PGS ASA

Share Issue/Capital Change • Nov 23, 2022

PGS ASA: Minutes from Extraordinary General Meeting - Approval of Private Placement and Subsequent Offering

PGS ASA: Minutes from Extraordinary General Meeting - Approval of Private Placement and Subsequent Offering

Oslo, 23 November 2022

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.

Reference is made to the stock exchange announcements by PGS ASA ("PGS" or the

"Company") on 1 November 2022 regarding a successfully placed private placement

(the "Private Placement") of new shares in the Company, raising gross proceeds

of NOK 1,536 million (corresponding to approximately USD 150 million), a

potential subsequent offering (the "Subsequent Offering) of new shares, and the

calling for an extraordinary general meeting (the "EGM") in the Company to

approve the Private Placement and the Subsequent Offering.

The EGM was today held as a virtual meeting, and all resolutions on the agenda

were approved, including the share capital increase pertaining to the Private

Placement by issuing 229,250,000 new shares in the Company (the "New Shares").

The Private Placement consists of one tranche of 110,822,311 New Shares

("Tranche 1") and a second tranche of 118,427,689 New Shares ("Tranche 2"),

allocated among applicants on a pro-rata basis based on their overall allocation

in the Private Placement (subject to rounding).

It is expected that the share capital increase relating to the issuance of the

New Shares will be registered with the Norwegian Register of Business

Enterprises on or about 24 November 2022, and that the Private Placement will be

completed by delivery of New Shares against payment (DVP) on or about 25

November 2022. The New Shares allocated to investors in Tranche 1 will be

tradable on Oslo Børs following approval by the EGM and registration of the

share capital increase pertaining to the Private Placement with the Norwegian

Register of Business Enterprises. The Company expects that a listing prospectus

(the "Prospectus") will be approved by the Financial Supervisory Authority of

Norway prior to completion of the Private Placement, in which case the New

Shares allocated to investors in Tranche 2 will be tradeable on Oslo Børs at the

same time as the New Shares allocated to investors in Tranche 1. In the event

the Prospectus is not approved prior to completion of the Private Placement, the

New Shares allocated in Tranche 2 will not be tradeable on Oslo Børs until the

Prospectus has been approved and will be issued on a separate ISIN until such

Prospectus is published, which in any event is expected to occur shortly after

completion of the Private Placement.

The EGM also approved a share capital increase pertaining to the Subsequent

Offering of up to 45,841,000 new shares at a subscription price of NOK 6.70 per

share for gross proceeds of up to approximately NOK 307 million, as further

announced on 2 November 2022. Subject to approval of the Prospectus, the

subscription period for the Subsequent Offering is expected to commence on or

about 28 November 2022. Further information will be published by the Company

once the Prospectus has been approved.

Minutes from the EGM are attached to this notice and can be downloaded at the

Company's website www.pgs.com or www.newsweb.no.

Contacts:

Bård Stenberg, VP IR & Corporate Communication

Mobile:  +47 99 24 52 35

***

PGS and its subsidiaries 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 group

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 (http://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.

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 Managers nor any of their 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

Managers nor any of their respective affiliates accepts any liability arising

from the use of this announcement.

This information is subject to the disclosure requirements pursuant to the EU

Market Abuse Regulation (MAR) article 17 and Section 5-12 the Norwegian

Securities Trading Act.