PGS ASA

Share Issue/Capital Change • Nov 1, 2022

PGS ASA - CONTEMPLATED PRIVATE PLACEMENT

PGS ASA - CONTEMPLATED PRIVATE PLACEMENT

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.

PGS ASA ("PGS" or the "Company") today announces that it is contemplating a

private placement (the "Private Placement") of new ordinary shares (the "New

Shares") for gross proceeds of up to USD 150 million (corresponding to

approximately NOK 1,537 million).

PGS is currently seeing an ongoing market recovery with strengthening demand for

its marine geophysical services, and expects that markets will improve further

in 2023.

It is known in the market that PGS is in the lead position for award of a

significant 4D acquisition contract in Brazil scheduled to start in Q2 2023. PGS

has not received a formal contract award, and until such time, the Company

cannot be certain that an award will take place, but in the Company's view, it

is currently moving towards a likely award to PGS. If awarded, this contract

will significantly increase the Company's order backlog and booking.

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.

The Private Placement is directed towards investors subject to, and in

compliance with, applicable exemptions from relevant prospectus or registration

requirements. PGS has retained Carnegie AS and Pareto Securities AS (the

"Managers") as Joint Bookrunners in the Private Placement.

The subscription price for the New Shares (the "Subscription Price") will be

determined by the Board of Directors in PGS ASA (the "Board") based on an

accelerated book-building process.

The transaction has received strong support from existing shareholders in the

Company, including indications of an aggregated amount of USD 65 million from

Coltrane Asset Management LP, DNB Asset Management AS, MH Capital AS and funds

managed by Vicama AS.

Members of the Company's management and Board have indicated an intention to

subscribe for an aggregate of 1,375,758 New Shares, including the following

individuals: Rune Olav Pedersen, CEO (175,000 shares) and Gottfred Langseth, CFO

(300,000 shares).

The application period for the Private Placement will commence today, 1 November

2022 at 16:30 hours CET and is expected to close on or before 2 November 2022 at

08:00 hours CET. The Company, after consultation with the Managers, reserves the

right to, at any time and in its sole discretion, close or extend the

application period or to cancel the Private Placement in its entirety without

notice.

Allocation of the New Shares will be determined after the expiry of the book-

building process at the Board's sole discretion, based on criteria such as

existing ownership in the Company, pre-commitments, timeliness of the

application, price leadership, relative order size, sector knowledge, investment

history, perceived investor quality and investment horizon. The New Shares will

be allocated by the Board on a conditional basis subject to, among other things,

the Company's shareholders resolving to issue the New Shares at the EGM (as

defined below). No guarantee can be given that such resolution will be passed.

Completion of the Private Placement by delivery of New Shares to investors is

conditional upon, among other things, (i) the Board resolving to proceed with

the Private Placement, allocate the New Shares and call for an extraordinary

general meeting (the "EGM") expected to be held on or about 23 November 2022;

(ii) the EGM's approval of the Private Placement and issuance of the New Shares;

and (iii) 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 registered in the VPS (the "Conditions").

Investors being allocated shares in the Private Placement and who hold shares in

the Company as of the date of the EGM undertake to vote in favour of the Private

Placement and any Subsequent Offering (as defined below) at the EGM. The Private

Placement will be cancelled if the mentioned Conditions are not fulfilled or

waived.

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

("Tranche 1") and a second tranche with a number of New Shares which results in

a total transaction (i.e. both tranches) equal to the final offer size ("Tranche

2"). Applicants will receive a pro-rata portion of New Shares in Tranche 1 and

Tranche 2 based on their overall allocation in the Private Placement (subject to

rounding).

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

(DVP) basis shortly after the EGM. 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").

The Private Placement will be directed towards selected Norwegian and

international investors (a) outside the United States, subject to applicable

exemptions from any prospectus and registration requirements and in reliance on

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

Act"), and (b) to investors in the United States who are QIBs as defined in Rule

144A under the Securities Act, and to "major U.S. institutional investors" as

defined in SEC Rule 15a-6 under the United States Exchange Act of 1934, in each

case subject to an exemption being available from offer prospectus requirements

and any other filing or registration requirements in the applicable

jurisdictions and subject to other selling restrictions. The minimum application

and allocation amount has been set to the NOK equivalent of EUR 100,000 per

investor. The Company may, however, at its sole discretion, allocate an amount

below EUR 100,000 to the extent applicable exemptions from the prospectus

requirement pursuant to the Norwegian Securities Trading Act and ancillary

regulations are available. Further selling restrictions and transaction terms

will apply.

The contemplated Private Placement involves the setting aside of the

shareholders' preferential rights to subscribe for the New Shares. 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 refinancing of its debt. 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.

The Subsequent Offering

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

relevant corporate resolutions including approval by the Board and the EGM,

(iii) prevailing market price of PGS' shares being higher than the Subscription

Price, and (iv) approval of the Prospectus by the Norwegian Financial

Supervisory Authority, PGS will consider to carry out a subsequent offering (the

"Subsequent Offering") of new shares in the Company. A Subsequent Offering will,

if made, 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 (the "Eligible Shareholders"). The Eligible

Shareholders are expected to be granted non-tradable allocation rights. If

carried out, the subscription period in a 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.

Advokatfirmaet BAHR AS is acting as legal advisor to the Company 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 believes 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 investment levels

and need for the Company's services, 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.