PGS ASA

M&A Activity • Oct 25, 2023

PGS and TGS execute definitive merger agreement

PGS and TGS execute definitive merger agreement

Oslo, 25 October 2023: Reference is made to the joint announcement on 18

September 2023 made by PGS ASA ("PGS", OSE: PGS) and TGS ASA ("TGS", OSE: TGS)

regarding the combination of the two companies (the "Merger") to establish the

premier energy data company.

PGS and TGS jointly announce today that their respective boards of directors

have approved and decided upon a definitive merger agreement, in line with the

terms previously announced.

The Merger is to be structured as a statutory, triangular merger between TGS

Newco AS, a newly established wholly owned subsidiary of TGS designated for such

purpose ("TGS NewCo"), TGS and PGS in accordance with Chapter 13 of the

Norwegian Companies Act. TGS NewCo will be the surviving entity and merger

consideration will be provided to the PGS shareholders in the form of 0.06829

ordinary shares of TGS for each PGS share held. Future TGS dividend payments

declared after EGM approval and up to completion of the Merger will be

compensated to PGS shareholders in cash upon completion.

Following the completion of the Merger, TGS and PGS shareholders will own

approximately 2/3 and 1/3 of the combined company, respectively, on the basis of

the current share capital of each of the companies.

Completion of the Merger is subject to approval by extraordinary general

meetings in TGS and PGS, expected to be called for shortly and held within one

month thereafter. As described in the formal merger plan (the "Merger Plan"),

completion is further conditional upon customary closing conditions such as

relevant regulatory approvals and consents, compliance with applicable covenants

and expiry of statutory waiting periods. The transaction is not subject to

further due diligence or financing.

The Merger Plan will be submitted to and registered by the Norwegian Register of

Business Enterprises in accordance with Section 13-13 of the Norwegian Companies

Act. Notices for the respective general meetings of PGS and TGS will be sent to

shareholders shortly and announced separately.

For further information on the Merger, including strategic rationale,

information about PGS and TGS, and the terms and conditions for the Merger,

please see the announcement of 18 September 2023 and the Merger Plan. The Merger

Plan will be available on www.tgs.com and www.pgs.com tomorrow, 26 October 2023.

Contact information:

PGS:

Gottfred Langseth

CFO

Tel: +47 930 55 580

Email: gottfred.langseth@pgs.com

TGS:

Sven Børre Larsen

CFO

Tel: +47 909 43 673

Email: investor@tgs.com

Disclosure:

This information is subject of the disclosure requirements pursuant to section

5-12 of the Norwegian Securities Trading Act.