PGS ASA

Share Issue/Capital Change • Nov 1, 2022

PGS ASA - Private Placement Successfully Placed

PGS ASA - Private Placement Successfully Placed

Oslo, 1 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 contemplated private placement (the

"Private Placement") of new shares.

The book-building for the Private Placement has been successfully completed,

raising gross proceeds of NOK 1,536 million (corresponding to approximately USD

150 million), through the allocation of 229,250,000 new shares in the Company

(the "New Shares"), each at a subscription price of NOK 6.70 per New Share (the

"Subscription Price"), representing a 6.8% discount to the transaction day

volume-weighted average price. The Private Placement attracted strong interest

from existing and new Norwegian, Nordic and international high-quality investors

and was substantially oversubscribed.

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).

Primary insiders subscribed for and were allocated 701,258 New Shares in the

Private Placement, which is regarded as PDMR/PCA trades under the Market Abuse

Regulation (EU) No 596/2014. Detailed information on the PDMR/PCA trades will be

disclosed separately.

The Company intends to use the net proceeds from the Private Placement to reduce

its leverage. The proceeds will position PGS to manage 2023 debt amortization

and extend the re-financing window to March 2024. A strengthened balance sheet,

together with the ongoing market recovery in the marine geophysics market, will

reduce the refinancing risk and the expected cost of a refinancing.

Completion of the Private Placement is subject to all necessary corporate

resolutions being in place, including but not limited to the approval by an

extraordinary general meeting of the Company expected to be held on or about 23

November 2022 (the "EGM"), registration of the share capital increase pertaining

to the New Shares with the Norwegian Register of Business Enterprises (the

"NRBE") and the New Shares being validly issued and fully paid. Investors being

allocated shares in the Private Placement and who hold shares in the Company as

of the date of the EGM have undertaken to vote in favor of the Private Placement

and any Subsequent Offering (as defined below) at the EGM. A separate notice of

the EGM is expected to be announced and distributed shortly.

Notices of conditional allocation of New Shares are expected to be distributed

to the investors on 2 November 2022. The Managers expect to issue notifications

with payment instructions for the Private Placement immediately after the EGM

with the payment date expected to be on or about 25 November 2022.

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

basis. The New Shares are expected to be issued shortly after the EGM, subject

to timely payment by the investors who have been allocated New Shares in the

Private Placement. 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 NRBE. The

New Shares allocated to investors in Tranche 2 will not be tradable on Oslo Børs

until a listing prospectus has been approved by the Financial Supervisory

Authority of Norway, and will be issued on a separate ISIN until such prospectus

is published, expected to occur during December 2022 (the "Prospectus").

Following registration of the share capital increase pertaining to New Shares,

the issued share capital of the Company is expected to be NOK 2,728,649,142

comprising 909,549,714 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 New Shares. The Board has considered

the structure of the private placement of New 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 particular in view of the

current market conditions and the Company's need for refinancing of its debt,

reduce execution and completion risk, allow 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 of Directors has put significant emphasis on existing

shareholding as an allocation criteria in the Private Placement. Existing

shareholders that were not allocated shares in the Private Placement will be

able to participate on a pro-rata basis in the Subsequent Offering (as defined

and described below).

The Subsequent Offering

Subject to among other things (i) completion of the Private Placement, (ii)

relevant corporate resolutions including approval by the EGM, (iii) prevailing

market price of PGS' shares being higher than the Subscription Price, and (iv)

approval of the Prospectus, PGS will carry out a subsequent offering (the

"Subsequent Offering") of up to 45,841,000 new shares in the Company raising up

to approximately NOK 307 million in gross proceeds. A Subsequent Offering will,

if made, and on the basis of 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) were 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 (the "Eligible

Shareholders"). The Eligible Shareholders are expected to be granted non-

tradable allocation rights. The subscription period in the Subsequent Offering

is expected to commence shortly after publication of the Prospectus, expected to

occur during December 2022, and the subscription price in the Subsequent

Offering will be the same as the Subscription Price in the Private Placement.

PGS will issue a separate stock exchange notice with further details on the

Subsequent Offering if and when finally resolved.

Carnegie AS and Pareto Securities AS acted as Joint Bookrunners in connection

with the Private Placement (the "Managers"). 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

(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 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 considered to be inside information pursuant to the EU

Market Abuse Regulation (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.