PGS ASA

Share Issue/Capital Change • Sep 18, 2023

PGS ASA - PRIVATE PLACEMENT SUCCESSFULLY PLACED

PGS ASA - PRIVATE PLACEMENT SUCCESSFULLY PLACED

Oslo, 18 September 2023

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR

INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN, HONG KONG, SOUTH AFRICA OR THE

UNITED STATES, OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR

DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER

OF ANY OF THE SECURITIES DESCRIBED HEREIN.

PGS ASA ("PGS" or the "Company") refers to the announcements on 18 September

2023 regarding a merger with TGS ASA ("TGS") and a contemplated private

placement (the "Private Placement") of 45,760,726 new ordinary shares (the

"Offer Shares").

PGS is pleased to announce that the Private Placement has been successfully

completed, raising gross proceeds of NOK 439,302,970 (approximately USD 40.6

million), through the allocation of 45,760,726 Offer Shares, each at a price per

Offer Share of NOK 9.60 (the "Offer Price").

The Private Placement attracted strong interest from existing and new Norwegian,

Nordic and international high-quality investors and was multiple times covered.

The net proceeds to the Company from the Private Placement will be used to

increase liquidity and enable a financially robust combined entity following the

proposed merger with TGS, protect the Company against market cyclicality prior

to consummation of the merger, and maintain symmetry with TGS as they expect to

undertake a concurrent private placement that is sized to maintain the agreed

relative ownership in the merger.

Notification of allocation is expected to be communicated to the investors on or

about 19 September 2023 before 09:00 CEST.

Completion of the Private Placement is still subject to: (i) the Pre-Payment

Agreement (as defined below) remaining unmodified and in full force and effect,

and (ii) the share capital increase pertaining to the issuance of the allocated

Offer Shares being validly registered with the Norwegian Register of Business

Enterprises (the "NRBE") and the allocated Offer Shares being validly issued and

registered in the Norwegian Central Securities Depository (Euronext Securities

Oslo or the "VPS").

The Private Placement is expected to be settled on a delivery-versus payment

(DVP) basis on or about 21 September 2023, which will be facilitated by a pre-

payment agreement expected to be entered into between the Company and the

Manager (the "Pre-Payment Agreement"). The Offer Shares allocated to investors

will be tradable on Oslo Børs when the conditions have been met, expected on or

about 20 September 2023.

Following registration of the share capital increase pertaining to the Private

Placement, the issued share capital of the Company will be NOK 2,865,931,320

comprising 955,310,440 shares, each with a nominal value of NOK 3.00.

The Private Placement involves the setting aside of the shareholders'

preferential rights to subscribe for the Offer Shares. The Board has considered

the structure of the private placement of Offer Shares in light of the equal

treatment obligations under the Norwegian Public Limited Companies Act, the

Norwegian Securities Trading Act and the rules on equal treatment under Oslo

Rule Book II for companies listed on the Oslo Stock Exchange and the Oslo Stock

Exchange's Guidelines on the rule of equal treatment, and is of the opinion that

the Private Placement is in compliance with these requirements.

The Board is of the view that it is in the common interest of the Company and

its shareholders to raise equity through a private placement, in view of the

current market conditions and the Company's need for increased liquidity and a

financially robust combined entity following the proposed merger with TGS. A

private placement enables the Company to reduce execution and completion risk,

allows for the Company to raise capital more quickly, raise capital at a lower

discount compared to a rights issue and without the underwriting commissions

normally seen with rights offerings. Furthermore, the Board has put significant

emphasis on existing shareholding as an allocation criteria in the Private

Placement.

In accordance with the above, the Board has also considered whether it is

necessary to implement a subsequent offering in order to further justify the

differential treatment inherent in the Private Placement. Considering the small

discount in the Private Placement compared to market price of the Company's

shares, the limited increase of the share capital represented by the Private

Placement and the costs and resources associated with a subsequent offering

(e.g., preparation of a prospectus), the Board has concluded not to implement a

subsequent offering.

Pareto Securities AS acted as the sole manager and sole bookrunner in the

Private Placement (the "Manager"). Advokatfirmaet BAHR AS acted as legal advisor

in connection with the Private Placement.

Contacts:

Bård Stenberg, VP IR & Corporate Communication

Mobile:  +47 99 24 52 35

***

PGS is a fully integrated marine geophysical company that provides a broad range

of seismic and reservoir services, including data acquisition, imaging,

interpretation, and field 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 and the PGS share is listed on the Oslo

stock exchange (OSE: PGS). For more information on PGS visit www.pgs.com.

***

IMPORTANT NOTICE

This announcement is not and does not form a part of any offer to sell, or a

solicitation of an offer to purchase, any securities of PGS. The distribution of

this announcement and other information may be restricted by law in certain

jurisdictions. Copies of this announcement are not being made and may not be

distributed or sent into any jurisdiction in which such distribution would be

unlawful or would require registration or other measures. Persons into whose

possession this announcement or such other information should come are required

to inform themselves about and to observe any such restrictions.

The securities referred to in this announcement have not been and will not be

registered under the U.S. Securities Act of 1933, as amended (the "Securities

Act"), and accordingly may not be offered or sold in the United States absent

registration or an applicable exemption from the registration requirements of

the Securities Act and in accordance with applicable U.S. state securities laws.

The Company does not intend to register any part of the offering or their

securities in the United States or to conduct a public offering of securities in

the United States. Any sale in the United States of the securities mentioned in

this announcement will be made solely to "qualified institutional buyers" as

defined in Rule 144A under the Securities Act and "major U.S. institutional

investors" as defined in Rule 15a-6 under the United States Exchange Act of

In any EEA Member State, this communication is only addressed to and is only

directed at qualified investors in that Member State within the meaning of the

Prospectus Regulation, i.e., only to investors who can receive the offer without

an approved prospectus in such EEA Member State. The expression "Prospectus

Regulation" means Regulation 2017/1129 as amended together with any applicable

implementing measures in any Member State.

This communication is only being distributed to and is only directed at persons

in the United  Kingdom that are (i) investment professionals falling within

Article 19(5) of the Financial Services  and Markets Act 2000 (Financial

Promotion) Order 2005, as amended (the "Order") or (ii) high net worth entities,

and other persons to whom this announcement may lawfully be communicated,

falling within Article 49(2)(a) to (d) of the Order (all such persons together

being referred to as "relevant persons"). This communication must not be acted

on or relied on by persons who are not relevant persons. Any investment or

investment activity to which this communication relates is available only for

relevant persons and will be engaged in only with relevant persons. Persons

distributing this communication must satisfy themselves that it is lawful to do

so.

Matters discussed in this announcement may constitute forward-looking

statements. Forward-looking statements are statements that are not historical

facts and may be identified by words such as "believe", "expect", "anticipate",

"strategy", "intends", "estimate", "will", "may", "continue", "should" and

similar expressions. The forward-looking statements in this release are based

upon various assumptions, many of which are based, in turn, upon further

assumptions. Although the Company believe that these assumptions were reasonable

when made, these assumptions are inherently subject to significant known and

unknown risks, uncertainties, contingencies and other important factors which

are difficult or impossible to predict and are beyond its control.

Actual events may differ significantly from any anticipated development due to a

number of  factors, including without limitation, changes in public sector

investment levels, changes in the  general economic, political and market

conditions in the markets in which the Company operate, the Company's ability to

attract, retain and motivate qualified personnel, changes in the Company's

ability to engage in commercially acceptable acquisitions and strategic

investments, and changes  in laws and regulation and the potential impact of

legal proceedings and actions. Such risks, uncertainties, contingencies and

other important factors could cause actual events to differ materially from the

expectations expressed or implied in this release by such forward-looking

statements. The Company does not provide any guarantees that the assumptions

underlying the forward-looking statements in this announcement are free from

errors nor does it accept any responsibility for the future accuracy of the

opinions expressed in this announcement or any obligation to update or revise

the statements in this announcement to reflect subsequent events. You should not

place undue reliance on the forward-looking statements in this document.

The information, opinions and forward-looking statements contained in this

announcement speak only as at its date, and are subject to change without

notice. The Company does not undertake any obligation to review, update,

confirm, or to release publicly any revisions to any forward-looking statements

to reflect events that occur or circumstances that arise in relation to the

content of this announcement.

Neither the Manager nor any of its respective affiliates makes any

representation as to the accuracy or completeness of this announcement and none

of them accepts any responsibility for the contents of this announcement or any

matters referred to herein.

This announcement is for information purposes only and is not to be relied upon

in substitution for the exercise of independent judgment. It is not intended as

investment advice and under no circumstances is it to be used or considered as

an offer to sell, or a solicitation of an offer to buy any securities or a

recommendation to buy or sell any securities in the Company. Neither the Manager

nor any of its respective affiliates accepts any liability arising from the use

of this announcement.

This information is considered to be inside information pursuant to MAR and is

subject to the disclosure requirements pursuant to MAR article 17 and Section

5-12 the Norwegian Securities Trading Act. This stock exchange announcement was

published by Bård Stenberg, VP IR & Corporate Communications at PGS ASA on the

time and date provided.