PGS ASA

Share Issue/Capital Change • Nov 2, 2022

PGS ASA: KEY INFORMATION RELATED TO THE SUBSEQUENT OFFERING

PGS ASA: KEY INFORMATION RELATED TO THE SUBSEQUENT OFFERING

Oslo, 2 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 announcement by PGS ASA ("PGS" or the

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

of new shares in the Company (the "Private Placement").

The Board of Directors has resolved to propose to the Company's extraordinary

general meeting that the Company conducts a subsequent offering (the "Subsequent

Offering") with gross proceeds of up to NOK 307,134,700 by issuing up to

45,841,000 new shares at NOK 6.70 per share, equal to the subscription price in

the Private Placement.

The Subsequent Offering will, on the basis of a prospectus approved by the

Norwegian Financial Supervisory Authority (the "Prospectus"), be directed

towards eligible shareholders in PGS who (i) are shareholders in the Company as

of 1 November 2022, as registered in PGS' register of shareholders with Euronext

Securities Oslo, the central securities depositary in Norway

(Nw. Verdipapirsentralen) (the "VPS") on 3 November 2022, (ii) are not allocated

New Shares in the Private Placement, and (iii) are not resident in a

jurisdiction where such offering would be unlawful or, for jurisdictions other

than Norway, would require any prospectus, filing, registration or similar

action. Such shareholders will be granted non-tradable allocation rights to

subscribe for, and, upon subscription, be allocated new shares.

In accordance with the continuing obligations for companies listed on the Oslo

Stock Exchange, the following key information is given with respect to the

Subsequent Offering:

* Date on which the terms and conditions for the subsequent offering were

announced: 2 November 2022

* Last day of trading in PGS shares including subscription right: 1 November

2022

* Ex. date: 2 November 2022

* Record date: 3 November 2022

* Date of approval: 23 November 2022 ("EGM")

* Maximum number of new shares to be issued: 45,841,000

* Subscription price: NOK 6.70 per share

The Subsequent Offering is subject to certain terms and conditions, including

completion of the Private Placement, approval by the EGM and approval of the

Prospectus. See announcement by the Company on 1 November 2022 for further

information. The Company's board of directors may, in its sole discretion,

decide that the Company shall not carry out the Subsequent Offering if the

prevailing market price of PGS' shares is lower than the subscription price in

the Subsequent Offering.

Carnegie AS and Pareto Securities AS acted as Joint Bookrunners (the "Managers")

in the Private Placement. Advokatfirmaet BAHR AS acted as legal advisor to the

Company in connection with the Private Placement.

This information is published in accordance with the requirements of the Oslo

Stock Exchange Continuing Obligations.

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 SEC 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 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) and is subject to the disclosure requirements

pursuant to MAR article 17 and Section 5-12 of the Norwegian Securities Trading

Act.