulated depreciation as of January 1, 2022 50.7 40.0 90.7 Impairments as of January 1, 2022 61.3 - 61.3 Depreciation 9.1 8.5 17.6 Impairments - - - Asset retirements - (10.3) (10.3)Depreciation as of December 31, 2022 59.8 48.5 108.3 Impairments as of December 31, 2022 61.3 (10.3) 51.0 Depreciation 12.2 6.7 18.9Impairments - - - Remeasurement/Other - - - Asset retirements - (13.6) (13.6)Depreciation as of December 31, 2023 72.0 41.6 113.6Impairments as of December 31, 2023 61.3 (10.3) 51.0Balance as of December 31, 2022 22.3 26.1 48.4 Balance as of December 31, 2023 2 7.9 26.2 54.1 Impairments Impairment tests on vessels and equipment are performed at year-end and whenever there are events, changes in assumptions or indication of potential loss of value. For 2023, the Company has not identified any impairment triggers for the vessels from the performed tests. The Company did however recognize $6.6 million of impairments of vessel equipment which was not expected to be taken into use. Refer to Note 3 for details and sensitivities from the performed tests. The recoverable values of seismic vessels are sensitive to the assumed margins and cycles of the seismic industry, as well as changes to the operation plan for vessels. As a result, impairments may arise in future periods. Year ended December 31,(In millions of US dollars) 2023 2022Seismic equipment 6.6 - Total impairment 6.6 - PGS Annual Report 2023 71 Note 18 – MultiClient Library The changes in the MultiClient library are as follows: (In millions of US dollars) 2023 2022Balance as of January 1, 300.3 415.6 Capitalized cash costs 185.9 106.4 Capitalized interest 2.6 5.5 Capitalized depreciation 45.2 25.9 Amortization expense (162.1) (135.7)Accelerated amortization (58.3) (105.9)Impairments (see Note 7) - (11.5)Balance as of December 31, 313.6 300.3 The net carrying value of the MultiClient library, by the year of survey completion is as follows:December 31,(In millions of US dollars) 2023 2022Completed surveys: Completed during 2019 - 20.8Completed during 2020 12.3 30.8Completed during 2021 43.1 73.9Completed during 2022 59.6 81.6Completed during 2023 41.5 - Completed surveys 156.5 207.1 Surveys in progress 1 57.1 93.2 MultiClient library 313.6 300.3 Note 19 – Other Non-Current Assets Other non-current assets consist of the following:December 31,(In millions of US dollars) 2023 2022Investments in associated companies 5.2 6.5Pension Fund surplus (Note 26) 16.9 21.8Refundable VAT 10.9 -Other 1.1 0.3Total 34.1 28.6 Specification of investments in and loans to equity accounted investments as follows: December 31, 2023 PGS Associated companys totalNet book Share of profit Impairment/ Profit (loss) (In millions of US dollars) Jurisdiction Ownershipvalueand lossReclass (b)for the year (a) Equity (a)Ocean Floor Geophysics Inc. Canada 46% 0.3 - (2.0) 0.5 0.3Ocean Geo-Frontier Co. Ltd Japan 34% 3.7 1.0 - 3.1 9.3Versal AS Norway 33% 1.1 (0.3) - (0.9) 3.3Other - 0.1 - - - - Total 5.2 0.7 (2.0) December 31, 2022 PGS Associated companys totalNet book Share of profit Profit (loss) (In millions of US dollars) Jurisdiction Ownershipvalueand loss Impairmentfor the year EquityAzimuth II Limited Bermuda 0% - - (4.5) - -Ocean Floor Geophysics Inc. Canada 46% 2.3 (1.0) (2.5) (0.7) 2.8Ocean Geo-Frontier Co. Ltd Japan 34% 2.7 0.9 - 2.0 6.5Versal AS Norway 33% 1.4 (0.0) - - 1.4Other - 0.1 - - - - Total 6.5 (0.1) ( 7.0) (a) Reflects preliminary numbers. (b) In 2023, the Company bought 100% of the shares in NCS Subsea Inc. from Ocean Floor Geophysics Inc. As a part of the total share purchase agreement $2 million was reclassed from investments in associated companies (Ocean Floor Geophysics Inc) to investment in subsidiaries (NCS Subsea Inc). PGS Annual Report 2023 72 Ocean Floor Geophysics Inc. is a company incorporated in Canada that provides geophysics data acquisition, analysis and exploration services. It also designs, develops and sells marine geophysical sensors. The Company holds a 46% share pre-dilution and 43% share on a fully diluted basis. Ocean Geo-Frontier Co. Ltd is a joint venture established in 2019 to administer services provided by the Company and its partners to Japan Oil, Gas and Metals National Corporation (“JOGMEC”). Versal AS is a Norwegian company owning “Versal”, an independent, secure, Cloud-based, MultiClient seismic data ecosystem offering a single search point to access all MultiClient data from the participating vendor’s PGS, CGG and TGS. The changes for the year in investments in associated companies are as follows: December 31,(In millions of US dollars) 2023 2022Balance at January 1 6.5 12.3Reclass (2.0) -Investments - 1.4Impairment and reversal of impairment - ( 7. 0)Share of results from associated companies 0.7 (0.1)Balance at December 31 5.2 6.5 Note 20 – Other Intangible Assets The changes in other intangible assets are summarized as follows: Patents, licenses, Intangible assets in (In millions of US dollars)technology and otherdevelopment TotalCost as of January 1, 2022 332.5 53.4 386.0 Additions to costs 1.7 8.1 9.8 Asset retirements (1.6) - (1.6)Reclassification - 1.9 1.9 Cost as of December 31, 2022 332.6 63.4 396.1 Additions to costs 0.1 10.0 10.1Asset retirements - - - Assets transfers 12.6 (12.6) -Reclassification 1.0 - 1.0Cost as of December 31, 2023 346.3 60.8 407.2Accumulated amortization and impairment as of January 1, 2022 301.5 - 301.5 Amortization expense 8.7 6.8 15.5 Impairments 0.1 5.6 5.7 Reclassification - - - Accumulated amortization and impairment as of December 31, 2022 310.3 12.4 322.7 Amortization expense 9.5 - 9.5Impairments - - - Reclassification - - - Accumulated amortization and impairment as of December 31, 2023 319.8 12.4 332.2Balance as of December 31, 2022 22.3 51.0 73.4 Balance as of December 31, 2023 26.5 48.4 74.9Estimated useful life 1 to 15 years Impairments PGS recorded aggregate impairment charges of nil and $5.7 million in 2023 and 2022, respectively. Impairment charges 2022 is related to assessment of the Company’s research and development portfolio. PGS Annual Report 2023 73 Note 21 – Debt and Guarantees Interest-bearing debt consists of the following: December 31,(In millions of US dollars) 2023 2022Secured: Term loan B, Libor + 6-700 basis points (linked to total gross leverage ratio ("TGLR")), due 2024 69.8 737.9 Super Senior Loan, Libor + 675 basis points, due 2024 50.0 50.0 Term loan, SOFR + 700 basis points, due 2026 75.0 - Export credit financing, due 2025 36.5 100.3 Export credit financing, due 2027 96.8 163.1 Senior notes, Coupon 13.5%, due 2027 450.0 - Total loans and bonds, gross 778.1 1,051.3 Less current portion (131.1) ( 367.1)Less deferred loan costs, net of debt premiums (23.4) (20.0)Less modification of debt treated as extingishment (0.2) (4.6)Non-current interest-bearing debt 623.4 659.7 Modification of debt treated as extinguishment changed by $4.4 million in 2023 ($4.7 million in 2022). The item is from the Q1 2021 rescheduling of the $135 million RCF where a fair value gain of $13.5 million was recognized. This gain is reversed over the life of the debt and expensed as part of gross interest on debt. Undrawn facilities consist of: December 31,(In millions of US dollars) 2023 2022Unsecured Performance bond 24.2 22.0 Total 24.2 22.0 Summary of net interest-bearing debt: December 31,(In millions of US dollars) 2023 2022Loans and bonds gross (778.1) (1,051.3)Cash and cash equivalents 177. 7 363.8 Restricted cash (current and non-current) 58.4 70.8 Net interest-bearing debt, excluding lease liabilities (542.0) (616.7)Lease liabilities current (35.8) (32.9)Lease liabilities non-current (45.0) (54.3)Net interest-bearing debt, including lease liabilities (622.8) (703.9) PGS Annual Report 2023 74 Reconciliation of debt arising from financing activities: Cash flows Non-cash changesProceeds, net of deferred loan costs, Repayment Payment from issuance Foreign January 1, of interest-of lease of non-current exchange New December (In millions of US dollars)2023bearing debtliabilitiesdebtmovementleasesOther31, 2023Secured debt 1,026.8 (798.3) - 501.9 - - 24.1 754.5Lease liabilities 87. 2 - (32.0) - 3.7 2 7. 9 (6.0) 80.8Total liabilities from financing activities 1,114.0 (798.3) (32.0) 501.9 3.7 27.9 18.1 835.3 Cash flows Non-cash changesProceeds, net of deferred Net change loan costs, of drawing from Repayment on the issuance of interest-Payment Revolving of non-Foreign January 1, bearing of lease Credit current exchange New December (In millions of US dollars)2022debtliabilitiesFacilitydebtmovementleasesOther31, 2022Secured debt 1,132.7 (170.1) - - 47.1 - - 1 7.1 1,026.8Convertible bond debt 3.5 - - - - - - (3.5) - Lease liabilities 114.8 - (36.1) - - (2.4) - 10.9 87.2 Total liabilities from financing activities 1,251.0 (170.1) (36.1) - 47.1 (2.4) - 24.5 1,114.0 Term Loan B The Term Loan B (“TLB”) was originated in 2007 and later amended at multiple occasions. The Company used existing cash and proceeds from the issue of $450 million Senior Notes (see below) to prepay $600 million of the TLB in March 2023 and later repaid another $68.1M in September 2023 by issuing a new Term Loan (see below). On December 31, 2023, the remaining balance of the TLB was $69.8 million. The TLB was fully repaid in February 2024. Export credit financing The Export credit financing (“ECF”) arrangement comprises four loans each with Japan Bank for International Cooperation (“JBIC”) and Sumitomo Mitsui Banking Corporation (“SMBC”), with an aggregate value at inception of $544.2 million. The loans were incurred by the subsidiary, PGS Titans AS, for the financing of the four Ramform Titan class vessels (Ramform Titan, Ramform Atlas, Ramform Tethys and Ramform Hyperion). The loans are repaid over 12 years from inception in equal semiannual installments and each loan comprised two tranches held by JBIC and SMBC, respectively. All the SMBC tranches are fully repaid. The JBIC tranche bears a fixed interest and is repaid from the 7th to 12th year after draw down. In February 2021 the lenders agreed to a temporary change to the repayment profile. All scheduled installments for the period September 2020 to September 2022 amounting to ~$ 106 million were deferred, with the original semi-annual repayment profile resuming from December 2022. The deferred instalments were to be repaid over four quarters starting December 2022 through September 2023, or earlier if the Company made repayments under the agreed excess liquidity sweep for any liquidity reserve in excess of $200 million at each quarter end. As a result of the excess liquidity sweep, all deferred amounts were repaid in February 2023. With the repayment, the remaining repayment profile is again similar to the original loan agreements and there are no further liquidity sweep to the benefit of the ECF. Super Senior Loan In May 2022, the Company secured a commitment for a new $50 million senior secured debt. The loan was drawn in October 2022. The senior secured debt has a maturity in March 2024 with, as of 31 Dec 2023, an option to extend it with 1 year at the Company’s choice. However, to align the terms of the Super Senior Loan to the other remaining debt instruments post the full repayment of the TLB in February 2024 (see above), the Company refinanced the loan through amending and extending the Super Senior Loan and increasing this to $60 million with TGS ASA as lender, at terms similar to what was otherwise available to PGS in the market. Senior Notes March 31, 2023, the Company issued Bonds of $450 million at 98% of par. The Bonds have a 4-year tenor, maturing March 31, 2027, with a coupon of 13.5% paid semi- annually. The Bonds are non-callable for 2 years and can thereafter be called at 106.75 per cent of par between March 31, 2025, and September 29, 2025, 105.06 per cent of par between September 30, 2025, and March 30, 2026, 103.38 per cent of par between March 31, 2026, and September 29, 2026, and thereafter 100.50 per cent of par. New Term Loan September 18, 2023, the Company issued a new $75 million Term Loan, with the net proceeds used to reduce the TLB (see above). The Loan has an interest rate of SOFR + 7.00% and matures December 15, 2026. Beginning on June 30, 2024, the Loan will have a quarterly amortization at a rate of 6.25% of the original principal amount. The Loan can be prepaid with a premium of 2% before June 30, 2024 and zero premium thereafter. The Loan is subject to the same financial covenants as the $450 million Senior Notes. Security and Covenants The TLB (fully repaid in February 2024), Super Senior Loan, Senior Notes and New Term Loan (“the Facilities”) constitute pari passu debt secured by pledges over substantially all assets of the Company (except assets pledged under the ECF (see below) for which it has an indirect 2nd lien capturing values exceeding the ECF loans). The Facilities are guaranteed by all material subsidiaries except PGS Titans AS, holding the four titan class vessels financed by the ECF loans (see below). The Super Senior loan has priority in payment to the other facilities, but not to the ECF loans. PGS ASA, PGS Holding I Ltd, PGS Holding II Ltd and Petroleum Geo-Services PGS Annual Report 2023 75 AS guarantee the ECF loans. As Petroleum Geo-Services AS is the borrower/issuer under the Facilities, PGS ASA, PGS Holding I Ltd and PGS Holding II Ltd guarantee the obligations under the Facilities. The ECF loans are senior facilities secured by first priority mortgages over the four Titan-class vessels and fittings on board (but excluding “in sea” equipment such as streamers), pledge of the borrower’s right under a debt service reserve account and assignment of insurance rights in the vessels. The ECF lender has certain shared security with the lenders under the Facilities, including bank account pledges and intercompany receivables. The Facilities have, going forward, a minimum liquidity covenant of $50 million and a maximum leverage ratio (Net Interest-Bearing Debt to last twelve months IFRS EBITDA) of 3.00:1 from Q1 2023 to Q4 2024 and 2.50:1 thereafter. On December 31, 2023, the leverage ratio was 1.67:1. The Company expects to comply with the financial covenants in its credit agreements going forward. The Facilities, ECF loans and loan guarantees contain general and financial undertakings usual for these kinds of financing arrangements that restrict the Company in various ways. The facilities provide that the Company may generally not incur senior secured debt other than as replacement of existing secured debt, with certain baskets and exceptions, and unsecured debt without meeting an incurrence test set at maximum leverage ratio of 1.25:1.0. In addition, the Facilities, ECF loans and loan guarantees restrict or could restrict the Company’s ability, among other things, to sell assets without the sales proceeds being reinvested in the business or used to repay debt; create liens on assets; make investments, loans, guarantees or advances; make acquisitions; engage in mergers or consolidations; engage in transactions with affiliates; change the business; enter into agreements that restrict dividends from subsidiaries; and enter into speculative financial derivative agreements. The Company is permitted to pay dividend of up to 50 per cent of net profit (after tax) when the TLB is repaid in full and leverage ratio is below 1.0:1.0. Letters of credit and guarantees The Company has $30.0 million uncommitted bid and performance bond facilities ($30 million in 2022) intended for operational use. Drawings under these facilities totaled $5.8 million and $8.0 million as of December 31, 2023 and 2022, respectively. During 2022 and 2023, the Company was required to deposit cash collateral to cover new or amended bonds drawn under this facility. In December 2023, the agreement was amended with the Company only providing cash collateral for bonds or guarantees with a maturity exceeding 3 years. As of December 31, 2023, the Company had deposited $1.4 million ($8.3 million in 2022) which is included in Restricted Cash (see Note 14). Drawings under this facility represent the outstanding letters of credit and similar guarantees not reflected in the accompanying consolidated statements of financial position. Impact of the ongoing process to merge with TGS PGS announced on September 18, 2023, an intention to merge with TGS ASA or one of its subsidiaries (“TGS”). PGS and TGS announced on October 25, 2023, that their respective Board of Directors have approved and decided upon a definitive merger agreement and formal merger plan (the “Merger”). On December 1, 2023, shareholders of PGS and TGS approved the merger plan with close to 100% support at the extraordinary general meetings. The parties expect that the merger will be completed during the second quarter of 2024. The merger plan contains customary mutual restrictions for both parties until the merger is completed, as well as certain unilateral restrictions for PGS, including not to issue additional equity or new debt, amend existing credit agreements or undertake transactions for major asset acquisition or disposal (with certain exceptions). The agreements for the $450 million Bond and the $75 million Term Loan both contain change-of-control provisions triggering put options/mandatory call for the bondholders/lenders at 101% and 102% of par, respectively, at the time of completing the merger. The Bonds are currently trading at a price of around 110% of par which should make it unlikely that the bondholders will exercise the put option at 101% of par. The TLB and the Super Senior Loan have change-of-control provisions requiring the loans to be repaid at the time of completing the merger unless maturing earlier or otherwise agreed with the lenders. The TLB was fully repaid in February 2024. The Super Senior Loan was refinanced with TGS as new lender in March 2024 through amending and extending the Super Senior Loan and increasing this to $60 million with all major covenants aligned to the Bonds. Note 22 — Financial Instruments Valuation of financial instruments carried at fair value The Company classifies financial instruments carried at fair value in the consolidated statement of financial position using the Fair Value Hierarchy. Level 1: quoted prices (unadjusted) in active markets for identical assets and liabilities. Level 2: assets and liabilities whose values are based on quoted prices in markets that are not active or model inputs that are observable either directly or indirectly. Level 3: techniques for which all inputs which have a significant effect on the recorded fair value that is not based on observable market data. Nominal value and fair values of financial assets and liabilities December 31, 2023 December 31, 2022Hierarchy Nominal Fair Nominal Fair (In millions of US dollars)Levelvaluevalues valuevaluesFINANCIAL ASSETS Derivatives designated as hedging instruments Interest rate swaps 2 - - 0.4 0.4 Total - - 0.4 0.4 FINANCIAL LIABILITIES Financial liabilities at amortized cost Debt with fixed interest rate 2 (583.3) (628.9) (239.5) (239.5)Debt with variable interest rate 2 (194.8) (195.2) (811.8) (776.0)Lease liabilities 2 (80.8) (80.8) (87.2) (87.2)Total (858.9) (904.9) (1,138.5) (1,102.7) PGS Annual Report 2023 76 The carrying amounts of cash and cash equivalents, restricted cash, accounts receivable, accrued revenues and other receivables, other current assets, accounts payable and accrued expenses classified at amortized cost approximate their respective fair values because of the short maturities of those instruments. The fair values of the non-current debt instruments, forward exchange contracts and interest rate swaps are estimated using quotes obtained from dealers in such financial instruments or latest quoted prices or indexes at Reuters or Bloomberg. Where market prices are not observed or quotes from dealers are not obtained, an indirect method is used by use of implied credit spread from debt instrument with similar risk characteristics. Financial risk management policies The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to repay or be able to refinance debt when it falls due and provide returns for shareholders such as dividends, after reaching a target net debt level (excluding lease obligations) of $500–600 million, and work towards an optimal capital structure to reduce the cost of capital. The management of the capital structure involves active monitoring and adjustments to changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure the Company may refinance its debt, buy or issue new shares or debt instruments, sell assets or return capital to shareholders. The Company monitors debt on the basis of the leverage ratio and other covenants in credit agreements. In addition, the Company monitors leverage based on net debt. Net debt is calculated as total debt (including short-term and non-current debt as reported in the consolidated statement of financial position) less cash and cash equivalents, including restricted cash. During 2018, taking into account experience from the down cycle and with a view that the Company’s markets will continue to be cyclical in the future, the Company adopted a strategic target to over time reduce net interest-bearing debt to a level, excluding lease obligations, not exceeding $500-600 million, assuming the current size and composition of business activities. As a result, the Company have given priority to profitability, cash flow generation and debt reduction. By the end of 2023, the net interest-bearing debt is inside the targeted level. Due to the ongoing process to merge with TGS ASA and a relatively high interest cost on debt, the Company has not made any change to its financial priorities. The Company is exposed to market risks such as interest rate risk, foreign exchange rate risk, credit risk and liquidity risk. The Company’s risk management policies are approved by the Board of Directors. The treasury function reports regularly to the Company management and any breach of limits set in the policy are required to be reported to the Board of Directors. Interest rate risk management The Company is subject to interest rate risk on debt, including lease liabilities. The risk is managed by using a combination of fixed -and variable rate debt, together with interest rate swaps, where appropriate, to fix or lower the borrowing costs. December 31, 2023 December 31, 2022Notional Weighted average Notional Weighted average amounts interest rate amounts interest rateDebt at fixed interest rate 583.3 11.15% 239.5 3.04%Debt at variable interest rate based on US dollar plus a margin 194.8 12.28% 761.8 10.94%Variable interest rate debt with interest fixed - - 50.0 1.36% After giving effect to the Company’s interest rate swaps, for every one-percentage point hypothetical increase in LIBOR, the annual net interest expense on variable rate debt, inclusive non-restricted cash holdings, would have increased / (decreased) by approximately $(0.2) million and $3.6 million measured from December 31, 2023 and 2022, respectively. Foreign currency risk management The Company is exposed to currency fluctuation due to the effects of a predominantly USD based revenue stream, while the Company’s operating expenses and capital expenditures are mainly denominated in USD, GBP, NOK and EUR. The Company maintains a foreign currency risk management strategy that normally uses foreign currency exchange contracts to reduce volatility in the income statement and protect against fluctuations in cash flow caused by volatility in currency exchange rates. The Company does not currently have any bank lines available to hedge currency exposures, but has used cash where possible to offset material exposures. The Company did not have any open forward contracts as of December 31, 2023 or 2022. The table shows exposures and foreign exchange contracts in currencies that the Company hedges on a regular basis. December 31, 2023 December 31, 2022(in millions, local currency) NOK GBP BRL NOK GBP BRLRestricted cash 36.5 - 99.7 33.4 - 99.7 Cash held as hedges 162.6 - - 242.2 1.9 - Current assets 47.4 0.9 110.6 49.4 0.9 5 7. 3 Current liabilities (207.9) (2.0) (189.9) (177.3) (2.1) (152.4)Pension liabilities (19.8) 13.3 - (22.5) 18.1 - Finance leases (204.0) (5.9) (3.1) (135.0) (5.3) (2.0)Other long term liabilities (0.9) (1.2) - - (1.2) - Net statements of financial position exposure (186.1) 5.0 1 7.3 (9.8) 12.3 2.6 The following analysis illustrates the sensitivity of changes in relevant foreign exchange rates, after the impact of hedging. All other variables remain constant. The sensitivity analysis is based on the Company’s financial assets and liabilities held as of the year ended December 31, 2023 and 2022. The foreign exchange rate analysis assumes a 10% depreciation in USD. December 31, 2023 December 31, 2022(in millions, local currency) NOK GBP BRL NOK GBP BRLImpact on profit before tax: Gain / (loss) 2.0 (0.6) (0.4) 0.1 (1.5) (0.1) PGS Annual Report 2023 77 Average rate Year end spot rate 2023 2022 2023 2022USD / NOK 10.516 9.547 10.188 9.910GBP / USD 1.244 1.244 1.275 1.204USD / BRL 4.996 5.157 4.855 5.277 Credit risk management Credit risk is the risk that counterparties to financial instruments do not perform according to the terms of the contract. The approximate maximum credit exposure related to financial assets is as follows: December 31,(In millions of US dollars) 2023 2022Cash and cash equivalents 177. 7 363.8 Restricted cash (Note 13) 58.4 70.8 Accounts receivable 173.1 169.4 Accrued revenues and other receivables (Note 15) 137.1 144.9 Total 546.3 748.9 Cash and cash equivalents The Company continually monitors the counterparty credit risk of banking partners, including derivatives counterparties and the institutions in which cash is held on deposit. Accounts receivables Trade receivables are primarily with multinational integrated oil companies and independent oil and natural gas companies, including companies owned in whole or in part by governments. As of December 31, 2023, approximately 72% of the balance relates to 5 customers, compared to 62% as of December 31, 2022. The aging of trade receivables is as follows: December 31,(In millions of US dollars) 2023 2022Current 82.3 144.5 Up to one month past due 42.3 12.5 Between one and two months past due 0.2 6.7 More than three months past due (a) 51.6 14.1 Allowance for doubtful accounts (3.3) (8.4)Total 173.1 169.4 (a) Of the amount more than three months overdue as of December 31, 2023, $43 million relates to a disputed transfer fee event where payment was pending receipt of a final ruling. The amount has been received in February 2024. The Company provides for expected credit losses through a loss allowance, which is based on the lifetime expected credit losses at the reporting date. The Company assesses expected credit losses using factors including aging of accounts, historical experience, customer concentration, customer creditworthiness and current industry and economic trends. The provision for expected credit losses is related to receivables more than three months past due. For accrued revenues, the Company has assessed the collectability prior to recognizing the revenue and assessed credit risk on the same basis as trade receivables. There is no allowance related to accrued revenues as of December 31, 2023 and 2022. The Company is also exposed to credit risk from off-balance sheet items such as agreements to provide future services to customers and counterparties on derivatives and where cash is held on deposit. The Company manages its exposure to such risks through continuous monitoring of counterparties. Exposure to liquidity risk The Company tries to minimize liquidity risk through ensuring access to a diversified set of funding sources, and management of maturity profile on debt and derivatives. The Company is exposed to liquidity risk related to the following: December 31, 2023 Contractual cash flowsNominal Notional (In millions of US dollars)valuevalue Total 0-1 years 1-2 years 2-3 years 3-4 years 4-5 years ThereafterNon-derivative financial liabilities Trade payables (69.2) - (69.2) (69.2) - - - - - Debt with fixed interest rates (583.3) - (804.2) (112.0) (105.3) (88.5) (498.4) - - Debt with variable interest rates (194.8) - (221.9) (100.5) (75.7) (45.7) - - - Total (847.3) - (1,095.3) (281.7) (181.0) (134.2) (498.4) - - Derivative financial assets/liabilities Interest rate swaps hedge accounted - - - - - - - - - Forward exchange contracts used for hedging - - - - - - - - - Other foreign exchange contracts - - - - - - - - - Total - - - - - - - - - Refer to Note 21 for further information on debt classification. PGS Annual Report 2023 78 December 31, 2022 Contractual cash flowsNominal Notional (In millions of US dollars)valuevalue Total 0-1 years 1-2 years 2-3 years 3-4 years 4-5 years ThereafterNon-derivative financial liabilities Trade payables (45.6) - (45.6) (45.6) - - - - - Debt with fixed interest rates (239.5) - (254.4) (112.9) (51.2) (44.5) ( 27.7 ) (18.1) - Debt with variable interest rates (811.8) - (916.4) (350.7) (565.7) - - - - Total (1,096.9) - (1,216.4) (509.2) (616.9) (44.5) (2 7.7 ) (18.1) - Derivative financial assets/liabilities Interest rate swaps hedge accounted 0.4 50.0 0.4 0.4 - - - - - Forward exchange contracts used for hedging - - - - - - - - - Other foreign exchange contracts - - - - - - - - - Total 0.4 50.0 0.4 0.4 - - - - - During 2023, PGS raised $525 million of new debt, which together with cash on balance sheet was used to repay $798.3 million of debt. These transactions reduced the overall debt amount and extended the debt maturity profile, thereby reducing the near-term refinancing risk significantly. In Q3 2023, PGS raised approximately $40.6 million of new equity. The net proceeds were used to increase liquidity and to further contribute to a financially robust combined entity following the ongoing merger with TGS. In Q1 2024 PGS prepaid the remaining $69.8 million TLB maturing in March 2024 and secured a loan from TGS for a $60 million super senior loan through amending, extending and increasing the $50 million super senior loan to $60 million. As of December 31, 2023, PGS had cash and cash equivalents totaling $177.7 million, compared to $363.8 million as of December 31, 2022. Net interest-bearing debt amounted to $542.0 million on December 31, 2023, compared to $616.7 million as of December 31, 2022, and the Company reached its targeted maximum level for net interest-bearing debt (excluding lease liabilities) of $500 to 600 million. With the reduced debt amount, extended maturity profile on the debt and adequate liquidity position the Company expects to comply with debt covenants and be able to manage all scheduled debt amortization. However, if with an adverse development, the Company in the future were to breach a financial covenant in the main credit agreements or become unable to settle amortization on the agreed payment dates, this would represent a default under the relevant agreements. An event of default in one facility may represent an event of default in other facilities and agreements. While the Company could achieve waivers or standstill agreements, there would be a risk that the lenders inter alia having a pledge over the shares in PGS Holding II Ltd (a holding company that indirectly owns and controls all material subsidiaries of the group), by 50% majority in the relevant debt instrument can accelerate and enforce this and other pledges over all major assets. The ECF lenders may also enforce their pledges, including those over the four Titan class vessels. Pending the completion of the Merger, the Company is restricted from taking certain actions otherwise available to the Company in managing its financing and liquidity, including the issuance of additional equity or new debt, amending existing credit agreements or acquisition or disposal of major assets (with certain exceptions). Interest rate hedge accounting The Company entered into interest rate swaps totaling a notional amount of $225 million during 2019 and 2020. These were all designated as hedging instruments in 2020 and all subsequent change in the value of these swaps were recorded in other comprehensive income as the effective portion of the designated and qualified hedging instrument. Swaps with a notional amount of $175 million matured during 2022. The remaining swap with a notional amount of $50 million matured in March 2023 and since then the Company has not entered into any interest rate swaps. The Company had no interest rate swaps as of December 31, 2023. The swaps with a notional amount of $50 million had a positive fair value of $0.4 million of December 31, 2022. Foreign exchange rate hedge accounting The majority of revenues are in USD. The Company previously entered into derivatives accounted for under fair value hedge relationships to hedge the currency risk. The Company had no foreign exchange rate hedging as of December 31, 2023 and 2022. PGS Annual Report 2023 79 Note 23 – Leases, Contingent Liabilities and Provisions Company as lessee The Company has lease contracts for various seismic vessels, equipment and buildings used in its operations. Leases of seismic vessels have lease terms between 2 and 10 years, while buildings and equipment generally have lease terms between 1-15 years and 1-6 years. There are several lease contracts that include extension and termination options which are further described below. The Company also has certain leases with lease terms of 12 months or less and leases of equipment with low value. The Company applies the ‘short-term lease’ and ‘lease of low-value assets’ recognition exemptions for these leases. Set out below are the carrying amounts of right-of-use assets recognised and the movements during the period: 2023 2022Buildings, Buildings, Seismic vessels fixtures and Seismic vessels fixtures and (In millions of US dollars)and equipmentfurniture Totaland equipmentfurniture TotalBalance as of January 1 22.3 26.1 48.4 31.4 23.3 54.7Additions (Note 17) 1 7.9 9.9 27.8 - 11.6 11.6Remeasurement/Other (Note 17) (0.1) 0.1 - - (0.3) (0.3)Asset retirements (Note 17) - (3.2) (3.2) - - - Depreciation expense (Note 17) (12.2) (6.7) (18.9) (9.1) (8.5) ( 1 7.6)Balance as of December 31 27. 9 26.2 54.1 22.3 26.1 48.4 Set out below are the carrying amounts of lease liabilities and the movements during the period: 2023 2022Buildings, Buildings, Seismic vessels fixtures and Seismic vessels fixtures and (In millions of US dollars)and equipmentfurniture Totaland equipmentfurniture TotalBalance as of January 1 52.7 34.5 87.2 80.4 34.4 114.8 Additions 22.4 9.9 32.3 - 11.3 11.3 Interest 3.9 3.4 7.3 4.4 2.0 6.4 Lease payments (30.4) (8.9) (39.2) (30.7) (11.8) (42.5)Remeasurements (a) (4.3) (2.4) (6.7) (1.4) (1.4) (2.8)Balance as of December 31 44.3 36.5 80.8 52.7 34.5 87.2 (a) Remeasurement due to changes in capitalized portion of lease and change in lease period. The maturity of lease liabilities is as follows: Year ended December 31,2023 2022Buildings, Buildings, Seismic vessels fixtures and Seismic vessels fixtures and (In millions of US dollars)and equipmentfurniture Totaland equipmentfurniture TotalLess than one year 28.7 9.1 3 7.8 24.3 8.3 32.6 Between 1 and 2 years 14.8 6.7 21.5 19.4 6.2 25.6Between 2 and 3 years 0.8 6.1 6.9 9.0 5.3 14.3Between 3 and 4 years - 6.2 6.2 - 4.8 4.8Between 4 and 5 years - 2.9 2.9 - 4.7 4.7More than 5 years - 5.5 5.5 - 5.2 5.2 Total 44.3 36.5 80.8 52.7 34.5 87.2 The following are the amounts recognised in profit and loss: December 31,(In millions of US dollars) 2023 2022Interest on lease liabilities adopted under IFRS 16 7.3 6.4 Expenses relating to short term and low value leases 27.0 1 7.4 Depreciation expences of rights-of-use assets 18.9 1 7.6Total 53.2 41.4 The Company had total cash outflows for leases of $66.2 million in 2023, and $59.9 million in 2022. The Company also had non-cash additions to right-of-use assets and lease liabilities of $27.8 million in 2023 and $11.6 million in 2022. PGS Annual Report 2023 80 Seismic support vessels The Company leases a total of six seismic support vessels under time-charter agreements which expire in 2025-2026. For four of these seismic support vessels the lease period started in 2015-2016 and the lessor holds options to purchase each vessel from the 3rd party owner at certain times during the lease and at the end of the lease term. At the end of each lease, the 3rd party owner may also require the lessor to purchase the vessel for a pre-determined amount. Should the lessor not purchase the vessel, the 3rd party owner may require PGS to purchase the vessel for a price of $5.5 million per vessel which is estimated to be less than fair value. The other two seismic support vessels (Thor Omega and Ocean Mermaid) were added to the leased fleet in 2023, with the leases expiring in 2026 and 2025, respectively. Seismic vessels The Company leases two 3D survey vessels, Sanco Swift and Apollo. Sanco Swift is under a time charter agreement which was renewed for another 2 years in 2023, ending in 2025. Sale and leaseback In 2015, the Company entered into a sale and operating bareboat leaseback for the 3D vessel PGS Apollo. The remaining leaseback period is 1.5 years, expiring in (In millions of US dollars) five years five years Total five years 2025, with an option to extend for a 5-year period. PGS has the option but no obligation, to acquire the vessel after the end of year 8 (2023).Extension and termination optionsSet out below are the undiscounted potential future rental payments relating to periods following the exercise date of extension and termination options, irrespective of the likelihood of exercise, that are not included in the lease term:Year ended December 31,2023 2022Within More than Within More than five years Total Extension options expected not to be exercised 161.2 79.6 240.8 170.7 79.8 250.5 Termination options expected to be exercised - - - - - - Total 161.2 79.6 240.8 170.7 79.8 250.5 Note 24 – Accrued Expenses and Other Current LiabilitiesAccrued expenses consist of the following:December 31,(In millions of US dollars) 2023 2022Accrued capex 6.3 3.0 Accrued commissions 1.6 0.2 Accrued employee benefits 33.7 32.5 Accrued interest expenses 15.9 1.6 Accrued legal expenses 11.4 7.9 Accrued revenue share 40.0 19.2 Accrued sales tax and VAT 16.4 14.2 Accrued vessel operating expenses 22.5 23.3 Other 3.0 2.3 Total 150.8 104.2 Note 25 – Other Non-Current LiabilitiesOther non-current liabilities consist of the following:December 31,(In millions of US dollars) 2023 2022Pension liability (Note 26) 1.9 2.3 Other 1.8 2.0 Total 3.7 4.3 Note 26 – Pension Obligations Defined benefits plans Plan characteristics The Company operates a defined benefit pension plan in the UK. The defined benefit plan was closed to new entrants in 2006 and to further vesting in 2015. The plan is administered through a pension trust which is legally separate from the Company. It is the Company’s general practice to fund defined benefit plans in accordance with applicable statutory requirements. In addition, as described in Note 30, the CEO and one executive officer have an early retirement plan allowing for termination of employment without cause when the CEO or the executive officer reaches the age of 62. Full early retirement benefits are defined as 60% of the last base salary beginning in the year of retirement. The CEO is eligible for 85% of full benefits if he retires at the age of 62 and full benefits if he retires at the age of 65. The executive officer is eligible for full benefits if he retires at the age of 62. The early retirement benefits cease when the CEO and executive officer reach the age of 67. PGS Annual Report 2023 81 Actuarial valuations and assumptions The actuarial valuations are performed by independent actuaries in Norway and UK. Risks Actuarial valuations as applied in the consolidated financial statements are based upon financial and demographic assumptions which may be impacted by future events. Such future events include, but are not limited to, longer than expected longevity of participants, lower than expected return on investments and higher than expected inflation. Changes to assumptions may increase the liabilities or reduce the value of assets of the plan. Financial impact A summary of changes in the plans’ aggregate projected benefit obligations and fair values of assets are summarized as follows: (In millions of US dollars) 2023 2022 Projected benefit obligations (PBO) as of January 1, (a) 117.3 222.6 Service cost 0.1 0.2 Interest cost 5.7 3.8 Actuarial loss (gain), arising from changes in financial assumptions 2.1 (93.6)Actuarial loss (gain), arising from changes in demographic assumptions (1.9) (0.3)Actuarial loss (gain) due to scheme experience 5.9 9.9 Benefits paid (3.3) (3.7)Exchange rate effects 3.1 (21.4)Projected benefit obligations (PBO) as of December 31, (a) 129.0 117.3 (a) $1.9 million and $2.3 million arise from unfunded plans as of December 31, 2023 and 2022, respectively. Change in fair value of pension plan assets: (In millions of US dollars) 2023 2022 Fair value of plan assets as of January 1, 136.9 194.2 Expected return on plan assets 6.8 3.4 Employer contributions - 8.5 Actuarial gain (loss) arising from return on plan assets (0.8) (46.2)Benefits paid (2.9) (3.2)Exchange rate effects 3.6 (19.8)Fair value of plan assets as of December 31, 143.6 136.9 The aggregate funded status of the plans and amounts recognized in the Company’s consolidated statements of financial position are summarized as follows:December 31, (In millions of US dollars) 2023 2022 Projected benefit obligation (PBO) 129.0 117. 3Fair value of plan assets 143.6 136.9Currency effects (0.4) 0.1 Net pension liability (surplus) (15.0) (19.5)The net amount recognized as accrued pension liability is presented as other non-current liabilities (see Note 25). The net amount recognized as accrued pension surplus is presented as other non-current assets (see Note 19). The net periodic pension cost for the Company’s defined benefit pension plans is summarized as follows: Year ended December 31, (In millions of US dollars) 2023 2022 Service cost 0.1 0.2 Interest cost 5.7 3.8Expected return om plan assets/net interest cost (6.8) (3.4)Net periodic pension cost (0.9) 0.6 PGS Annual Report 2023 82 The net periodic actuarial gains and losses arising from the Company’s defined benefit plans and recorded in other comprehensive income is as follows: Year ended December 31,(In millions of US dollars) 2023 2022Actuarial gain (loss), arising from changes in financial assumptions (2.1) 93.6Actuarial gain (loss), arising from changes in demographic assumptions 1.9 0.3Actuarial gain (loss) due to scheme experience (5.9) (9.9)Actuarial gain (loss) arising from return on plan assets (0.8) (46.3)Net actuarial gain (loss) recognized in other Comprehensive income (6.9) 37.7 Significant acturial assumptions:2023 2022 Norway UK Norway UKDiscount rate 3.10% 4.64% 3.00% 4.83%Return on plan assets 4.64% 4.83%Compensation increase 3.50% 3.50% The discount rate assumptions used for calculating pensions reflect the rates at which the obligations could be effectively settled. Observable long-term rates on corporate bonds are used for the Norwegian and UK plans. Plan asset allocation The Company’s pension plan asset allocations, by asset category, are presented by major plan group as follows: December 31, (In millions of US dollars) 2023 2022Fair value plan assets 143.5 136.9Plan assets at fair value with quoted prices in active markets for identical assets Equity/diversified growth funds 7% 12%Bonds 89% 84%Real estate 2% 2%Other 2% 2%Total 100% 100% Management of plan assets must comply with applicable laws and regulations in Norway and the UK where the Company provides defined benefits plans. Within constraints imposed by laws and regulations and given the assumed pension obligations and future contribution rates, assets are managed to obtain a long-term rate of return that at least reflects the chosen investment risk. Sensitivity The following table show the sensitivity to the principal assumptions of the present value of the defined benefit obligation. The sensitivities shown below are approximate and each sensitivity considers one change in isolation. (In millions of US dollars) Change in assumptions Change in liabilitiesDiscount rate Decrease of 1.0% p.a. 18.7%Inflation rate Increase of 1.0% p.a. 12.1% The Company does not expect to make further contributions to its defined benefit pension plans in 2024 as the scheme is in a surplus position. Defined contribution plans Substantially all employees are eligible to participate in pension plans in accordance with local industrial, tax and social regulations. All these plans are considered defined contribution plans. For some of the plans, subject to statutory limitations, employees may make voluntary contributions in addition to the Company’s contributions. Plan contributions made by the company aggregated $7.8 million and $6.7 million for 2023 and 2022, respectively. Plan contributions made by employees aggregated $5.3 million and $4.3 million for 2023 and 2022, respectively. Note 27 — Shareholder Information At the Annual General Meeting (“AGM”) held on April 26, 2023, the following authorizations were given for the Board of Directors: i. authorization to acquire treasury shares ii. authorization to increase the share capital iii. authorization to issue convertible loans The protocol from the Annual General Meeting held on April 26, 2023, is available for download at the PGS website. As of December 31, 2022, PGS ASA had a share capital of NOK 2,728,649,142 comprising of 909,549,714 shares of par value NOK 3 each, all fully paid. PGS Annual Report 2023 83 On September 18, 2023, the TGS and PGS announced that they have agreed the principal terms of a combination of TGS and PGS to create a strong full-service energy data company. On December 1, 2023, shareholders of PGS and TGS approved the merger with close to 100% support. The process with the Norwegian and UK competition authorities is ongoing and the Company expect the legal merger process to close in Q2 2024. In Q3 2023, the Company also successfully completed a private placement raising gross proceeds of NOK 439.3 million (approximately USD 40.6 million) through the allocation of 45,760,726 new shares in the Company, each at a subscription right of NOK 9.60 per new share. As of December 31, 2023, PGS ASA had a share capital of NOK 2,865,931,320 comprising of 955,310,440 shares of par value NOK 3 each, all fully paid. 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 Directors will not propose any dividend to the AGM in 2024 for the year ended December 31, 2023. The Company’s holding of treasury shares reconciles as follows:% of total shares Treasury sharesoutstanding Balance as of January 1, 2022 5,255 0.00%Share buy-back for settlement of PRSUs granted under 2019 Long-term Incentive Plan (Note 29) 500,000 0.05%Shares used in settlement of PRSUs granted under 2019 Long-term Incentive Plan (Note 29) (230,169) (0.03%)Balance as of December 31, 2022 275,086 0.03%Share buy-back for settlement of PRSUs granted under 2020 Long-term Incentive Plan (Note 29) 1,575,000 0.16%Shares used in settlement of PRSUs granted under 2020 Long-term Incentive Plan (Note 29) (530,388) (0.06%)Balance as of December 31, 2023 1,319,698 0.14% The 20 largest shareholders (a) in PGS ASA were as follows:December 31, 2023 Total shares Ownership percentJ.P. Morgan SE 51,363,324 5.4.Interactive Brokers, L.L.C. 51,003,926 5.3Morgan Stanley & Co. L.L.C 40,872,211 4.3State Street Bank and Trust Comp 35,697,330 3.7Goldman Sachs International 28,853,138 3.0HSBC Bank Plc 26,937,005 2.8The Bank of New York Mellom 25,895,924 2.7The Bank of New York Mellom 24,250,605 2.5Goldman Sachs & Co. LLC 19,387,211 2.0State Street Bank and Trust Comp 18,312,659 1.9The Bank of New York Mellom 15,505,708 1.6J.P. Morgan SE 14,521,060 1.5SEB AB 13,177,618 1.4VERDIPAPIRFONDET DNB SMB 13,010,105 1.4The Bank of New York Mellom 13,001,102 1.4VERDIPAPIRFONDET FIRST GENERATOR 12,684,447 1.3State Street Bank and Trust Comp 11,860,766 1.2The Bank of New York Mellom 11,373,264 1.2State Street Bank and Trust Comp 10,836,266 1.1The Bank of New York Mellom 9,646,859 1.0Other 507,119,912 53.3Total 955,310,440 100.0 (a) The data in this table is from Euronext Securities Oslo, former Norwegian Central Securities Depository (VPS). PGS Annual Report 2023 84 Shares owned or controlled by members of the Board of Directors, Chief Executive Officer and Other Executive Officers were as follows: December 31, 2023Ownership Total sharespercentBoard of Directors Walter Qvam, Chairperson 135,000 (a)Trond Brandsrud 110,000 (a)Anne Grethe Dalane 73,000 (a)Richard Herbert 116,000 (a)Shona Grant 75,000 (a)Ebrahim Attarzadeh - (a)Emiliana Rice-Oxley - (a)Anette Valbø 13,354 (a)Carine Roalkvam 970 (a)Eivind Vesterås 158,500 (a)Chief Executive Officer and Other Executive Officers Rune Olav Pedersen, President and Chief Executive Officer 726,151 (a)Gottfred Langseth, Executive Vice President and Chief Financial Officer 1,304,808 (a)Rob Adams, Executive Vice President of Operations 52,637 (a)Berit Osnes, Executive Vice President New Energy 78,718 (a)Nathan Oliver, Executive Vice President of Sales & Services 33,255 (a) (a) Less than 1% of the Company’s shares as of December 31, 2023 Note 28 – Related Party Transactions The following transactions were carried out with related parties: Year ended December 31,(In millions of US dollars) 2023 2022Sale of goods and services Associates – MultiClient data - - Associates – Other services 32.6 33.7 Transactions with related parties are mainly proceeds from sale of goods and services to Ocean Geo-Frontier Co. Ltd. Such goods and services are administered by Ocean Geo-Frontier on behalf of the Company and its partners and invoiced by Ocean Geo-Frontier to the external end customer, Japan Oil, Gas and Metals National Corporation (“JOGMEC”). The Company has $0.2 million and $0.2 million in outstanding balances with related parties as of December 31, 2023 and 2022, respectively. All transactions with related parties are priced on an arm’s length basis. Chief Executive Officer (“CEO”), other Executive Officers and Directors of the Company are also on the Board of certain customers and suppliers. As of December 31, 2023 and 2022, the Company did not have any significant outstanding balances with any of these companies. Note 29 – Share Based Payment Programs PRSU’s granted under the Company’s employee share- based programs are as follows: Additional options Additional options Grant Year PRSU's granted granted yeargranted Description 2020 2 399 050 - - Performance Based Restricted Stock Plan (PRSU) 2021 5 993 000 - - Performance Based Restricted Stock Plan (PRSU) 2022 6,712,000 - - Performance Based Restricted Stock Plan (PRSU) 2023 4,639,000 - - Performance Based Restricted Stock Plan (PRSU) PGS Annual Report 2023 85 The programs Settlement of the PRSUs granted and subsequent transfer of shares to the eligible employee will take place three years after the grant subject to the Company achieving a satisfactory Total Shareholder Return (“TSR”) compared to the companies in LTI Comparator Group adjusted for dividends. For PRSUs granted under the 2021-2023 LTI Plan, 75% of the PRSUs will settle subject to the TSR goal as outlined above and 25% subject to a goal on Return on Capital Employed (“ROCE”). On September 18, 2023, TGS and PGS announced that they have agreed the principal terms of a combination of TGS and PGS to create a strong full-service energy data company. All the outstanding PRSUs will settle in full one day prior to the merger closing date, using the volume weighted average PGS share price two days prior to the merger closing date. Effect on financial statements For the years ended December 31, 2023 and 2022, the Company recognized compensation cost with a corresponding increase in shareholders’ equity of $0.7 million and $0.8 million, respectively. Total net unrecognized compensation cost as of December 31, 2023, was $6.2 million, which is expected to be recognized over a period of 3 years unless settled in full at the completion of the merger with TGS. In 2023, a total of 1,024,104 PRSUs issued under the 2020 Long Term Incentive Plan (“LTI Plan”) settled into PGS shares. The participants had the options of (1) receive all shares, (2) receive all cash or (3) 50/50 split of shares and cash. The Company initiated and completed a share buy-back program to cover possible settlement of PRSU’s granted under the Company’s 2020 LTI Plan for employees. 1,575,000 shares were bought back under the program, and 530,388 shares were used as settlement to employees. In addition, 493,716 PRSUs were settled in cash to employees. The tables below detail the Company’s outstanding PRSUs for the years presented: Year ended December 31, 2023PRSUs PRSUs PRSUs as of PRSUs settled relating lapsed relating Weighted-December 31, granted PRSUs to 2020 to 2020 PRSUs as of average remaining Grant date 20232023 forfeitedPRSU grantPRSU grantDecember 31, 2023 contractual term 2019 39,000 - (39,000) - - - -2020 2,158,050 - (45,250) (1,028,485) (1,084,315) - -2021 5,573,000 - (164,000) - - 5,409,000 0.42 years2022 6,633,000 - (210,000) - - 6,423,000 1.42 years2023 - 4,639,000 (50,000) - - 4,589,000 2.42 years Total 14,403,050 4,639,000 (508,250) (1,028,485) (1,084,315) 16,421,000 1.37 years * PRSUs adjusted by 41,108 compared the end of year 2022. Year ended December 31, 2022 PRSUs PRSUs PRSUs as of PRSUs settled relating lapsed relating Weighted-December 31, granted PRSUs to 2019 to 2019 PRSUs as of average remaining Grant date 2022 2022 forfeitedPRSU grantPRSU grantDecember 31, 2022 contractual term 2019 2,105,900 - (30,800) (488,366) (1,506,626) 80,108 - 2020 2,223,550 - (61,500) (4,000) - 2,158,050 0.65 years 2021 5,718,000 - (135,000) (10,000) - 5,573,000 1.37 years 2022 - 6,712,000 (79,000) - - 6,633,000 2.37 years Total 10,047,450 - (306,300) (502,366) (1,506,626) 14,444,158 1.72 years The table below details the Company’s assumptions used to calculate estimated fair value at grant date: Estimated fair value PRSU's outstanding Weighted average share at grant date (average Grant date December 31, 2023 price at grant dateNOK/USD per PRSU) Description 2020 - NOK 3.40 NOK 2.15 / $0.24 Performance Based Restricted Stock Units (“PRSU”) 2021 5,409,000 NOK 5.36 NOK 4.03 / $0.49 Performance Based Restricted Stock Units (“PRSU”) 2022 6,423,000 NOK 5.20 NOK 4.31 / $0.44 Performance Based Restricted Stock Units (“PRSU”) 2023 4,589,000 NOK 7.24 NOK 6.20 / $0.57 Performance Based Restricted Stock Units (“PRSU”) Total 16,421,000 The estimated fair value of the PRSUs granted are lower than the weighted average share price at the same date as the fair value of the PRSUs is reduced due to the performance conditions in the program. PGS Annual Report 2023 86 Note 30 – Salaries and Other Personnel Costs, Number of Employees, and Remuneration to the Board of Directors, Executive Officers and Auditors Salary and social expenses that are included in cost of sales, research and development costs and selling, general and administrative costs consist of: Year ended December 31,(In millions of US dollars) 2023 2022Salaries and bonuses 126.6 120.0 Social security 16.0 11.9 Pension 8.0 8.9 Other benefits 12.1 12.2 Total 162.7 153.0 The Company had an average of 1,210 and 1,139 regular employees and temporarily contracted personnel during the years ended December 31, 2023 and 2022, respectively. In preparation for compliance with CSRD (Corporate Social Responsibility Directive) for FY 2024, statistics on employee numbers for FY 2023 and FY 2022 include temporarily contracted persons. Chief Executive Officer (“CEO”) and Senior Executives In 2023, the Company paid compensation to its President and CEO and other executive officers as follows: Total compensation paid in 2023 (a) Total paid salary and Other compensation Pension Name Fixed salary Bonus (b) PRSUs (c) benefits (d)(in dollars)benefits (e)Rune Olav Pedersen President and Chief Executive Officer 570,041 699,555 91,901 15,615 1,377,112 149,973Gottfred Langseth Executive Vice President and Chief Financial Officer 404,900 277,487 41,027 20,537 743,952 86,184Nathan Oliver Executive Vice President of Sales & Services 349,282 253,372 41,027 22,786 666,468 33,438Berit Osnes Executive Vice President of New Energy (e) 349,282 117,291 27,352 10,883 504,807 41,558Rob Adams Executive Vice President of Operations 349,282 252,891 41,027 15,615 658,816 31,868 (a) Amounts in NOK have been translated to US Dollars using average exchange rate for 2023 of NOK/USD 10.5647. (b) Bonus paid out in 2023, based on the prior years bonus agreement. (c) The PRSU remuneration is related to PRSUs settled from the 2020 PRSU grants. (d) Includes items such as car allowance, house allowance, telephone, internet and other minor benefits. (e) Contribution to defined contribution plans (Norway) and earned benefits for members of the defined benefit plan. In relation to the Merger (defined in Note 1), the Senior Executives and CEO may receive a total cash bonus of up to 100% and 150% of the base salary respectively. The first part of the bonus, representing 2/3 of total amount, was triggered upon approval of the Merger at the PGS’ extraordinary general meeting on 1 December 2023. This bonus was paid out in 2024. The remaining 1/3 of the bonus is payable at the complete discretion of the Board of Directors of TGS ASA following completion of the Merger, estimated to occur during the second quarter 2024. PRSU’s held by the CEO and executive officers as of December 31, 2023 were as follows: Marked value PRSUs PRSUs settled PRSUs PRSUs as of PRSUs settled relating relating to lapsed relating PRSUs as of Weighted average December 31, granted to 2020 PRSU 2020 PRSU to 2020 PRSU December 31, remaining Name20222023grantgrant (USD)grant2023contractual term Rune Olav Pedersen 1,057,000 329,000 (126,000) 91,901 (42,000) 1,218,000 1.34Gottfred Langseth 446,000 140,000 (56,250) 41,027 (18,750) 511,000 1.35Nathan Oliver 446,000 140,000 (56,250) 41,027 (18,750) 511,000 1.35Berit Osnes 315,000 140,000 (37,500) 27,352 (12,500) 405,000 1.45Rob Adams 446,000 140,000 (56,250) 41,027 (18,750) 511,000 1.35 The outstanding PRSUs will settle in full one day prior to the Merger closing date, using the volume weighted average PGS share price two days prior to the merger closing date. As set forth in the Merger plan approved by the Company Extraordinary General Meeting, the PRSUs shall be settled in cash - and not as treasury shares. The settlement is expected to occur during the second quarter 2024. PGS Annual Report 2023 87 In 2022, the Company paid compensation to its President and CEO and other executive officers as follows: Total compensation paid in 2022 (a)Total paid salary and Other compensation (in Pension Name Fixed salary Bonus (b) PRSUs (c) benefits (d)dollars)benefits (e)Rune Olav Pedersen President and Chief Executive Officer 575,803 306,452 31,550 17,083 930,888 164,899 Gottfred Langseth Executive Vice President and Chief Financial Officer 423,734 111,449 14,085 22,374 571,641 92,315 Nathan Oliver Executive Vice President of Sales & Services 365,690 130,450 14,085 41,699 551,923 35,082 Berit Osnes Executive Vice President of New Ventures (f) 365,690 102,751 14,085 12,052 494,577 43,862 Rob Adams Executive Vice President of Operations 366,961 130,450 5,634 17,533 520,578 33,486 (a) Amounts in NOK have been translated to US Dollars using average exchange rate for 2022 of NOK/USD 9.6245. (b) Bonus paid out, based on the prior years bonus agreement (c) The PRSU remuneration is related to PRSUs settled from the 2019 PRSU grants. (d) Includes items such as car allowance, house allowance, telephone, internet and other minor benefits. (e) Contribution to defined contribution plans (Norway) and earned benefits for members of the defined benefit plan. PRSU’s held by the CEO and executive officers as of December 31, 2022 were as follows:Marked value PRSUs PRSUs settled PRSUs Weighted PRSUs as of PRSUs settled relating relating to lapsed PRSUs as of average December 31, granted to 2019 2019 PRSU relating to 2019 December 31, remaining Name20212022PRSU grantgrant (USD)PRSU grant2022contractual term Rune Olav Pedersen 756,000 469,000 (40,748) 31,550 (127,252) 1,057,000 1.79 Gottfred Langseth 325,000 196,000 (18,191) 14,085 (56,809) 446,000 1.76 Nathan Oliver 325,000 196,000 (18,191) 14,085 (56,809) 446,000 1.76 Berit Osnes 250,000 140,000 (18,191) 14,085 (56,809) 315,000 1.97 Rob Adams 280,000 196,000 ( 7, 2 76 ) 5,634 (22,724) 446,000 1.66 See Note 27 for shares held by the Company’s CEO and other executive officers and Note 29 for further information on the share- based payments programs. Rune Olav Pedersen, President and CEO of the Company, had an annual fixed salary of NOK 5,426,000 in 2023. The CEO has a mutual 6-months period of notice. The CEO is, both during and after the employment, obliged to refrain from taking employment with companies that are in direct or indirect competition with PGS. This prohibition applies for a period of two years from the termination date unless the Company sets a shorter period of time. Other executive officers have similar provisions in their employment terms, with periods of notice of twelve months or less. However, if in relation to the Merger the CEO or any of the Senior Executives is terminated or resigns as a consequence of being made redundant from current roles, or being offered roles at a lower complexity level and decides to leave the company for that reason, the termination notice period shall for each be 6 months and each will be entitled to subsequent 12 months of severance pay (24 months for the CEO due to an equally long non-compete clause). The severance pay will be reduced if the recipient receives income from other employers during the severance period. Board of Directors None of our Directors has any contract with the Company providing benefits upon termination of service.The table below provides information about Director compensation for 2023:Name Position Director since Term expire Compensation (In dollars) (a,b)Walter Qvam Chairperson 2013 2024 110,442Anne Grethe Dalane Vice Chairperson 2013 2024 77,055Richard Herbert Director 2017 2024 70,794Trond Brandsrud Director 2019 2024 72,201Shona Grant Director 2022 2024 67,878Ebrahim Attarzadeh Director 2022 2024 77,880Emeliana Rice-Oxley Director 2023 2024 36,976Carine Roalkvam Director (Empl.rep) 2023 2025 8,519Eivind Vesterås Director (Empl.rep) 2021 2025 12,621Anette Valbø Director (Empl.rep) 2015 2025 12,621 Total 546,987 (a) Amounts in NOK have been translated to US Dollars using average exchange rate for 2023 of NOK/USD 10.5647. (b) None of the members or deputy members of the board received compensation from any other Group companies, except for the employee representatives. Their remuneration as employees is not included above. PGS Annual Report 2023 88 The table below provides information about our Directors and compensation for 2022: Name Position Director since Term expire Compensation (In dollars) (b)Walter Qvam Chairperson 2013 2023 109,118 Anne Grethe Dalane Vice Chairperson 2013 2023 73,858 Marianne Kah Director 2018 2023 73,928 Richard Herbert Director 2017 2023 75,004 Trond Brandsrud Director 2019 2023 68,932 Shona Grant Director 2022 2023 33,548 Ebrahim Attarzadeh Director 2022 2023 39,754 Eivind Vesterås Director (Empl.rep) 2021 2023 12,569 Anette Valbø Director (Empl.rep) 2015 2023 12,569 Gunhild Myhr Director (Empl.rep) 2021 2023 12,569 Total 511,849 (a) Amounts in NOK have been translated to US Dollars using average exchange rate for 2022 of NOK/USD 9.5472. (b) None of the members or deputy members of the board received compensation from any other Group companies, except for the employee representatives. Their remuneration as employees is not included above. See Note 27 for shares held by the Company’s Board of Directors. Remuneration of executive personnel Pursuant to the Norwegian Public Limited Liability Companies Act, section 6-16 a (2), the Board has prepared a policy for executive remuneration. This policy was approved by the Company’s Annual General Meeting in 2021 and is available on www.pgs.com. In accordance with the Norwegian Public Limited Liability Companies Act, section 6-16 b, PGS will prepare a Senior Executive Remuneration Report for release ahead of the scheduled 2024 Annual General Meeting. The Senior Executive Remuneration Report will describe: • The total remuneration paid to the CEO and Senior Executives during the previous fiscal year, • Share based remuneration, • Remuneration vs policy, voting and performance criteria, and • CEO and Senior Executive remuneration – comparisons. The Remuneration and Corporate Governance Committee of the Board is responsible for reviewing executive remuneration and making recommendations to the Board. The Board ensures that remuneration objectives reflect the convergence of the financial interests of executive personnel and shareholders. The Senior Executive Remuneration Report will be available for download at the PGS website. Remuneration of auditor Fees for audit and other services provided by the Company’s auditor EY, are as follows (exclusive VAT and including out of pocket expenses): Year ended December 31,(In millions of US dollars) 2023 2022Audit fees 1.3 1.4Tax services 0.2 0.2All other fees - -Total 1.5 1.6 Note 31 – Subsidiaries The ownership percentage in subsidiaries as of December 31, 2023, was as follows: Company Jurisdiction Shareholding and voting rightsPGS Australia Pty. Ltd. Australia 100%Seahouse Insurance Ltd. Bermuda 100%PGS Suporte Logistico e Servicos Ltda. Brazil 100%PGS Data Processing Middle East SAE Egypt 100%PGS Egypt for Petroleum Services Egypt 99.99%PGS Ghana Limited Ghana 90%PT Petroprima Geo-Servis Nusantara Indonesia 94.36%PGS Japan K.K. Japan 100%Petroleum Geo-Services Exploration (M) Sdn. Bhd. Malaysia 100% PGS Annual Report 2023 89 PGS Data Processing & Technology Sdn. Bhd. - under liquidation Malaysia 100%PGS Imaging, S.A. de C.V. - under liquidation Mexico 100%PGS Geophysical Nigeria Ltd. Nigeria 99.99%Petroleum Geo-Services AS Norway 100%PGS Shipowner AS Norway 100%Multiklient Invest AS Norway 100%PGS Falcon AS Norway 100%PGS Geophysical AS Norway 100%PGS Titans AS Norway 100%Natuna Ventures Pte. Ltd. - under liquidation Singapore 100%Petroleum Geo-Services Asia Pacific Pte. Ltd. Singapore 100%PGS Geophysical (UK) Ltd. United Kingdom 100%Panoceanic Energy Limited United Kingdom 100%PGS Seismic Services Ltd UK United Kingdom 100%Petroleum Geo-Services (UK) Ltd. United Kingdom 100%PGS Exploration (UK) Ltd. United Kingdom 100%PGS Geophysical (Angola) Ltd. United Kingdom 100%PGS Pension Trustee Ltd. United Kingdom 100%PGS Holding I Ltd United Kingdom 100%PGS Holding II Ltd United Kingdom 100%Petroleum Geo-Services, Inc. United States 100%PGS Finance, Inc. United States 100%NCS SubSea Inc. United States 100% Subsidiaries with minority interests are not considered significant and as such, are not disclosed in the consolidated statements of financial position and the consolidated statement of changes in shareholders’ equity. FINANCIAL STATEMENTS PARENT COMPANY PGS Annual Report 2023 91 PGS ASA (Parent Company) Statements of Prot and Loss Year ended December 31, (In millions of NOK) Note 2023 2022 Revenue 2 - - Selling, general, administrative and other costs 2 (70.7) (72.9) Total operating expenses (70.7) (72.9) Operating loss (70.7) (72.9) Intercompany interest income (expense) 2 179.3 102.8 Other interest income (expense) 3 0.5 (18.4) Dividends/group contributions received from subsidiaries 2 883.9 - Other financial items, net 2, 4 46.7 (45.7) Income (loss) before income taxes 1,039.6 (34.2) Income tax 5 (12.5) - Net income (loss) 1,027.1 (34.2) PGS Annual Report 2023 92 PGS ASA (Parent Company) Statements of Financial Position December 31, (In millions of NOK) Note 2023 2022 ASSETS Non-current assets: Shares in subsidiaries 1, 6 2,262.8 2,262.8 Intercompany receivables 1, 2 4,279.0 2,762.0 Total non-current assets 6,541.8 5,024.8 Current assets: Intercompany receivables 2 - 2.5 Other current assets 2.7 5.9 Restricted cash 7 0.3 0.3 Cash and cash equivalents 7 0.7 43.4 Total current assets 3.7 52.1 Total assets 6,545.5 5,076.9 LIABILITIES AND SHAREHOLDERS' EQUITY Shareholders' equity: Share capital; par value NOK 3; issued and outstanding 955,310,440 shares 8 2,855.9 2,718.6 Treasury shares, par value 8 (10.6) (2.0) Additional paid-in capital 8 7,347.2 7,040.2 Total paid in capital 10,192.6 9,756.8 Other equity 8 (3,771.8) (4,799.0) Total shareholders' equity 6,420.8 4,957.8 Current liabilities: Intercompany debt 2 - 13.5 Public duties payable 5 11.3 - Accrued expenses and other short-term liabilities 9 113.4 105.6 Total current liabilities 124.7 119.1 Total liabilities and shareholders' equity 6,545.5 5,076.9 Oslo, April 23, 2024 Board of Directors PGS ASA Emeliana Dallan Rice Oxley Director Anette Valbø Director Walter Qvam Chairperson Trond Brandsrud Director Eivind Vesterås Director Anne Grethe Dalane Director Ebrahim Attarzadeh Director Carine Roalkvam Director Richard Herbert Director Shona Grant Director Rune Olav Pedersen President & Chief Executive Ocer PGS Annual Report 2023 93 PGS ASA (Parent Company) Statements of Cash Flows Year ended December 31, (In millions of NOK) Note 2023 2022 Cash flows provided by (used in) operating activities: Net income (loss) 1,039.6 (34.2) Dividends/group contributions 2 (883.9) - Tax expenses (12.5) - Foreign exchange (gain) loss, unrealized 4 54.6 (1.0) Changes in current assets and current liabilities (43.4) 301.9 Other items 32.6 6 7.6 Net cash provided by (used in) operating activities 187.0 334.3 Cash flows provided by (used in) investing activities: Reduced (increased) intercompany receivable (debt) 2 (644.0) (2,748.8) Change in restricted cash 7 - 0.2 Net cash provided by (used in) investing activities (644.0) (2,748.6) Cash flows provided by (used in) financing activities: Purchase of treasury shares (8.6) (2.0) Settlement of treasury shares (4.3) - Proceeds from share issue (a) 7 427.3 2,423.9 Net cash provided by (used in) financing activities 414.4 2,421.9 Net increase (decrease) in cash and cash equivalents (42.7) 7.6 Cash and cash equivalents at beginning of year 43.7 35.8 Cash and cash equivalents at end of year 1.0 43.4 a) Net of approximately 3% transaction cost. PGS Annual Report 2023 94 Note 1 — Summary of Signicant Accounting Policies PGS ASA and its subsidiaries (“PGS” or “the Company”) prepares its consolidated financial statements in accordance with IFRS® Accounting Standards as adopted by the European Union (“EU”), while the parent company PGS ASA prepares its unconsolidated financial statements in accordance with the regulations on simplified application of the International Financial Reporting Standards (IFRS) (FOR-2014-11-03-1415), ref. the Norwegian Accounting Act § 3.9 5th paragraph, with comparative figures for prior year. The functional currency is Norwegian kroner (“NOK”). PGS ASA is located in Oslo, Norway. The address is Lilleakerveien 4C, 0283 Oslo. PGS ASA applies the same accounting policies as described in note 2 in the notes to the consolidated financial statements where relevant, except that unrealized foreign exchange gain (loss) on non-current intercompany loans is recognized in the statements of profit and loss. Shares in subsidiaries (see note 6) are presented at cost less impairment. Impairment is recognized based upon the carrying value of the individual shares and net intercompany receivables in the subsidiaries less the estimated recoverable amount (based on discounted estimated future cash flows). If estimated recoverable amounts increase, impairment charges are reversed accordingly. There is no fixed plan for repayment of long-term intercompany receivables and payables. The statement of cash flows is prepared using the indirect method. Note 2 — Intercompany Transactions Transactions with subsidiaries are mainly related to guarantees and financing activities. Guarantee fee income is NOK 2.0 million and NOK 2.8 million in 2023 and 2022, respectively. Building service expense is NOK 3.9 million and NOK 5.1 million in 2023 and 2022, respectively. Management fee and corporate support expense is NOK 37.3 million and NOK 31.0 million in 2023 and 2022, respectively. Group contributions from subsidiaries amounted to NOK 883.9 million in 2023. There were no dividends or group contributions in 2022. Intercompany transactions in the statements of profit and loss consist of: Subsidiaries Year ended December 31, 2023 (In millions of NOK) Net interest income (expense) Net Receivables/ (Liabilities) Petroleum Geo-Services AS 179.3 3,281.2 Multiklient Invest AS - 883.9 PGS Geophysical AS - 112.1 Petroleum Geo-Services, Inc. - 0.5 PGS Exploration (UK) Ltd. - 1.0 Other - 0.3 Sum transactions intercompany 179.3 4,279.0 Accumulated impairment - Net transactions intercompany 4,279.0 Subsidiaries Year ended December 31, 2022 (In millions of NOK) Net interest income (expense) Net Receivables/ (Liabilities) Petroleum Geo-Services AS 102.8 2 761.8 PGS Geophysical AS - (13.5) PGS Titans AS - 0.8 Petroleum Geo-Services, Inc. - 0.6 PGS Exploration (UK) Ltd. - 0.7 PGS Suporte Logistico e Servicos Ltda. - 0.5 Other - 0.1 Sum transactions intercompany 102.8 2 751.0 Accumulated impairment - Net transactions intercompany 2 751.0 Note 3 – Interest Expense, Net Interest expense, net, consists of: Year ended December 31, (In millions of NOK) 2023 2022 Interest income, external 0.5 0.6 Interest expense, external - (19.0) Total 0.5 (18.4) PGS Annual Report 2023 95 Note 4 – Other Financial Items, Net Other financial items, net, consist of: Year ended December 31, (In millions of NOK) 2023 2022 Foreign currency (loss) gain, realized and unrealized 52.5 (40.0) Guarantee fee 0.8 2.8 Other (6.6) (8.6) Total 46.7 (45.7) Note 5 – Income Taxes The income tax expense differs from the amounts computed when applying the Norwegian statutory tax rate to income before income taxes as a result of the following: Year ended December 31, (In millions of NOK) 2023 2022 Tax on ordinary profit/loss: Payable tax - - Foreign tax and WHT expense 12.5 - Changes in deferred tax assets - - Tax expenses on ordinary profit/loss 12.5 - Taxable income: Results before tax 1,039.6 (34.2) Permanent differences (12.0) 30.2 Changes in tempary differences - - Allocation of loss to be brought forward (1,027.6) - Taxable income - (4.0) Payable tax in the balance: Payable foreign tax and WHT expense 11.3 - Payable tax on this year’s result 194.5 - Payable tax on received group contribution (194.5) - Total payable tax in the balance 11.3 - Calculation of effective tax rate: Profit before tax 1,039.6 (34.2) Calculated tax on profit before tax 228.7 ( 7.5) Tax effect of permanent differences (2.6) 6.7 Income tax (expense) benefit 226.1 (0.9) December 31, (In millions of NOK) 2023 2022 Temporary differences relate to: Property, plant and equipment 0.1 0.1 Total 0.1 0.1 Accumulated loss to be brought forward (3,787.7) (4,815.0) Not included in the deferred tax calculation 3,787.7 4,815.0 Deferred tax assets 22% - - PGS Annual Report 2023 96 Note 6 – Shares in Subsidiaries Shares in subsidiaries are recognized in PGS ASA balance sheet at cost less any impairment. As of December 31, 2023 (In millions of NOK) Registered office Shareholding (a) Book value (b) Equity (b) Impairments 2023 Net income 2023 PGS Holding I Ltd (UK) Oslo 100% 2,262.8 2,252.1 - - PT Petroprima Geo-Servis Nusantara Indonesia 93% - (231.6) - ( 3 7.6) Total 2,262.8 - (a) Voting rights are equivalent to shareholding for all companies. (b) The numbers are preliminary and statutory audit has not been completed. As of December 31, 2022 (In millions of NOK) Registered office Shareholding (a) Book value (b) Equity (b) Impairments 2022 Net income 2022 PGS Holding I Ltd (UK) Oslo 100% 2,262.8 2,252.1 - - PT Petroprima Geo-Servis Nusantara Indonesia 93% - (195.2) - (83.0) Total 2,262.8 - (a) Voting rights are equivalent to shareholding for all companies. (b) The numbers are preliminary and statutory audit has not been completed. For additional information on impairment of shares in subsidiaries and intercompany receivables, see Note 1. Note 7 – Restricted Cash Restricted cash consists of: December 31, (In millions of NOK) 2023 2022 Payroll withholding taxes 0.3 0.3 Total 0.3 0.3 Note 8 – Shareholders’ Equity Changes in shareholders’ equity for the years ended December 31, 2023 and 2022 are as follows: Paid-in capital (In millions of NOK) Share capital Treasury shares, par value Additional paid-in capital Other equity Shareholders’ equity Balance as of December 31, 2021 1 202.0 (0.0) 5 994.4 (4 764.8) 2 431.5 Share based payments - - 10.1 - 10.1 Shares issued at conversion of convertible bond 65.8 - 59.7 - 125.5 Shares issued for cash consideration 1,450.8 - 973.1 - 2,423.9 Acquired treasury shares - (2.0) (1.6) - (3.6) Interest rate swap (net of tax) - - 4.6 - 4.6 Net income (loss) - - - (34.2) (34.2) Balance as of December 31, 2022 2,718.6 (2.0) 7,040.2 (4,799.0) 4,957.8 Share based payments - - 21.3 - 21.3 Share capital increase (a) 1 37.3 - 290.0 - 427.3 Acquired treasury shares (b) - (12.9) - - (12.9) Share based payments, equity/settled (b) - 4.3 (4.3) - - Net income (loss) - - - 143.3 143.3 Group contribution - - - 883.9 883.9 Balance as of December 31, 2023 2,855.9 (10.6) 7,347.2 (3,771.8) 6,420.8 (a) In 2023, PGS ASA issued 45,760,726 new shares following private placements and a subsequent offering raising approximately NOK 439,302,970 million as equity. Transaction costs amounting to NOK 12.0 million were recognized against additional paid-in capital. (b) In 2022, PGS ASA initiated and completed a share buy-back program to cover settlement of Performance based Restricted Stock Units (“PRSU’s”) granted under the Company’s 2020 Long Term Incentive Plan for employees. 1,575,000 shares were bought back under the programme and 530,388 shares were used in settlement to employees. PGS Annual Report 2023 97 Note 9 – Accrued Expenses and Other Short-term Liabilities Accrued expenses and other short-term liabilities consist of the following: December 31, (In millions of NOK) 2023 2022 Account payable 111.6 104.3 Accrued employee benefits 1.4 1.2 Other 0.4 0.1 Total 113.4 105.6 Note 10 – Salaries and Other Personnel Costs, Number of Employees, and Remuneration to the Board of Directors, Executive Ocers and Auditors Salary and social expenses that are included in cost of sales and selling and general and administrative costs consist of: Year ended December 31, (In millions of NOK) 2023 2022 Salaries, bonus and board members compensation 6.9 5.4 Social security 1.1 0.8 Other benefits 0.1 0.1 Total 8.1 6.4 As of December 31, 2023, PGS ASA had 0 employees. Man-years were 0 and 0 for the years 2023 and 2022, respectively. In 2023 the members of the board were compensated with NOK 6.9 million. For a full listing of Board of Directors, CEO and Other Executive Officers and their compensation, see note 30 in the consolidated financial statements. PGS ASA has not provided loans or guarantees to any member of the Board of Directors as of December 31, 2023. Remuneration of auditor Fees for audit and other services provided by PGS ASA’s auditor EY who was elected in May 2014, are as follows (exclusive VAT and inclusive out of pocket expenses): Year ended December 31, (In millions of NOK) 2023 2022 Audit fees 4.5 4.4 All other fees - 0.1 Total 4.5 4.5 2023 ANNUAL REPORT www.pgs.com 213800T66DRTE6O6BV872023-01-012023-12-31213800T66DRTE6O6BV872022-01-012022-12-31213800T66DRTE6O6BV872021-12-31ifrs-full:IssuedCapitalMember213800T66DRTE6O6BV872022-01-012022-12-31ifrs-full:IssuedCapitalMember213800T66DRTE6O6BV872022-12-31ifrs-full:IssuedCapitalMember213800T66DRTE6O6BV872021-12-31ifrs-full:TreasurySharesMember213800T66DRTE6O6BV872022-01-012022-12-31ifrs-full:TreasurySharesMember213800T66DRTE6O6BV872022-12-31ifrs-full:TreasurySharesMember213800T66DRTE6O6BV872021-12-31ifrs-full:AdditionalPaidinCapitalMember213800T66DRTE6O6BV872022-01-012022-12-31ifrs-full:AdditionalPaidinCapitalMember213800T66DRTE6O6BV872022-12-31ifrs-full:AdditionalPaidinCapitalMember213800T66DRTE6O6BV872021-12-31ifrs-full:RetainedEarningsMember213800T66DRTE6O6BV872022-01-012022-12-31ifrs-full:RetainedEarningsMember213800T66DRTE6O6BV872022-12-31ifrs-full:RetainedEarningsMember213800T66DRTE6O6BV872021-12-31ifrs-full:OtherReservesMember213800T66DRTE6O6BV872022-01-012022-12-31ifrs-full:OtherReservesMember213800T66DRTE6O6BV872022-12-31ifrs-full:OtherReservesMember213800T66DRTE6O6BV872021-12-31213800T66DRTE6O6BV872022-12-31213800T66DRTE6O6BV872023-01-012023-12-31ifrs-full:IssuedCapitalMember213800T66DRTE6O6BV872023-12-31ifrs-full:IssuedCapitalMember213800T66DRTE6O6BV872023-01-012023-12-31ifrs-full:TreasurySharesMember213800T66DRTE6O6BV872023-12-31ifrs-full:TreasurySharesMember213800T66DRTE6O6BV872023-01-012023-12-31ifrs-full:AdditionalPaidinCapitalMember213800T66DRTE6O6BV872023-12-31ifrs-full:AdditionalPaidinCapitalMember213800T66DRTE6O6BV872023-01-012023-12-31ifrs-full:RetainedEarningsMember213800T66DRTE6O6BV872023-12-31ifrs-full:RetainedEarningsMember213800T66DRTE6O6BV872023-01-012023-12-31ifrs-full:OtherReservesMember213800T66DRTE6O6BV872023-12-31ifrs-full:OtherReservesMember213800T66DRTE6O6BV872023-12-31iso4217:USDiso4217:USDxbrli:sharesiso4217:NOK
Have a question? We'll get back to you promptly.