CALLING NOTICE FOR

ANNUAL GENERAL MEETING

Notice is hereby given of the 2021 Annual General Meeting of PGS ASA ("PGS" or the "Company") to be hosted virtually on the Lumi AGM solution on

21 April 2021, at 15:00 (Norwegian time)

IMPORTANT NOTICE:

Due to restriction and advice from Norwegian authorities in relation to COVID-19, the Company's Board has determined that the Annual General Meeting will be held virtually and be available online via Lumi AGM. All shareholders will be able to participate in the meeting, vote and ask questions from smart phones, pads, lap-tops or stationary computers. For further information regarding the virtual participation, please see the end of this document and the guideline made available as Appendix X to the Calling Notice.

The Appendices to this Calling Notice are not enclosed to the paper version of the Calling Notice, but are made available on www.pgs.com.

The Company's Board of Directors has decided to call the Annual General Meeting to vote on the matters described below.

The Chairperson of the Board of Directors will open the Annual General Meeting and, according to the Articles of Association § 9, the Chairperson shall also chair the Annual General Meeting.

ITEM 1 APPROVAL OF THE CALLING NOTICE AND AGENDA

ITEM 2 ELECTION OF PERSON TO COUNTERSIGN THE MINUTES

It is proposed that a person be elected among those present at the General Meeting to countersign the Minutes.

ITEM 3 APPROVAL OF THE DIRECTORS' REPORT AND FINANCIAL STATEMENTS OF PGS ASA AND THE GROUP FOR 2020

The Board of Directors' Report and the Financial Statements of PGS ASA and the group for 2020 are presented as Appendix I to the Calling Notice.

Proposed resolution:

The General Meeting approves the Board of Directors' Report and the Financial Statements of PGS ASA and the group for 2020.

ITEM 4 APPROVAL OF THE AUDITOR'S FEE FOR 2020

The Auditor's fees for 2020 for PGS ASA are NOK 4.8 million. This does not include fees related to the audits of the Company's subsidiaries, the audit of the Company's Consolidated Financial Statements or other professional services rendered.

Proposed resolution:

The General Meeting approves the Auditor's fees for 2020.

ITEM 5 ELECTION OF BOARD OF DIRECTORS

The proposals for candidates to the Board of Directors are based on recommendations in the report from the Nomination Committee, see Appendix II to the Calling Notice and the Articles of Association § 6 a). The proposed service period for the Board of Directors is until the next annual general meeting in 2022.

ITEM 5.1 Walter Qvam (Chairperson)

Proposed resolution:

Walter Qvam shall be re-elected as Chairperson to the Board of Directors for a new service period commencing on the date hereof and ending on the 2022 annual general meeting.

ITEM 5.2 Anne Grethe Dalane

Proposed resolution:

Anne Grethe Dalane shall be re-elected to the Board of Directors for a new service period commencing on the date hereof and ending on the 2022 annual general meeting.

ITEM 5.3 Richard Herbert

Proposed resolution:

Richard Herbert shall be re-elected to the Board of Directors for a new service period commencing on the date hereof and ending on the 2022 annual general meeting.

ITEM 5.4 Marianne Kah

Proposed resolution:

Marianne Kah shall be re-elected to the Board of Directors for a new service period commencing on the date hereof and ending on the 2022 annual general meeting.

ITEM 5.5 Trond Brandsrud

Proposed resolution:

Trond Brandsrud shall be re-elected to the Board of Directors for a new service period commencing on the date hereof and ending on the 2022 annual general meeting.

ITEM 6 NOMINATION COMMITTEE – ELECTION OF MEMBERS

The proposals for candidates to the Nomination Committee are based on the recommendations in the report from the Nomination Committee, see Appendix II to the Calling Notice and the Articles of Association § 6 b). The service period for the Nomination Committee members is according to the Nomination Committee Mandate and Charter two years, unless a shorter period has been decided by the general meeting. The proposal is to resolve a shorter service period lasting until the next annual general meeting in 2022.

ITEM 6.1 Harald Norvik (Chairperson)

Proposed resolution:

Harald Norvik shall be re-elected as Chairperson of the Nomination Committee for a new service period commencing on the date hereof and ending on the 2022 annual general meeting.

ITEM 6.2 Terje Valebjørg

Proposed resolution:

Terje Valebjørg shall be re-elected as a member of the Nomination Committee for a new service period commencing on the date hereof and ending on the 2022 annual general meeting.

ITEM 6.3 Alexandra Herger

Proposed resolution:

Alexandra Herger shall be re-elected as a member of the Nomination Committee for a new service period commencing on the date hereof and ending on the 2022 annual general meeting.

ITEM 6.4 Ole Jakob Hundstad

Proposed resolution:

Ole Jakob Hundstad shall be re-elected as a member of the Nomination Committee for a new service period commencing on the date hereof and ending on the 2022 annual general meeting.

ITEM 7 APPROVAL OF THE BOARD MEMBERS' AND NOMINATION COMMITTEE MEMBERS' FEES

Item 7.1 Motion to approve Board members' and Nomination Committee members' fees for the period 22 April 2020 to the annual general meeting 2021

Pursuant to the Articles of Association, § 6 c), the Nomination Committee presents to the General Meeting a motion to approve the remuneration to the members of the Board of Directors and the members of the Nomination Committee for the period from and including 22 April 2020 to the annual general meeting 2021, see Appendix III to the Calling Notice.

The fees for the members of the Board of Directors and the Nomination Committee members are calculated on basis of the principles approved by the annual general meeting 2020, cf. Appendix IV to the Calling Notice.

Proposed resolution:

The General Meeting approves the fee to each member of the Board of Directors and each member of the Nomination Committee for the period from and including 22 April 2020 to the annual general meeting 2021.

Item 7.2 Motion to approve the principles for the Board members' fees for the period 21 April 2021 to the annual general meeting 2022

In accordance with the Articles of Association, § 6 c), the Nomination Committee presents to the General Meeting a motion to approve the principles for the Board members' fees for the period from and including 21 April 2021 to the annual general meeting 2022, see Appendix V to the Calling Notice.

Proposed resolution:

The General Meeting approves the principles for the Board members' fees for the period from and including 21 April 2021 to the annual general meeting 2022.

Item 7.3 Motion to approve the principles for the Nomination Committee member fees for the period 21 April 2021 to the annual general meeting 2022

In accordance with the Articles of Association, § 6 c), the Nomination Committee presents to the General Meeting a motion to approve the principles for the Nomination Committee members' fees for the period from and including 21 April 2021 to the annual general meeting 2022, see Appendix V to the Calling Notice.

Proposed resolution:

The General Meeting approves the principles for the Nomination Committee members' fees for the period from and including 21 April 2021 to the annual general meeting 2022.

ITEM 8 AUTHORIZATION TO ACQUIRE TREASURY SHARES

The General Meeting of the Company has on an annual basis authorised the Board of Directors to acquire treasury shares. The Board of Directors proposes to renew this authorization.

The purpose of such share repurchase authority is to allow for adjustments to the Company's capital structure. Further, in the opinion of the Board of Directors, treasury shares will give the Company flexibility in terms of satisfying employee share incentive plans and to fund possible acquisitions and other possible corporate transactions by the Company.

Proposed resolution:

(i) The Board of Directors is authorized to acquire shares in the Company on behalf of the Company.
(ii) The shares are to be acquired at market terms in a regulated market where the shares are traded.
(iii) The shares may be disposed of either to meet obligations under employee incentive schemes, as part of consideration payable for acquisitions made by the Company, as part of consideration for any mergers, demergers or acquisitions involving the Company, by way of cancellation of the shares in part or full, to raise funds for specific investments, for the purpose of paying down loans (including convertible loans), or in order to strengthen the Company's capital base. The Board is free to choose the method of disposal considered expedient for such purposes.
(iv) The maximum face value of the shares which the Company may acquire pursuant to this authorization is in total NOK 116,162,098. Under no circumstances can the Company acquire shares leading to an aggregate number of treasury shares exceeding 10% of the total number of shares. The minimum amount which may be paid for each share acquired pursuant to this power of attorney is NOK 3, and the maximum amount is NOK 150.
(v) This authorization is valid from registration in the Norwegian Register of Business Enterprises and expires on 30 June 2022.
(vi) The authorization to acquire treasury shares granted on 22 April 2020 is revoked with effect from the time the above authorization in this item 8 becomes effective.

ITEM 9 STATEMENT FROM THE BOARD REGARDING POLICY FOR DETERMINATION OF - AND REPORT ON - REMUNERATION TO SENIOR EXECUTIVES

Item 9.1 Motion to approve the Policy for remuneration to senior executives of the Company

In accordance with section 6-16a of the Public Companies Act, the Board of Directors has established a policy for determining remuneration to senior executives in the Company. The statement is presented in Appendix VI to the Calling Notice for the approval by the General Meeting.

Proposed resolution:

The General Meeting approves the policy for determining remuneration to senior executives pursuant to section 6-16a of the Public Companies Act.

Item 9.2 Motion to approve the Report on remuneration to senior executives of the Company

In accordance with section 6-16b of the Public Companies Act, the Board of Directors has prepared a report on remuneration to senior executives in the Company paid in the previous fiscal year. The report is presented in Appendix VII to the Calling Notice for the advisory vote by the General Meeting.

Proposed resolution:

The General Meeting approves the report on remuneration to senior executives pursuant to section 6-16b of the Public Companies Act.

ITEM 10 APPROVAL OF LONG TERM INCENTIVE PLAN FOR EMPLOYEES

The Board of Directors proposes to the General Meeting to approve a long term incentive plan ("LTI Plan") for employees effective from 21 April 2021. No award will be made from the 2021 LTI Plan after 21 April 2024. The proposed 2021 LTI Plan is based on the LTI Plan approved at the 2020 AGM, where the Company may only grant performance related restricted stock units ("PRSUs") to employees. However, the 2021 LTI Plan contains some noticeable changes compared with the 2020 LTI Plan:

The Board of Directors has for the 2021 LTI Plan proposed a pool of 6,000,000 PRSUs as set forth in the plan document contained in Appendix VIII to the Calling Notice (the "Pool"). The Pool is calculated to provide an adequate award of PRSUs to the CEO and Senior Executives. PRSUs will be awarded to the CEO and Senior Executives based on a percentage range of their base salary. This percentage range is lower than the compensation mid-point for the Company's compensation peer group, which the Board finds appropriate given the recent weak share price development.

The PRSUs awarded to CEO and Senior Executives under the 2021 LTI Plan will be conditioned upon a minimum two-year lock-in period from vesting, which takes place three years after award. The total PRSU awards under all outstanding LTI Plans and the equivalent maximum potential share settlement thereunder will not at any time exceed 5% of the Company's share capital. The Board is of the opinion that this structure is aligning the interests of the shareholders with those of the CEO and Senior

Executives. This also enables achievement of the target compensation mix set between fixed and variable components as outlined in Appendix VI to the Calling Notice.

Any awarded PRSUs will, subject to the participant's continued employment with the Company (or a subsidiary), be settled three years after grant subject to the below additional conditions:

Settlement of 75% of the awarded PRSUs are subject to the Company achieving a Total Shareholder Return ("TSR") from award to settlement above the lower quartile measured against the average TSR of relevant companies included in a comparator group (the "LTI Plan Comparator Group"). For Company TSR performance above the lower quartile of the companies in the LTI Plan Comparator Group, this part of the PRSUs will settle in accordance with this chart:

TSR Performance

Settlement of 25% of the awarded PRSUs are subject to the Company achieving a goal (defined as a range) on Return on Capital Employed ("ROCE") for the period covering the full financial years 2022 and 2023. ROCE is defined as Segment EBIT (without exclusion of gains or losses from sale of assets, impairments or other charges) divided by average Net Capital Employed (where Net Capital Employed is the sum of shareholders' equity and net interest bearing debt). The performance will be based on the arithmetic average of the actual ROCE for the years 2022 and 2023. The performance range is between 10% and 15%, where for a ROCE of 10% or less, none of the PRSUs subject to this KPI will settle, while a ROCE of 15% or above will result in 100% settlement of the PRSUs subject to this KPI. Achievements are linear from 0% to 100% settlement of the ROCE PRSUs within the performance range.

For a more detailed description of settlement of PRSUs, see the full 2021 LTI Plan document included in Appendix VIII to the Calling Notice.

Upon settlement, the participant will receive a number of shares in the Company which equals the number of PRSUs awarded and settled. PRSUs that do not settle will be terminated. Delivery of shares will take place from the Company's pool of treasury shares or, if an insufficient number of treasury shares exists, by cash payment of an equivalent value. Therefore, there will be no dilutive effect for the Company's shareholders.

Pursuant to the proposed 2021 LTI Plan, the Board shall propose the maximum number of PRSUs available for grant. The Board proposes that the maximum number of PRSUs to be granted under the 2021 LTI Plan is equal to the Pool described above. Consequently, the maximum number of shares to be delivered to participants will not exceed the Pool. No participant in the 2021 LTI Plan (including the CEO) may receive more than 7 % of the Pool.

In the Board's opinion, the 2021 LTI Plan whereby PRSUs settle to the extent the Company over time delivers TSR compared to the LTI Plan Comparator Group and meets the goals on ROCE, aligns the compensation of key employees with the long term interests of the Company and its shareholders. Also, in addition to incentivize performance and increase of shareholder value, this program will help attract and retain talent.

The complete terms and conditions of the 2021 LTI Plan are seen in the plan document outlined in Appendix VIII to the Calling Notice.

On 11 June 2021, a total of 1,577,350 PRSUs awarded under the 2018 LTI Plan will either settle or forfeit. On 23 August 2021, 13,800 Restricted Stock Units awarded under the 2016 LTI Plan will settle. Following approval of the proposed 2021 LTI Plan and settlement of the mentioned LTI Plans, the outstanding PRSUs awarded to employees (including the entire 2021-Pool) will be 10,543,450. Assuming full award and settlement, this amounts to approximately 2.7 % of the Company's total current outstanding share capital (as per 22 March 2021).

The General Meeting is requested to approve the 2021 LTI Plan.

Proposed resolution:

The General Meeting approves the 2021 Long Term Incentive Plan.

ITEM 11 MOTION TO AUTHORIZE THE COMPANY'S BOARD OF DIRECTORS TO INCREASE THE SHARE CAPITAL

The General Meeting of the Company has on an annual basis authorized the Board of Directors to issue new shares. The Board of Directors proposes to renew the authorization granted in 2020.

The Board of Directors is of the opinion that the limited general authorization is necessary to provide flexibility in terms of potential acquisitions and other corporate transactions and settlements thereof, and therefore, is in the best interest of the Company. It is further proposed to authorize the Board of Directors to waive existing shareholders' preferential rights in order to allow the possibility for new shareholders subscribing shares.

Further, the Board of Directors has proposed to restrict the general authorization in item 11 so that the number of shares to be issued under this authorization and the authorization in item 12 to issue convertible loans in the aggregate cannot exceed 10% of the Company's share capital.

Proposed resolution:

The General Meeting hereby approves the following authorization:

(i) The Board of Directors is authorized to increase the Company's share capital by a total amount of NOK 116,162,098 through one or more subscriptions. The authorization is, however, restricted so that the number of shares to be issued under this authorization and the authorization to issue convertible bonds set out in item 12 of the minutes from the Annual General Meeting held 21 April 2021 in the aggregate cannot exceed 10% of the Company's share capital at the time of the resolution to issue shares. The Board of Directors is further authorized to determine the price and terms of such offerings and subscriptions, including but not limited to, whether in the Norwegian and/or the international markets, whether private or public and whether or not underwritten.
(ii) The authorization includes the right to increase the Company's share capital in return for non-cash contributions and the right to assume special obligations on behalf of the Company.
(iii) The authorization shall be utilised in connection with potential acquisitions of companies or businesses within the oil and energy sector, including the oil service sector, settlement of obligations (including convertible loans), funding of material investments, debt repurchases or to raise funds in order to strengthen the Company's capital base.
(iv) The Board of Directors is further authorized to set aside the preferential rights pursuant to Section 10-4 of the Public Limited Companies Act. The rationale behind each such resolution must be given by the Board, and must be based on this being in the interest of the Company due to strategic benefits or need for capital contributions.
(v) The authorization includes a resolution to merge, c.f. the Public Limited Companies Act Section 13-5.
(vi) The authorization shall be effective from the date it is registered in the Norwegian Register of Business Enterprises and shall be valid until 30 June 2022.
(vii) The general authorization to issue new shares that was granted on the General Meeting 22 April 2020 is revoked with effect from the time the above authorization in this item 11 becomes effective.

ITEM 12 MOTION TO AUTHORIZE THE COMPANY'S BOARD OF DIRECTORS TO ISSUE CONVERTIBLE LOANS

The General Meeting of the Company has previously granted the Board of Directors the authority to issue convertible loans. The Board of Directors is continually considering how to further develop the Company in accordance with its identified strategy. Identifying and setting up the right financial structure is vital in this respect. In order to continue to provide the Board of Directors with sufficient flexibility to be able to put in place a cost efficient and flexible financial structure, it is desirable that the Board of Directors is granted a new power of attorney authorizing the Board of Directors to agree and enter into convertible loans. It is further proposed to authorize the Board of Directors to waive existing shareholders' preferential rights in order to allow the possibility for new investors subscribing the loan. The Board has, however, proposed to restrict the authorization so that that the number of shares to be issued pursuant to convertible loans under this authorization and the authorization in item 11 to issue shares, in the aggregate cannot exceed 10% of the Company's share capital.

Proposed resolution:

The General Meeting hereby approves the following authorization:

(i) The Company may raise new convertible loans up to or at a total amount of NOK 3,500,000,000 (or the equivalent in other currencies). The Board of Directors are authorised to negotiate and enter into convertible loan agreements within the limits and in accordance with the terms of this authorisation.
(ii) The share capital of the Company may be increased by a total of NOK 116,162,098 as a result of the loans referred to in sub item (i) above being converted into equity. The authorization is, however, restricted so that the number of shares to be issued under this authorization and the general authorization to issue shares as set out in item 11 of the minutes from the Annual General Meeting held 21 April 2021 in the aggregate cannot exceed 10% of the Company's share capital at the time of the resolution to issue convertible bonds.
(iii) The shareholders' preferential rights to subscribe the loans may be set aside. The rationale behind each such resolution must be given by the Board, and must be based on this being in the interest of the Company due to strategic benefits or need for capital contributions.
(iv) The authorization to issue new convertible loans shall be effective from the date it is registered in the Norwegian Register of Business Enterprises and shall be valid until 30 June 2022. The authorization to increase the share capital in accordance with sub item (ii) above shall be valid as long as required to meet the Company's obligations under the loan agreements.
(v) The authorization to issue convertible loans granted on 22 April 2020 is revoked with effect from the time the above authorization in this item 12 becomes effective.

ITEM 13 INDEMNIFICATION OF BOARD OF DIRECTORS AND PRESIDENT & CEO

It has been the practice of the Company that the Annual General Meeting passes a resolution providing an indemnification for the Board members and the President & CEO relating to liability and claims made against them arising out of their service for the Company. At the Extraordinary General Meeting of the Company held 13 December 2006, the general indemnification agreement for the Board of Directors was approved.

Proposed resolution:

The General Meeting accepts indemnification for the Board members and the President & CEO for the period from and including 22 April 2020 to 21 April 2021.

ITEM 14 CORPORATE GOVERNANCE STATEMENT

The corporate governance statement of the Company is a separate item on the agenda for the Annual General Meeting. The statement is also referred to in the 2020 Board of Directors' Report and included in the annual report setting out the Financial Statements and attached separately hereto as Appendix IX to the Calling Notice.

This separate item is a non-voting item as the corporate governance statement is subject to discussions only and not to separate approval by the shareholders.

* * *

At the Company's Annual General Meeting, each share has one vote. As of 22 March 2021, there are a total of 387,206,996 shares. This number of shares may however increase prior to the Annual General Meeting due to conversion of bonds to shares. An owner with shares registered through a custodian has voting rights equivalent to the number of shares covered by the custodian arrangement, provided that the owner of the shares shall within two working days before the Annual General Meeting provide the Company with his or her name and address together with a confirmation from the custodian to the effect that he or she is the beneficial owner of the shares held in custody.

The online remote participation is being organised by DNB Bank Issuer Services and its subcontractor Lumi. By attending the online extraordinary general meeting, shareholders will be able to listen to a live audiocast of the meeting, see the presentation, submit questions relating to the items on the agenda and cast their votes in the real time poll of the annual general meeting. Registration is not required to participate online, but shareholders must be logged in before the meeting starts. If you are not logged in before the general meeting starts, you will not be able to attend. Log in starts an hour before. See separate guide on how shareholders can participate electronically, cf. Appendix X to the Calling Notice. In order to attend the virtual general meeting, shareholders need access to the Lumi AGM solution by either (i) downloading the Lumi AGM app from Apple Appstore or Google Play Store by searching for "Lumi AGM", or (ii) visit the Lumi AGM website at: https://web.lumiagm.com/?fromUrl=181704142

When the shareholder have either downloaded the Lumi AGM app or opened the website, the shareholder must enter the "Meeting ID" 181-704-142 and click "Join". All shareholders registered in the VPS are assigned their own unique reference and PIN code for use in the AGM and the Lumi AGM app, available to each shareholder through VPS Investor Services. Access VPS Investor Services, select

Corporate Actions, General Meeting. Click on the ISIN and you can see your reference number (Ref.nr.) and PIN code.

All shareholders who cannot find their own unique reference and PIN code through VPS Investor Service, may contact DNB Investor Services on +47 23 26 80 20, or send an e-mail to [email protected]. All VPS registered shareholders may access VPS Investor Services through https://www.vps.no/pub/ or internet bank. Contact your VPS account operator if you do not have access. Shareholders who have not selected electronic corporate messages in investor Services will also receive their reference number and PIN code by post (on the ballots) together with the notice from the Company.

Shareholders that are prevented from participating in the virtual general meeting may be represented by proxy and may vote in advance. Granting of proxy may be registered through the Company's website www.pgs.com or through VPS Investor Services or by e-mail to [email protected], or by regular mail to DNB Bank ASA, Registrars Department, P.O. Box 1600 Centrum, 0021 Oslo, Norway. Proxies with voting instructions cannot be submitted electronically and must be sent to [email protected] (scanned form) or by regular mail to DNB Bank ASA, Registrars' Department, P.O. Box 1600 Centrum, 0021 Oslo, Norway. Voting in advance may only be executed electronically, through the logging on to VPS Investor Services, by selecting Corporate Actions, General Meeting, or by following this link:

https://investor.vps.no/gm/logOn.htm?token=31543e72fe6f7e5a8ed3006536ab701dc02f270b&valid To=1621602000000&oppdragsId=20210316VPLOKIU0 or by accessing the Company's webpage www.pgs.com. All shareholders must identify themselves by their own unique reference and PIN code. Shareholders who are not able to register electronically may also send an e-mail to [email protected] or by mail as referenced in the proxy and voting in advance forms. The deadline for advance voting and registration of proxy is 20 April 2021 at 12:00 hrs CET.

Oslo, 23 March 2021

Walter Qvam Chairperson

List of Appendices to this Calling Notice that are made available on www.pgs.com:

Appendix I Board of Directors' Report and Financial Statements
Appendix II Nomination Committee Report
Appendix III Board members' and Nomination Committee members' fees for the period 22 April 2020 to the Annual General Meeting 2021
Appendix IV Principles for Board members' and Nomination Committee members' fees for the period 22 April 2020 up to the Annual General Meeting in 2021
Appendix V Principles for Board member and Nomination Committee's fees for the period from 21 April 2021 up to the annual general meeting 2022
Appendix VI Board of Directors' Policy on remuneration to the Company's CEO and Senior Executives
Appendix VII Board of Directors' Report on remuneration to the Company's CEO and Senior Executives
Appendix VIII 2021 Long Term Incentive Plan
Appendix IX Corporate Governance Report
Appendix X AGM Online Guide

Ref no: PIN code:

Notice of Ordinary/Annual General Meeting

Meeting in PGS ASA will be held on 21 April 2021 at 15:00 CET. Virtual.

The shareholder is registered with the following amount of shares at summons: _____________ and vote for the number of shares owned per 20 April 2021.

IMPORTANT MESSAGE:

In accordance with Norwegian temporary legislation exempting companies from physical meeting requirements to reduce Covid-19 risk, the Extraordinary General Meeting will be held as a digital meeting only, with no physical attendance for shareholders.

Please log in at https://web.lumiagm.com/181704142

You must identify yourself using the reference number and PIN code from VPS that you will find in investor services (Corporate Actions – General Meeting – click ISIN) or sent you by post (for non-electronic actors) Shareholders can also get their reference number and PIN code by contacting DNB Bank Verdipapirservice by phone +47 23 26 80 20 or by e-mail [email protected].

On the company's web page www.pgs.com you will find an online guide describing more in detail how you as a shareholder can participate in the Virtual meeting.

Deadline for registration of attendance, advance votes, proxy or instructions: 20 April 2021 at 12:00 CET.

Advance votes

Advance votes may only be executed electronically, through the Company's website www.pgs.com (use ref and pin code above) or through VPS Investor Services (where you are identified and do not need Ref.nr.and PIN Code). Chose Corporate Actions - General Meeting, click on ISIN.

Notice of attendance

Shareholders are only allowed to participate online due to the Covid-19 situation. See separate guide on how shareholders can participate virtual. Registration is not required to participate online, but shareholders must be logged in before the meeting starts. If you are not logged in before the general meeting starts, you will not be able to attend. Log in starts an hour before.

Please note that shareholders who do not wish to participate online or vote in advance have the opportunity to authorize another person. Information on how this can be done follows:

Proxy without voting instructions for Ordinary/Annual General Meeting of PGS ASA.
If you are unable to attend the meeting, you may grant proxy to another individual.
Ref no:	PIN code:

Proxy should be registered through the Company's website www.pgs.com or through VPS Investor Services. For granting proxy through the Company's website, the abovementioned reference number and pin code must be stated. In VPS Investor Services chose Corporate Actions - General Meeting, click on ISIN

If you are not able to register this electronically, you may send by E-mail to [email protected], or by regular Mail to DNB Bank ASA, Registrars Department, P.O.Box 1600 Centrum, 0021 Oslo, Norway. If the shareholder is a Company, the Company's Certificate of Registration must be attached to the proxy.

The undersigned: ________________________________

hereby grants (if you do not state the name of the proxy holder, the proxy will be given to the Chair of the Board of Directors)

the Chair of the Board of Directors (or a person authorised by him or her), or

_____________________________________________ (Name of proxy holder in capital letters)

proxy to attend and vote for my/our shares at the Ordinary/Annual General Meeting of PGS ASA on 21 April 2021.

Proxy with voting instructions for Ordinary/Annual General Meeting in PGS ASA.

If you are unable to attend the meeting in person, you may use this proxy form to give voting instructions to Chair of the Board of Directors or the person authorised by him or her. (Alternatively, you may vote electronically in advance, see separate section above.) Instruction to other than Chair of the Board should be agreed directly with the proxy holder.

Proxies with voting instructions can only be registered by DNB, and must be sent to [email protected] (scanned form) or by regular Mail to DNB Bank ASA, Registrars' Department, P.O.Box 1600 Centrum, 0021 Oslo, Norway. The form must be received by DNB Bank ASA, Registrars' Department no later than 20 April 2021 at noon CET If the shareholder is a Company, the Company's Certificate of Registration must be attached to the proxy.

Proxies with voting instructions must be dated and signed in order to be valid.

The undersigned: ________________________________________________ Ref no:

thereby grants the Chair of the Board of Directors (or the person authorised by him or her) proxy to attend and vote for my/our shares at the Ordinary/Annual General Meeting of PGS ASA on 21 April 2021.

The votes shall be exercised in accordance to the instructions below. If the sections for voting are left blank, this will be counted as an instruction to vote in accordance with the Board's and Nomination Committee's recommendations. However, if any motions are made from the attendees in addition to or in replacement of the proposals in the Notice, the proxy holder may vote at his or her discretion. If there is any doubt as to how the instructions should be understood, the proxy holder may abstain from voting.

Agenda Annual General Meeting 2021	For	Against	Abstention
1. APPROVAL OF THE CALLING NOTICE AND AGENDA			
2. ELECTION OF PERSON TO COUNTERSIGN THE MINUTES			
3. APPROVAL OF THE DIRECTORS' REPORT AND FINANCIAL STATEMENTS OF PGS ASA AND THE GROUP FOR 2020			
4. APPROVAL OF THE AUDITOR'S FEE FOR 2020			
5. ELECTION OF BOARD OF DIRECTORS
5.1. Walter Qvam (Chairperson)			
5.2. Anne Grethe Dalane			
5.3. Richard Herbert			
5.4. Marianne Kah			
5.5. Trond Brandsrud			
6. NOMINATION COMMITTEE – ELECTION OF MEMBERS
6.1. Harald Norvik (Chairperson)			
6.2. Terje Valebjørg			
6.3. Alexandra Herger			
6.4 Ole Jakob Hundstad			
7. APPROVAL OF THE BOARD MEMBERS' AND NOMINATION COMMITTEE MEMBERS' FEES
7.1. Motion to approve Board members' and Nomination Committee members' fees for the period 22 April 2020 to the annual general meeting 2021			
7.2. Motion to approve the principles for the Board members' fees for the period 21 April 2021 to the annual general meeting 2022			
7.3. Motion to approve the principles for the Nomination Committee members' fees for the period 21 April 2021 to the annual general meeting 2022			
8. AUTHORIZATION TO ACQUIRE TREASURY SHARES			
9. STATEMENT FROM THE BOARD REGARDING POLICY FOR DETERMINATION OF - AND REPORT ON - REMUNERATION TO SENIOR EXECUTIVES
9.1 Motion to approve the Policy for remuneration to senior executives of the Company			
9.2 Motion to approve the Report on remuneration to senior executives of the Company			
10. APPROVAL OF LONG TERM INCENTIVE PLAN FOR EMPLOYEES			
11. MOTION TO AUTHORIZE THE COMPANY'S BOARD OF DIRECTORS TO INCREASE THE SHARE CAPITAL			
12. MOTION TO AUTHORIZE THE COMPANY'S BOARD OF DIRECTORS TO ISSUE CONVERTIBLE LOANS			
13. INDEMNIFICATION OF BOARD OF DIRECTORS AND PRESIDENT&CEO			
14. CORPORATE GOVERNANCE STATEMENT

Nomination Committee Report to the 2021 AGM

Introduction

The Nomination Committee (the "Committee") in PGS ASA ("PGS" or the "Company") was established at the Annual General Meeting ("AGM") on 8 June 2005. The current Committee consists of Harald Norvik (Chairperson), Terje Valebjørg, Alexandra Herger and Ole Jakob Hundstad. None of the members of the Committee are employees of PGS or members of the PGS Board of Directors (the "Board").

The Committee held three meetings in 2020.

The main duties of the Committee are to propose nominees for election at the AGM as members and chairperson to the Board and the Committee itself, and to propose the fees to be paid to the members of the Board and the Committee.

The duties of the Committee are further regulated in the Nomination Committee Mandate and Charter. The current Charter is available on www.pgs.com.

The Board and Committee also once a year invites the shareholders to join in on a dialogue on corporate governance and corporate responsibility matters. The invitation has during the recent years, and also in 2020, been posted on www.pgs.com and any shareholder may initiate communication with the Company on these matters.

Nominees to the Board of Directors

The Committee has in preparation of its work on proposing nominees for election as members and chairperson to the Board interviewed existing members of the Board as well as the President & CEO. For the 2021 AGM, the Committee emphasizes the importance of PGS' need for a balance of experience and expertise among the members to the Board, which will provide knowledge of the strategic, international, financial, technological and management issues which face PGS and its' management.

PGS currently meets the requirements for both male and female directors and residency laid out in the Public Limited Companies Act Sections 6-11 a (1) and 6-11(1). The same will apply if the Board proposed by the Committee is adopted by the AGM.

The proposal is, for a term of one year beginning on the 2021 AGM and ending on the 2022 AGM, to re-elect Mr. Walter Qvam as Chairperson (appointed as Director in 2013), and the Directors Ms. Anne Grethe Dalane (appointed as Director in 2013), Mr. Richard Herbert (appointed as Director in 2017), Ms. Marianne Kah (appointed as Director in 2018), and Mr. Trond Brandsrud (appointed as Director in 2019). Information about the Directors' participation in Board meetings can be found in the Corporate Governance Report, cf. Appendix IX to the Calling Notice.

The Committee considers the proposed re-electives, to be independent from the Company's management, major business relations, and major shareholders (owning shares in the Company of more than 10%).

The Committee is of the opinion that the proposed Board will have the competence necessary to establish an Audit Committee in accordance with competency requirements of the Norwegian Public Limited Companies Act § 6-42.

Details of the existing - and proposed - Director's experience and expertise can be found on https://www.pgs.com/about-us/board-and-executive-team/board-of-directors/.

The Committee has put considerable effort in assessing the needs of the Board. The Committee believes that both the existing and proposed Board – taking into consideration both shareholder-elected and employee-elected Directors – will provide the necessary industry knowledge, technical competence and corporate experience needed for PGS' corporate governance.

Nominees for the Nomination Committee

The Committee has carefully considered whether to propose new members to the Committee on the 2021 AGM. In this work, the Committee has specifically evaluated PGS' need for a Committee which has knowledge of the strategic, international, financial, technological and management issues which face PGS in order to identify qualified and suitable nominees to the Board. The Committee also emphasize the importance of both male and female members and both Norwegian and international members to the Committee.

The proposal is, for a term of one year beginning on the 2021 AGM and ending on the 2022 AGM, to re-elect Mr. Harald Norvik (appointed as Chairperson in 2017) as Chairperson, and to re-elect Mr. Terje Valebjørg (appointed as member in 2016), Ms. Alexandra Herger (appointed as member in 2019) and Mr. Ole Jakob Hundstad (appointed as member in 2019) as members.

The Committee considers the proposed re-electives, to be independent from the Company's management, major business relations and major shareholders (owning shares in the Company of more than 10%) however noting that Mr. Hundstad is employed with the Government Pension Fund Norway (Folketrygdfondet) who owns and votes for shares in the Company but less than 10%.

Details of existing - and proposed - Committee members experience and expertise can be found on https://www.pgs.com/about-us/corporate-governance/nomination-committee/.

Remuneration of the Board of Directors

The Committee has reviewed remuneration practice for both shareholder- and employeeelected Directors in both international and Norwegian peer companies in order to establish a recommendation to the AGM. The Committee has also taken into account the results of the latest Board Remuneration Survey issued by the Norwegian Institute of Directors. Based on this, the Committee proposes to keep the principles and levels for remuneration to the shareholderand employee-elected Directors for the period 2021 AGM-2022 AGM at the same level as it was approved by the AGM for the period 2020 AGM-2021 AGM.

The remuneration scheme for the shareholder- and employee-elected Directors thus proposed for the period 2021 AGM-2022 AGM is presented in Appendix V to the Calling Notice.

The remuneration payable to the Directors for the previous period 2020 AGM-2021 AGM is set forth in Appendix III to the Calling Notice. This remuneration is calculated in accordance with the principles for Director remuneration that were adopted by the 2020 AGM, see Appendix IV to the Calling Notice.

According to the Norwegian Code of Practice for Corporate Governance, the Directors should be requested to own shares in the Company. The Committee recommended at the 2018 AGM that the shareholder elected Directors over a three-year (2018-2021) period themselves acquire shares in the Company in an amount at least equal to 25% of the proposed annual fixed board member fee. The Committee notes that all current shareholder-elected Directors that were able to acquire shares, has followed the recommendation that applied for the previous three-year period. To this end, the Committee proposes on the 2021 AGM to renew the recommendation that the shareholder-elected Board members shall acquire shares over a new three-year period from the 2021 AGM-2024 AGM on the same terms as for the previous three-year period (2018 AGM-2021 AGM). Whilst noting that Directors may be prevented from acquiring shares due to other roles and positions, the Committee will take into account Director shareholding in the Company when proposing Directors for re-election.

Remuneration of the Nomination Committee members

The Committee has reviewed remuneration practice for nomination committee members in both international and Norwegian peer companies in order to establish a recommendation to the 2021 AGM, and has also taken into account the results of the most recent Board Remuneration Survey issued by the Norwegian Institute of Directors. Based on this, the Committee proposes to keep the principles and levels for remuneration to the Committee members for the period 2021 AGM-2022 AGM at the same level as it was approved by the AGM for the period 2020 AGM-2021 AGM.

The principles for and levels of Committee member fees for the period 2021 AGM-2022 AGM proposed by the Committee are seen in Appendix V to the Calling Notice.

The fees payable to the Committee members for the period 2020 AGM-2021 AGM are set forth in Appendix III to the Calling Notice. These numbers are calculated on basis of the principles for remuneration that were adopted by the 2020 AGM, see Appendix IV to the Calling Notice.

* * * Shareholders who wish to propose new Board members or new members of the Nomination Committee may do so by submitting a candidate's name to PGS' investor relations staff via the Company's website: www.pgs.com by following the link, "Nominate a Board Member." The deadline for submissions each year is January 31. Alternatively, candidates can be proposed by letter to PGS attn. General Counsel or via email to: [email protected].

FEES FOR BOARD MEMBERS and NOMINATION COMMITTEE MEMBERS 22 April 2020 - 21 April 2021

							Appendix III

			2Q 2020	3Q 2020	4Q 2020	1Q 2021	TOTAL
Qvam, Walter	Chairperson + Chairperson Remuneration Committee	USD	27,750	27,750	27,750	27,750	111,000
Dalane, Anne Grethe	Director + Chairperson Audit Committee	USD	18,500	18,500	18,500	18,500	74,000
Herbert, Richard	Director + Member Audit Committee	USD	17,250	17,250	17,250	17,250	69,000
Kah, Marianne	Director + Member Audit Committee	USD	17,250	17,250	17,250	17,250	69,000
Trond Brandsrud	Director + Member Remuneration Committee	USD	16,875	16,875	16,875	16,875	67,500
			97,625	97,625	97,625	97,625	390,500

Anette Valbø	Director + Member Audit Committee	NOK	25,000	25,000	25,000	25,000	100,000
Hege Renshus	Director + Member Audit Committee	NOK	25,000	25,000	25,000	25,000	100,000
Grunde Rønholt	Director + Member Remuneration Committee	NOK	25,000	25,000	25,000	25,000	100,000
		NOK	75,000	75,000	75,000	75,000	300,000

			2Q 2020	3Q 2020	4Q 2020	1Q 2021	TOTAL
	Chairperson Nomination Committee	USD	2,625	2,625	2,625	2,625	10,500
Norvik, Harald	Member Nomination Committee	USD	2,000	2,000	2,000	2,000	8,000
Valebjørg, Terje	Member Nomination Committee	USD	2,000	2,000	2,000	2,000	8,000
Herger, Alexandra	Member Nomination Committee	USD	2,000	2,000	2,000	2,000	8,000
Hundstad, Ole Jakob			8,625	8,625	8,625	8,625	34,500

PRINCIPLES FOR SHAREHOLDER ELECTED BOARD MEMBERS' FEES For the period from 22 April 2020 to the annual general meeting 2021

	Board Member Fee	Audit Committee Fee	Remuneration Committee Fee	Travel Time Allowance for each meeting
All Members	\$60,000	\$9,000	\$7,500	- Intercontinental travel: \$4,500 - Regional travel (e.g. within US or Europe): \$3,000 - Travel within same nation/state (e.g. within Norway or Texas): \$500 - Travel within same city: \$0
Committee		Additional	Additional
Chairperson		\$5,000	\$3,500
Board	\$100,000			As for other members
Chairperson

Further, any costs incurred by the shareholder elected Board Members in relation to their participation as a member of the Board or any of the committees, will be reimbursed by the Company. All fees and costs will be paid on a quarterly basis in arrears.

PRINCIPLES FOR EMPLOYEE ELECTED BOARD MEMBERS' FEES For the period from 22 April 2020 to the annual general meeting 2021

	Board Member Fee	Audit Committee Fee	Remuneration Committee Fee	Travel Time Allowance for each meeting
All Members	NOK 100,000	N/A	N/A	N/A

The employee elected Board Members shall otherwise be subject to applicable Company policy for compensation, including policy on compensation to employees of travel related costs. All fees will be paid on a monthly basis in arrears.

PRINCIPLES FOR THE NOMINATION COMMITTEE MEMBERS' FEES For the period 22 April 2020 to the annual general meeting 2021

	Nomination Committee Fee	Travel Time Allowance for each meeting
All Members	\$8,000	- Intercontinental travel: \$4,500 - Regional travel (e.g. within US or Europe): \$3,000 - Travel within same nation/state (e.g. within Norway or Texas): \$500 - Travel within same city: \$0
Chairperson	Additional \$2,500

Further, any costs incurred by the Nomination Committee Members in relation to their participation as a member of the Nomination Committee, will be reimbursed by the Company. All fees and costs will be paid on a quarterly basis in arrears.

PRINCIPLES FOR SHAREHOLDER ELECTED BOARD MEMBERS' FEES For the period from 21 April 2021 to the annual general meeting 2022

	Board Member Fee	Audit Committee Fee	Remuneration Committee Fee	Travel Time Allowance for each meeting
All Members	\$60,000	\$9,000	\$7,500	- Intercontinental travel: \$4,500 - Regional travel (e.g. within US or Europe): \$3,000 - Travel within same nation/state (e.g. within Norway or Texas): \$500 - Travel within same city: \$0
Committee		Additional	Additional
Chairperson		\$5,000	\$3,500
Board	\$100,000			As for other members
Chairperson

PRINCIPLES FOR EMPLOYEE ELECTED BOARD MEMBERS' FEES For the period from 21 April 2021 to the annual general meeting 2022

	Board Member Fee	Audit Committee Fee	Remuneration Committee Fee	Travel Time Allowance for each meeting
All Members	NOK 100,000	N/A	N/A	N/A

PRINCIPLES FOR THE NOMINATION COMMITTEE MEMBERS' FEES For the period 21 April 2021 to the annual general meeting 2022

	Nomination Committee Fee	Travel Time Allowance for each meeting
All Members	\$8,000	- Intercontinental travel: \$4,500 - Regional travel (e.g. within US or Europe): \$3,000 - Travel within same nation/state (e.g. within Norway or Texas): \$500 - Travel within same city: \$0
Chairperson	Additional \$2,500

Board of Directors' Policy on Remuneration to the Company's CEO and Senior Executives

In accordance with §6-16a of the Norwegian Public Limited Liability Companies Act, PGS ASA ("PGS" or "the Company") and its Board of Directors (the "Board") has for our President & CEO (the "CEO") and the executive officers (the "Senior Executives") established a Policy related to determination of salary and other benefits (the "Policy"). The Policy is outlined below, and will be presented to the shareholders for approval at the upcoming Annual General Meeting ("AGM") to apply for a four year policy period from the 2021 AGM, or until the general meeting resolving changes to the Policy if earlier.

1. Introduction

PGS is an international company operating in the global geophysical industry. Our operations are conducted world-wide. This means that our talent pool is and needs to be diverse and international. The total compensation package for our CEO and Senior Executives will therefore need to be based on the norms in both the Norwegian labor market and the global talent market that we compete within. Whilst responding to the Company's financial ability, both the level of total compensation and the structure of the compensation package for our CEO and Senior Executives is designed to incentivize enhanced performance, achieve PGS' strategy and long-term interests, and ensure common goals and interest between the shareholders and the CEO/Senior Executives. The Policy is also designed to attract and retain highly qualified leaders with diverse backgrounds and experience. All of the above will require the use of several different instruments and components, as explained below.

2. Overview of Total Compensation for the CEO and Senior Executives

The current remuneration package for our CEO and Senior Executives includes fixed elements and variable elements. The fixed elements consist of a base salary and other benefits such as car allowance, phone, internet and similar. The fixed elements also include a defined contribution pension scheme and an individual pension scheme. The variable elements consist of Short Term Incentive Plans ("STI Plans") which is our annual bonus scheme, and Long Term Incentive Plans ("LTI Plans") which are composed of Performance Restricted Stock Units ("PRSUs").

PGS has with the help of an external advisor identified a specific peer group of comparable companies across relevant markets. The advisor has collected and combined information related to total compensation level and structure amongst these companies. As of December 31, 2020, the peer group consisted of 15 companies from Norway and Europe. These companies are of comparable size and have international operations in the oil & gas and oil services sectors. The peer group is subject to regular review. The Board and its Remuneration and Corporate Governance Committee ("Remco") uses this information, among other tools, to benchmark and decide on an appropriate total compensation structure for the CEO and Senior Executives.

Remco and the Board evaluate the remuneration of the CEO and Senior Executives regularly. As part of its meeting schedule, Remco annually reviews the total compensation level and the mix between fixed and variable compensation. As part of this review, the mix between long-and short-term incentives, and the mix between corporate financial goals and personal performance goals are evaluated. At the beginning of each calendar year the corporate financial goals and its targets and ranges are reviewed and approved by Remco and the Board. PGS has routines for detecting and preventing conflicts of

APPENDIX VI

interests, and thereby ensuring a balanced determination of compensation of the CEO and Senior Executives.

Taking into account the global industry PGS is operating in and the peer group information, the total compensation of the CEO is designed to target a relative share for each component approximately as follows: 40-50% as base salary, 30-40% as target bonus payment from the STI Plan, and 20-30% as target settlement from the LTI Plan. For the Senior Executives, the target is approximately 50-60% as base salary, 25-35% as bonus payment from the STI Plan, and 10-20% as settlement from the LTI Plan. These are long-term targets, and the actual compensation and the split will depend on the Company's financial performance and other elements.

3. Fixed elements

Base salary for the CEO and Senior Executives is reviewed by Remco. Base salary is approved by the Board with regards to that of the CEO, and by the CEO with regards to that of any Senior Executive.

In addition to base salary and other fixed benefits mentioned in Section 2 above, the CEO and - as of 31 December 2020 - one Senior Executive have an early retirement plan allowing for termination of employment without cause when reaching the age of 62. Full early retirement benefits are defined as 60% of the last base salary in the year of retirement. The CEO is eligible for 85% of full benefits upon retiring at the age of 62 and full benefits upon retiring at the age of 65. The other Senior Executive is eligible for full benefits upon retiring at the age of 62. The early retirement benefits cease when the CEO and the other Senior Executive reach the age of 67.

For termination of the CEO's employment, a mutual notice period of 6 months applies. If the Company terminates the CEO's employment, the CEO is entitled to a severance pay equivalent to a base salary payment of 6 months. The Board may however agree to a longer period if this in the Board's view is in the Company's best interest. The above also applies if the Company initiates a termination and the parties agree that the employment shall be terminated.

For termination of the Senior Executives' employment, a mutual notice period of either 3 or 6 months apply. As of 31 December 2020, one Senior Executive is upon the Company's termination of employment entitled to a severance pay equivalent to 12 months base salary. The remaining Senior Executives are not entitled to severance pay upon termination, unless otherwise approved by the CEO as being in the Company's best interest.

For the recruitment of a CEO or a Senior Executive, the Board and CEO respectively may grant an appropriate sign-on bonus to such new hire if this is deemed to be necessary and in the best interest of the Company.

4. Short Term Incentive Plans

Participation in the STI Plans and the minimum-, target- and maximum pay-out levels under such plans are determined by the Company on an annual basis. Minimum-, target- and maximum pay-out levels are annually reviewed and approved by Remco and the Board.

Bonus payments under the STI Plans to the CEO and Senior Executives will be based partly on the Company and its subsidiaries achievement of one or more key performance indicators ("KPIs"), and partly on achievement of agreed goals in the individual's personal performance contract. The personal performance KPIs are related to areas such as financial, strategic, operational-, organizational, people, and ESG (environmental, social and governance). All personal KPIs will be linked to the Company's strategy, be measurable and predetermined, whilst taking into account external factors. Following the recommendation from Remco, the Board will determine the company KPIs and their associated pay-out levels normally during the fourth/first quarter each year to apply for the following/present financial year. The KPIs, their relative weighting, and the associated pay-out levels from each KPI will be tied to the Company's - at that time - most important targets.

As such, with a strategic focus over the last years of repaying debt, the financial KPIs used during the last years have been Revenues less Gross Cash Cost and Cash Flow after Investing Activities. These KPIs may however change from year to year depending on the Company's financial situation and its current key strategic priorities. PGS is not in a position to publish forward looking financial targets and ranges for such financial KPIs since the Company as a matter of policy does not guide on the financial figures that can be derived from such targets and ranges. Therefore, any such targets and ranges will only be disclosed retrospectively in the Report on the 2022 AGM and onwards.

Bonus payments under the STI Plans are for each year determined based on audited financial statements (for financial KPIs) and how they meet with the KPIs set, as well as on personal performance appraisals for the CEO and each Senior Executive on how they meet their personal performance goals. The Board is entitled to take into consideration changes imposed by extraordinary external factors beyond the reasonable control of the CEO or the executive team when assessing achievement of the KPI's under the STI Plan. Remco and the Board appraises the performance of the CEO, whereas the CEO appraises the performance by the Senior Executives.

Annual bonus payments under the STI Plans are for the CEO and Senior Executives over time targeted to be 85% and 57% of base salary respectively, whereas payments are capped to 150% and 100% respectively. The Company reserves the right to withhold or delay any payments under STI Plans in extraordinary circumstances, as decided by the Board. The Company also reserves the right to cancel STI Plans without any payment to the CEO, Senior Executives or other participants prior to final determination of achievements by the Board.

The CEO and Senior Executives will not be eligible for bonus payout under the STI Plans if they have resigned, or given/been given a notice of termination before the payment date, unless otherwise approved by the Board or CEO respectively as being in the Company's best interests. An exception from this is that the CEO or a Senior Executive retiring before the payment day will be eligible for a bonus prorated for months of employment in the earnings year.

The STI Plans and their KPIs, weighting and associated pay out levels are designed to contribute to meeting PGS' businesses strategy and to promote the Company's long-term interests whilst taking PGS' financial ability into account. As noted above, the KPIs, their relative weighting, and the associated payout levels from each KPI will be tied to the Company's – at that time – most important targets.

Separately, for incentivization purposes, the Board may award a discretionary bonus to CEO and/or Senior Executives in the event the Company is involved in major transactions that is deemed to protect or generate shareholder value and be in the Company's best long term interests. Such discretionary bonus will be capped to 150% and 100% of base salary for the CEO and Senior Executives respectively.

For the purpose of ensuring continued service to the Company, the Board and CEO may in extraordinary circumstances and if deemed to be in the Company's best interest approve the payment of a stay-on bonus to the CEO and any Senior Executive respectively, both being subject to the same cap as a above.

5. Long Term Incentive Plans

The Company's AGMs have for several years annually authorized LTI Plans in order to ensure continued long-term incentives linked to the Company's financial performance and relative share price development. The Board will annually throughout the Policy period continue to propose an LTI Plan for approval at the AGM, and will each year present the full details of the LTI Plan document.

Each LTI Plan will for all eligible employees consist solely of a pool of PRSUs that will be awarded to eligible employees following the AGM approving such plan and a given deadline in the LTI Plan. Settlement of the PRSUs will be conditioned upon the Company over a defined period from award meeting certain goals and share price related targets under one or more Key Performance Indicators ("KPIs") set out in each LTI Plan. The KPIs, their relative weighting, and the associated pay out levels from each KPI will be designed to protect the Company's long term-interests and create value over time. During the recent years, the KPIs in LTI Plans have been Total Shareholder Return ("TSR") and Return On Capital Employed ("ROCE"). TSR achievement have been measured against a comparator group of companies while the ROCE has been an absolute financial target. These KPIs have been seen by the Board to be adequate metrics to gauge the protection of long-term interests for the Company and creation of shareholder value over time. The KPIs may however for each LTI Plan change depending on the Company's financial situation and its current key strategic priorities.

The total PRSU awards under all outstanding LTI Plans and the equivalent maximum potential share settlement thereunder will not at any time exceed 5% of the Company's share capital. The Board will for the period between an upcoming AGM and the subsequent AGM not distribute to the CEO or any Senior Executives any other share-based incentives than PRSUs under the approved LTI Plans.

The full LTI Plan including the KPIs, goals, the size of the pool of PRSUs subject for award, and the LTI Plan terms and conditions will be presented in the Calling Notice for each AGM for shareholder approval.

The LTI Plan and its KPIs and goals are designed to contribute to PGS meetings its businesses strategy and to promote the Company's long-term interests whilst taking PGS' financial ability into account.

6. Other employees and employee elected Board members

This Policy primarily deals with the remuneration to PGS' CEO and Senior Executives. However, the Policy is to a large extent providing guidance on how the Company remunerates a broader group of key employees within the Company. Enhanced performance by the management groups is not achieved by our CEO and Senior Executives alone but is rather dependent on a number of managers and key employees throughout the Company. Therefore, these are also included in the nomination process for the STI Plans and LTI Plans, which contain all or some of the above-mentioned elements. In addition, all other employees may receive up to a maximum of one-month salary in annual bonus based on achievement of company performance KPIs.

The remuneration to the employee elected Board members is - for their service as board members proposed by the Company's Nomination Committee and approved by the AGM on an annual basis. The proposal for remuneration is determined annually. The Nomination Committee bases its proposal inter alia on the annual survey data provided by the Norwegian Institute of Directors' under their annual survey on employee elected director compensation. Further details are presented in the Calling Notice for each AGM, where the Company solicits approval for directors' remuneration paid from the previous AGM to the upcoming AGM, as well the principles for Board fees for the period from the upcoming AGM to the subsequent AGM.

7. The Policy's contribution to the Company's strategy, long term interests and financial sustainability

The Board is of the view that the total compensation packages with its elements for the CEO and Senior Executives constitutes proper incentives to meet the Company's strategic goals and protect the Company's long-term interests. The mix between fixed and variable performance related compensation, the mix between long- and short-term incentives, the mix between corporate financial goals and personal performance goals, and the proposed financial goals and its targets and ranges is also well suited to ensure the financial sustainability for the Company. In particular, one of the primary shortterm strategic goals for the Company is to repay debt. Reducing debt short-term is also an important effort to ensure the financial sustainability for the Company long-term. The Company's strategy is thus centered around ensuring the financial sustainability for the Company. As such, the company KPIs applied in the STI Plans during recent years - Revenues less Gross Cash Cost and Cash Flow after Investing Activities - give the CEO and Senior Executives proper incentives to repay debt by targeting free cash flow. The CEO and Senior Executives' short-term incentives are henceforth aligned with the Company's main short-term strategic goal, destined to protect long-term interests and suitable for ensuring the financial sustainability of the Company.

Also, to protect the Company's long-term interests, the KPIs under the most recent LTI Plans being TSR and ROCE give appropriate incentives for the CEO and the Senior Executives to build value for shareholders and protect long term interests of the Company. In order for the Company to be successful under the TSR metric, the development in Company's share price needs over time to outperform that of the companies in the comparator group. ROCE is also an indicator for performance exceeding the weighted average cost of capital. This is a proper metric to gauge the increase of shareholder value and protection of the long-term interests of the Company.

The personal performance KPIs are focused on financial-, strategic-, operational-, organizational-, people and ESG goals to enable both short-term and long-term development of the Company. The personal performance KPIs are designed to incentivize increased personal performance and related to the individual executive's role.

8. Deviations from the Policy

Upon proposing material changes during the Policy period applying from the 2021 AGM, the Company will either seek approval in an AGM or call for an Extraordinary General Meeting to solicit approval. The Company will in the calling notice describe the proposed changes, and take note of shareholders' voting over the Company's remuneration policy and remuneration report for the previous fiscal year.

Otherwise, the Board will ensure that the Policy is reviewed and presented for approval by the AGM at least every fourth year.

9. Explanation on how shareholders voting is considered for the Policy

The Board is of the opinion that this Policy is aligned with the shareholders' interests, but will monitor and take into account the result of the shareholders advisory vote over the remuneration report and assess any impact for the Policy during the policy period.

Board of Directors' Report on Remuneration to the Company's CEO and Senior Executives

In accordance with §6-16b of the Norwegian Public Limited Liability Companies Act, PGS ASA ("PGS" or "the Company") and its Board of Directors (the "Board") has prepared a report on the remuneration paid to the President & CEO (the "CEO") and the executive officers (the "Senior Executives") during the previous fiscal year, and how the Board has followed the guiding remuneration principles presented on the 2020 AGM (the "Report"). The Report is outlined below and will be presented to the shareholders for their advisory vote at the 2021 AGM.

1. Introduction

In February 2020, the Company completed the refinancing of its capital market and bank debt by extending certain main maturities and raising new equity. At that time, the Company had forecasted free cash flow generation sufficient to pay down maturities as they fell due, including the USD 135 million to existing revolving credit facility banks in September 2020. However, just after completion of the refinancing, Covid-19 and the drastic fall in the oil price occurred, leading to cancellations and postponements in the investments of our customers and causing a significant drop in PGS' revenues for 2020. The PGS executive team quickly realized that revenues would drop dramatically and that it was necessary to implement significant cost saving initiatives and extend maturities on existing debt. Among the many initiatives to save cost, the annual salary increase and the 2020 STI Plan/bonus program was cancelled for everyone, including for the CEO and Senior Executives.

The Company went on to reduce its cost base by more than 30% and concluded the rescheduling of its main debt early in 2021. Both represented strong achievements by the Company's management team.

Organizationally, EVP Operations & Technology Per Arild Reksnes was in January 2020 succeeded by Rob Adams. Following further organizational changes in August 2020 as part of the Company's cost saving initiatives, the group led by former Executive Vice President New Ventures Berit Osnes was included in Sales & Services. The Senior Executives in the Company as of August 2020 thus comprised:

Executive Vice President Operations Rob Adams
Executive Vice President Sales & Services Nathan Oliver
Executive Vice President & Chief Financial Officer Gottfred Langseth

The letter to shareholders in the Company's 2020 Annual Report outlines further business highlights and details affecting remuneration to the CEO and Senior Executives.

Appendices III and IV to the 2021 AGM Calling Notice describes the compensation paid to the shareholder and employee elected members of the Board. Such compensation paid is approved by the AGM as separate voting items.

2. Total remuneration paid during the previous fiscal year

The total remuneration paid to the CEO and Senior Executives during the previous fiscal year and their holdings of PRSUs are set out in Notes 29 and 30 to the Consolidated Financial Statements contained in the Annual Report. This is also outlined here in Table 1 below:

Table 1 - Remuneration to CEO and Senior Executives for the reported financial year (a) (b)
	Fixed remuneration		Variable remuneration
(In US dollars)		Base salary (c)	Fringe benefits	Bonus	RSUs/PRSUs	Proportion of bonus and RSUs/PRSUs of total remuneration	Pension expense	Tota Remuneration	Proportion of fixed and variable remuneration
Rune Olav Pedersen	2020	464,343	17,587	116,908	4,134	15% / 1%	138,843	741,815	84% / 16%
President and Chief Executive Officer	2019	533,771	20,770	196,959	34,679	21% / 4%	150,809	936,988	75% / 25%
Gottfred Langseth	2020	413,085	23,119	66,105	4,134	11% / 1%	83,605	590,048	88% / 12%
Executive Vice President and Chief Financial Officer	2019	478,300	24,552	85,814	34,679	12% / 5%	88,590	711,936	83% / 17%
Nathan Oliver	2020	355,091	40,113	60,095	612	12% / ~0%	32,578	488,490	88% / 12%
Executive Vice President of Sales & Services	2019	397,405	44,148	44,030	9,857	8% / 2%	38,845	534,285	90% / 10%
Berit Osnes	2020	209,672	7,098	60,095	1,837	19% / 1%	24,341	303,044	80% / 20%
Executive Vice President of New Ventures (d)	2019	396,095	12,948	25,460	9,633	5% / 2%	43,220	487,355	93% / 7%
Rob Adams	2020	372,813	56,638	40,320	1,485	8% / ~0%	36,076	507,331	92% / 8%
Executive Vice President of Operations (e)	2019
	(a) Amounts in NOK have been translated to US Dollars using rate for 2020 and 2019 of NOK/USD 9.400 and NOK/USD 8.8037, respectively,

As seen from the above table, the total compensation for the CEO was for 2020 split as follows: 86 % as base salary, 15 % as bonus payment from the 2019 Short Term Incentive Plan ("STI Plan"), and 1 % as settlement of Restricted Stock Units ("RSUs") from the 2017 Long Term Incentive Plan ("LTI Plan"). There was no settlement of Performance Restricted Stock Units ("PRSUs") from the 2017 LTI Plan.

Since the 2020 AGM, the Board has generally followed the guiding principles then approved by the AGM with respect to remuneration to the CEO and Senior Executives, with some exceptions. The guiding principles approved by the 2020 AGM set forth an STI Plan based on clear KPI's for the Company and for each individual. As explained above, there was no annual salary review, and the 2020 STI Plan was cancelled by the Board in accordance with a recommendation from the PGS executive team. Such cancellations was done as a consequence of the dramatic situation caused by the Covid-19 pandemic. The bonus payment in 2020 indicated in the table above is payment received in 2020 under the 2019 STI Plan/bonus program. The cancellation of the 2020 STI Plan/bonus program will in next year's Report show as zero payment in 2021 under the 2020 STI Plan.

PGS does not expressly reserve the right to claw back bonus earned and paid under STI Plans or LTI Plans.

3. Share based remuneration

The Company's AGMs have for several years authorized LTI Plans for award and settlement of PRSUs. Settlement of the PRSUs and subsequent transfer to the eligible employee of shares in the Company will take place three years after the award, subject principally to the Company meeting the above stated KPIs and continued employment by the Company, or in case of leaving the Company, being a "Good Leaver".

Table 2 below sets forth an overview of the PRSU holdings for the CEO and Senior Executives with the main conditions for settlement:

		Information regarding the reported financial year
							PRSUs granted		PRSUs adjusted (due to performance)		Closing balance
					Average	PRSUs awarded at		Market value of the		Market value of	PRSUs subject to a
					exercise	the beginning of the Number		underlying shares		the underlying	performance
	Specification of plan	Performance periode Award date Vesting date price				year	of PRSUS	(US dollars)	Number of PRSUs	shares	condition
Rune Olav Pedersen	Performance based grant - 2018	6/11/18 - 6/11/2021	6/11/2018	6/11/2021		126,000					126,000
	Performance based grant - 2019	6/21/19 - 6/21/2022	6/21/2019	6/21/2022		168,000					168,000
	Performance based grant - 2020	8/24/20 - 8/21/2023	8/24/2020	8/24/2023			168,000	571,200			168,000
Gottfred Langseth	Performance based grant - 2018	6/11/18 - 6/11/2021	6/11/2018	6/11/2021		60,000					60,000
	Performance based grant - 2019	6/21/19 - 6/21/2022	6/21/2019	6/21/2022		75,000					75,000
	Performance based grant - 2020	8/24/20 - 8/21/2023	8/24/2020	8/24/2023			75,000	255,000			75,000
Nathan Oliver	Performance based grant - 2018	6/11/18 - 6/11/2021	6/11/2018	6/11/2021		30,000					30,000
	Performance based grant - 2019	6/21/19 - 6/21/2022	6/21/2019	6/21/2022		75,000					75,000
	Performance based grant - 2020	8/24/20 - 8/21/2023	8/24/2020	8/24/2023			75,000	255,000			75,000
Berit Osnes	Performance based grant - 2018	6/11/18 - 6/11/2021	6/11/2018	6/11/2021		24,000					24,000
	Performance based grant - 2019	6/21/19 - 6/21/2022	6/21/2019	6/21/2022		75,000					75,000
	Performance based grant - 2020	8/24/20 - 8/21/2023	8/24/2020	8/24/2023			50,000	170,000			50,000
Rob Adams	Performance based grant - 2018	6/11/18 - 6/11/2021	6/11/2018	6/11/2021		30,000					30,000
	Performance based grant - 2019	6/21/19 - 6/21/2022	6/21/2019	6/21/2022		30,000					30,000
	Performance based grant - 2020	8/24/20 - 8/21/2023	8/24/2020	8/24/2023			75,000	255,000			75,000

The awards of PRSUs reflected in the above table is aligned with the remuneration principles presented to the AGMs in the years of approving the relevant LTI Plans.

4. Compensation paid vs. the approved remuneration principles – how performance criteria have been applied – how shareholders voting is considered

The remuneration for the previous fiscal year is in compliance with the remuneration principles for CEO and Senior Executives presented to the 2020 AGM, with the exceptions explained above (cancellation of annual salary review and 2020 STI Plan).

As regards the pay out under 2017 LTI Plan, the PRSUs yielded no pay out and the settlement of the RSUs yielded a minor pay out.

As seen in Appendix VIII and Item 10 of the Calling Notice to the 2021 AGM, the Board has introduced certain changes to the 2021 LTI Plan to ensure further alignment with shareholder interests. The Board will monitor and take into account the result of the shareholders advisory vote over this Report when reviewing the Policy during the upcoming policy period.

5. Comparative information on CEO and Senior Executive remuneration

Table 3 below sets forth a comparison between developments over the last five years in (i) the Company's annual financial performance and (ii) remuneration to CEO and Senior Executives:

Table 3 - Development in remuneration to CEO and Senior Execurtives and Company performance over the last five reported financial years
Annual Change (a)	2020 vs 2019	2019 vs 2018	2018 vs 2017	2017 vs 2016	2016 vs 2015
President and Chief Executive Officer (b)	-21%	13%	-34%	14%	-9%
Executive Vice President and Chief Financial Officer	-17%	-5%	14%	0%	-9%
Executive Vice President of Sales & Services (c)	-9%	-28%	10%	-1%	-10%
Executive Vice President of Operations (d) (e)	-20%	-5%	3%	-4%	-6%
Company performance
Financial Metrics	FY 2020	FY 2019	FY 2018	FY 2017	FY 2016
Segment EBIT	12.2	96.4	36.3	-147.1	-137.5
Segment EBITDA	397.7	556.1	515.9	374.1	313.3
Net cash flow before financing activities	111.9	221.8	95.8	-18.3	-207.8
Non-financial metrics
HSEQ: Total Recordable Case Frequency ("TRCF")	0.65	0.86	1.15	0.60	1.04

(a) Amounts in other currencies than US dollars have been translated to US Dollars using yearly average exchange rate for the respective year.
(b) Rune Olav Pedersen succeded Jon Erik Reinhardsen as President and Chief Executive Officer with effect from September 1, 2017
(c) Nathan Oliver succeded Sverre Strandenes as Executive Vice President of Sales & Services from January 1, 2019
(d) Rob Adams succeded Per Arild Reksnes as Executive Vice President of Operations from January 1, 2020.

Table 4 below sets out the average remuneration paid to full time employees of the Company (other than the CEO and the Senior Executives) compared to that of the CEO for the same five-year period:

Table 4 - CEO to average employee compensation ratio
(In US dollars)	2020	2019	2018	2017	2016
President and Chief Executive Officer	741,815	936,988 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -	828,141	1,258,331	1,101,925
Average employee compensation	100,746	98,098	96,681	91,340	92,709
I Ratio	7.36	9.55	8.57	13.78	11.89

Table 5 below sets out an overview over actual pay-out under the STI Plans during the last five years compared with target pay out:

21 April 2021

PGS ASA 2021 Long Term Incentive Plan

1. Plan. The PGS ASA 2021 Long Term Incentive Plan was adopted by PGS ASA to reward certain corporate officers and employees of the Company and its Subsidiaries by enabling them to receive Shares of the Company.

2. Objectives. The purpose of the Plan is to further align the interests of the Company, its Subsidiaries and its shareholders by providing long-term incentives in the form of Awards to employees who can contribute materially to the success and profitability of the Company and its Subsidiaries. Such Awards will recognize and reward outstanding performances and individual contributions and give Participants in the Plan an interest in the Company parallel to that of the shareholders, thus enhancing the proprietary and personal interest of such Participants in the Company's continued success and long term progress. This Plan will also enhance the Company and its Subsidiaries' ability to attract and retain key employees.

3. Definitions. As used herein, the terms set forth below shall have the following respective meanings:

"Award" means the grant of PRSUs to an Employee pursuant to such applicable terms, conditions, and limitations as may be established in order to fulfill the objectives of the Plan.

"Award Agreement" means one or more agreements between the Company and an Employee setting forth the terms, conditions and limitations applicable to an Award.

"Award Date" means the date an Award is granted to a Participant pursuant to the Plan.

"Board" means the Board of Directors of the Company.

"Change of Control" shall be deemed to have occurred if: (a) a tender offer is made and consummated for the ownership of 25% or more of the outstanding voting securities of the Company; (b) a company, person or group of companies or persons otherwise comes into control of more than 25% of the outstanding voting securities of the Company; (b) the Company is merged or consolidated with another corporation and as a result of such merger or consolidation less than 51% of the outstanding voting securities of the surviving or resulting corporation are owned in the aggregate by the persons or entities who were shareholders of the Company immediately prior to such merger or consolidation; or (c) the Company sells substantially all of its assets to another corporation, partnership or other entity that is not a wholly owned subsidiary of the Company.

"Committee" means the committee of the Board designated by the Board to administer certain portions of the Plan or, if no such committee is designated, the Board. The Committee may consist of Directors of the Board and/or of the personnel from the Company management.

"Company" means PGS ASA.

"Code" means the United States Internal Revenue Code of 1986, as amended.

"Employee" means (1) an employee of the Company or any of its Subsidiaries or (2) an individual who has agreed to become an employee of the Company or any of its Subsidiaries and is expected to become such an employee within six months following the applicable Award Date.

"Fair Market Value" of a Share means, as of a particular date, (i) if the Company at that point is listed on the Oslo Stock Exchange, the average trading price of the Shares on Oslo Stock Exchange that particular date, (ii) if the Company at that point is not listed on the Oslo Stock Exchange, but is listed on another stock exchange, the average trading price of the Shares on such other stock exchange that particular date, or (iii) if the Shares are not publicly traded, the most recent value determined by an independent appraiser appointed by the Company for such purpose.

"Good Leaver" is defined in Article 9(b).

"Participant" means an Employee to whom an Award has been granted under this Plan.

"Plan" is defined in Article 1.

"PRSU" means a performance restricted stock unit, each of which entitles the Participant to receive one Share, subject to the terms and conditions of the Plan and the Award Agreement.

"ROCE" means Return On Capital Employed. This is a financial ratio defined as Segment EBIT (without exclusion of gains or losses from sale of assets, impairments or other charges) divided by the average Net Capital Employed for the same period. Net Capital Employed is the sum of shareholders' equity and net interest bearing debt.

"Settlement Date" means, subject to Article 19, the third anniversary of the Award Date, and if the applicable Settlement Date falls on a Saturday, Sunday or public holiday in Norway, the Settlement Date shall be the first day thereafter where banks in Norway are generally open for business.

"Shares" means the ordinary shares of the Company.

"Subsidiary" means (i) in the case of a corporation, any corporation of which the Company directly or indirectly owns shares representing 50% or more of the combined voting power of the shares of all classes or series of share capital of such corporation which have the right to vote generally on matters submitted to a vote of the stockholders of such corporation, (ii) in the case of a partnership or other business entity not organized as a corporation, any such business entity of which the Company directly or indirectly owns 50% or more of the voting, capital or profits interests (whether in the form of partnership interests, membership interests or otherwise), (iii) any other corporation, partnership or other entity that is a "subsidiary" of the Company within the meaning of Rule 405 promulgated by the U.S. Securities and Exchange Commission under the U.S. Securities Act of 1933, as amended, and (iv) any other corporation, partnership or other entity that is a "subsidiary" of the Company within the meaning of the Norwegian Public Limited Liability Companies Act Section 1-3 second paragraph.

"TSR" means total shareholder return (share price differential and dividend) from the Award Date until the Settlement Date.

"LTI Comparator Group" means a group of relevant companies included in a comparator group as listed in Appendix 1 hereto with the purpose of identifying average TSR of these companies.

"Securities Account" means an account registered in the name of the Participant,such as with the Norwegian Central Securities Depository, VerdipapirsentralenASA.

4. Eligibility. All Employees who are management or key personnel are eligible for Awards under this Plan at the discretion of the Committee.

5. Shares Available for Awards.

(a) Subject to the provisions of Article 16, no Award shall be granted if it shall result in the aggregate number of Shares to be received by Participants under the Plan plus the number of Shares covered by or subject to Awards then outstanding under this Plan (after giving effect to the Award in question) is exceeding 6,000,000.

(b) The number of Shares that are the subject of Awards under this Plan that are forfeited or terminated shall again immediately become available for Awards hereunder. The Committee may from time to time adopt and observe such rules and procedures concerning the counting of Shares against the Plan maximum or any sublimit as it may deem appropriate, including rules more restrictive than those set forth above to the extent necessary to satisfy the requirements of any national stock exchange on which the Shares are listed, any applicable regulatory requirement or any tax qualification requirement. The Board and the appropriate officers of the Company are authorized to take from time to time whatever actions are necessary, and to file any required documents with governmental authorities, stock exchanges and transaction reporting systems to ensure that Shares are available for delivery pursuant to Awards.

(c) The rights provided for by an Award Agreement, the Award and settlement of the PRSUs, and the PRSUs themselves, are at all times conditional on (i) the Board having the necessary authorization to fulfill the delivery of the Shares under the PRSUs, and (ii) the Company holding a sufficient number of Shares as treasury shares at the relevant Settlement Date. In the event these conditions are not met, any PRSUs awarded and settled under the Plan shall be settled by a cash bonus payment equal to the Fair Market Value per Share on the date of settlement multiplied by the number of Shares subject to the Award.

6. Administration.

(a) This Plan shall be administered by the Committee, except as otherwise provided herein.

(b) Subject to the provisions hereof, the Committee shall have full and exclusive power and authority to administer this Plan and to take all actions that are specifically contemplated hereby or are necessary or appropriate in connection with the administration hereof. The Committee shall also have full and exclusive power to adopt such rules, regulations and guidelines for carrying out this Plan as it may deem necessary or proper and which are either (i) not materially adverse to the Participant to whom such Award was granted, (ii) consented to by such Participant, or (iii) made pursuant to the adjustment provisions in Article 16. The Committee may correct any defect or supply any omission or reconcile any inconsistency in this Plan or in any Award in the manner and to the extent the Committee deems necessary or desirable to further the Plan purposes.

(c) No member of the Committee or officer of the Company to whom the Committee has delegated authority in accordance with the provisions of Article 7 shall be liable for anything done or omitted to be done by him or her, by any member of the Committee or by any officer of the Company in connection with the performance of any duties under this Plan, except for his or her own willful misconduct or as expressly provided bystatute.

7. Delegation of Authority. The Board or the Committee may authorize a committee of one or more

members of the Board to grant individual Awards pursuant to this Plan. The Committee may delegate to the President & CEO or to other employees of the Company or its Subsidiaries its administrative duties under this Plan (excluding its granting authority) pursuant to such conditions or limitations as the Committee may establish. The Committee may engage or authorize the engagement of a third-party administrator to carry out administrative functions under the Plan. The Board shall itself determine any Award to the President & CEO and shall not delegate this or any authority under this Plan related to the Award to the President & CEO.

8. Awards.

(a) The Committee (or other committee to whom such authority is delegated under Article 7 shall designate from time to time the Employees who are to be the Participants. Any Award shall be granted in the Committee's discretion based on amongst other considerations the position in the Company and a review on the individual Participant's performance prior to Award.

(b) The Committee shall decide how many PRSUs each Participant shall receive.

(c) Each Award may, in the discretion of the Committee, be embodied in an Award Agreement, which shall contain such terms, conditions, and limitations as shall be determined by the Committee in its sole discretion and, if required by the Committee, shall be signed by the Participant to whom the Award is granted and signed for and on behalf of the Company. Awards may be granted singly, in combination or in tandem. Awards may also be granted in combination or in tandem with, in replacement of, or as alternatives to, grants or rights under this Plan or any other employee plan of the Company or any of its Subsidiaries, including the plan of any acquired entity. All or part of an Award may be subject to conditions established by the Committee.

9. PRSU Terms

(a) An Award shall be in the form of PRSUs, subject to the terms and conditions of the Plan and the Award Agreement. Unless otherwise provided by the Committee or this Article 9, the following terms shall apply to all PRSUs:

(i) Settlement of 75% of awarded PRSUs: Subject to the terms and conditions of this Plan and the Award Agreement, and further subject to Article 19, 75% of the PRSUs (the "TSR PRSUs") will be settled at the applicable Settlement Date as follows: All of the TSR PRSUs will automatically settle if the Company has delivered a TSR at the 100th percentile of the LTI Comparator Group. None of the TSR PRSUs will settle if the Company has delivered a TSR in the lower quartile of the LTI Comparator Group. If the Company has delivered a TSR at the Median of the LTI Comparator Group, 33.3% of the TSR PRSUs will settle. The settlement of TSR PRSUs as a function of TSR performance is illustrated in the chart below:

TSR Performance

(ii) Settlement of 25% of awarded PRSUs: Subject to the terms and conditions of this Plan and the Award Agreement, and further subject to Article 19, 25% of the PRSUs awarded (the "ROCE PRSUs") will automatically settle at the applicable Settlement Date subject to the Company's achievement of ROCE in the full financial years 2022 and 2023. The performance will be based on the arithmetic average of the actual ROCE for the years 2022 and 2023. The performance range is between 10% and 15%, where for a ROCE of 10% or less, none of the ROCE PRSUs will settle, while a ROCE of 15% or above will result in 100% settlement of the ROCE PRSUs. Achievements are linear from 0% to 100% settlement of the ROCE PRSUs within the performance range..

Following settlement, and subject to Article 5(c) and the further terms and conditions of the Plan and the Award Agreement, a number of Shares equal to the number of PRSUs settled will be delivered by the Company to the Participant's Securities Account as soon as practicable. Any delivery of Shares is conditional upon the Participant having registered a Securities Account and notified the Committee of the account details. Until the date that Shares are registered with a Participant's Securities Account, the Participant shall have no rights as a shareholder pursuant to the Plan or any Award Agreement. From the date when the Shares are registered with the Participant's Securities Account, the Participant will have the right to receive dividends thereafter declared with respect to such Shares and to exercise other shareholder rights. PRSUs which do not settle on the Settlement Date are terminated and become null and void.

(b) Termination of Employment: A "Good Leaver" is someone who leaves due to retirement at the normal retirement age or early retirement with Company (or a Subsidiary), consent, incapacity, serious ill health, death, or someone determined a Good Leaver by the Committee. For a Good Leaver, all PRSUs continue with full effect and will automatically be settled at the applicable Settlement Date pursuant to the terms and conditions of the Plan and the Award Agreement. In the event of the death of the Employee, all PRSUs shall be settled in cash as full and final settlement of all PRSUs within 60 days after the time of death. If more than one heir (whether by will, statute or otherwise) of the Employee claims the cash payment, the Committee can require as a condition for making the cash payment that the heirs within 30 days from written notice from the Committee agree among themselves who shall have the right to the cash payment, and if no such confirmation has been received in writing by the Committee within the 30 day deadline, the PRSUs will terminate without any cash payment taking place and without any further liability or obligations for the Company (or any Subsidiary). For an Employee who is not a Good Leaver, all PRSUs outstanding at the time the Employee resigns, gives or receives a notice of termination with the Company (or a Subsidiary) will terminate immediately without any further liability or obligations for the Company (or a Subsidiary). For the avoidance of doubt, a transfer of employment between the Company and a Subsidiary or between Subsidiaries shall not be considered a termination of employment for the purposes of this Plan.

(c) Lock-in Period: The President & CEO and certain senior officers of the Company as determined by the Committee shall be obliged to keep Shares delivered under Article 9(a) for a period of minimum two years from date of delivery. During such period, the President & CEO and such senior officers may not sell or otherwise dispose of the Shares.

10. Change of Control. Notwithstanding any other provisions of the Plan, including Articles 7 and 8 hereof, unless otherwise expressly provided in the applicable Award Agreement, in the event of the occurrence of a Change of Control, each Award under this Plan to the Participant shall be immediately settled in full; provided, however, that with respect to a Participant subject to United States taxation, no Change of Control shall be deemed to have occurred unless such event also constitutes an event specified in Code Section 409A(2)(A)(v) and the Treasury Regulations promulgated thereunder.

11. Participants in Different Jurisdictions. The Committee may grant Awards to persons in a particular country under such terms and conditions as may, in the judgment of the Committee, be necessary or advisable to comply with the laws of the applicable foreign jurisdictions and, to that end, may establish subplans, modified PRSU settlement procedures and other terms and procedures. Notwithstanding the above, the Committee may not take any actions hereunder and no Awards shall be granted, that would violate any securities law, any governing statute, or any other applicable law.

12. Securities Law regulations.

(a) As the Company is a public company and is listed on the Oslo Stock Exchange, there are certain laws, rules and regulations that apply for subscription, sale and purchase of the Company's securities (including Shares and other financial instruments in the Company), including but not limited to insider trading rules and notification obligations. Each Participant is obliged, and is personally responsible, to make him- or herself familiar with such rules and to abide by the same.

(b) Furthermore, the Company has rules (which might be amended from time to time in the Company's sole discretion) for its employees and employees of its Subsidiaries trading in its securities, and each Participant is also obliged, and is personally responsible, to make him- or herself familiar with such Company rules and to abide by thesame.

(c) The Committee may adopt additional rules and procedures regarding the settlement of PRSUs from time to time, provided that such rules and procedures are not inconsistent with the provisions of this Plan.

13. Taxes. The Participant shall be fully liable for any and all tax liabilities imposed upon the Participant pursuant to an Award and any and all rights conferred to the Participant under an Award Agreement, including but not limited to, taxes imposed by the settlement of PRSUs and delivery of Shares or payment of cash. The Company will declare any Award and any delivery of Shares or payment of cash on the basis of an Award Agreement to the Norwegian and/or other relevant tax authorities in accordance with applicable laws at all times. The Company or its designated third-party administrator shall have the right to deduct applicable taxes (including withholding taxes) from any Award payment and withhold, at the time of delivery of cash or Shares under this Plan, an appropriate amount of cash or number of Shares or a combination thereof for payment of taxes (including withholding taxes) or other amounts required by law or to take such other action as may be necessary in the opinion of the Company to satisfy all obligations for withholding of such taxes.

14. Amendment, Modification, Suspension, or Termination of the Plan. The Board may amend, modify, suspend, or terminate this Plan for the purpose of meeting or addressing any changes in legal requirements or for any other purpose permitted by law, except that (i) no amendment or alteration that would adversely affect in any material respect the rights of any Participant under any Award previously granted to such Participant shall be made without the consent of such Participant and (ii) no amendment or alteration shall be effective prior to its approval by the shareholders of the Company to the extent such approval is required by applicable legal requirements or the applicable requirements of the securities exchange on which the Shares are listed.

15. Assignability. Unless otherwise determined by the Committee and provided in the Award Agreement or the terms of the Award, no Award or any other benefit under this Plan shall be assignable or otherwise transferable except by will or by the laws of descent and distribution. The Committee may prescribe and include in applicable Award Agreements or the terms of the Award other restrictions on transfer. Any attempted assignment of an Award or any other benefit under this Plan in violation of this Article 15 shall be null andvoid.

16. Adjustments.

(a) The existence of outstanding Awards shall not affect in any manner the right or power of the Company or its shareholders to make or authorize any or all adjustments, recapitalizations, reorganizations, or other changes in the share capital of the Company or its business or any merger, demerger or consolidation of the Company, or any issue of Shares, bonds, convertible bonds, debentures, preferred or prior preference stock (whether or not such issue is prior to, on a parity with or junior to the existing Shares) or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding of any kind, whether or not of a character similar to that of the acts or proceedings enumerated above.

(b) In the event of (i) any distribution on the Shares to the shareholders (including capital write downs); (ii) issuance of new Shares; (iii) issuance of financial instruments pursuant to chapter 11 of the Norwegian Public Liability Limited Companies Act; (iv) any subdivision or combination of outstanding Shares or a Share split; (v) any other recapitalization or capital reorganization or changes to the share capital of the Company; (vi) any consolidation, merger or demerger of the Company with another corporation or entity (which do not qualify as a Change of Control); or (vii) the adoption by the Company of any plan of exchange affecting the Shares, then the number of PRSUs covered by the Awards shall be proportionately adjusted by the Company as appropriate to reflect such transaction; provided that such adjustments shall only be such as are necessary to maintain the proportionate interest of the holders of the PRSUs and to preserve, without increasing, the value of such PRSUs.

(c) The total Awards under this Plan and under any other plan similar to this Plan approved by the shareholders of the Company which are in effect at any given time, may not exceed 5% of the Company's total issued share capital. Any Awards in excess of this will be automatically null and void and reduce each Participant's Awards of PRSUs on a pro rata basis.

17. Restrictions. No Shares or other form of payment shall be delivered with respect to any Award unless the Company shall be satisfied based on the advice of its counsel that such delivery will be in compliance with applicable law. Shares delivered under this Plan may be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the applicable securities regulatory authority, any securities exchange or transaction reporting system upon which the Shares are then listed or to which it is admitted for quotation and any applicable law. The Committee may cause a legend or legends to be placed or coded upon the Shares to make appropriate reference to any such restrictions.

18. Right to Employment. Nothing in this Plan or any Award Agreement shall interfere with or limit in any way the right of the Company or its Subsidiaries to terminate any Participant's employment or other service relationship at any time, or confer upon any Participant any right to continue in the capacity in which he or she is employed or otherwise serves the Company or its Subsidiaries.

19. Postponement of the Settlement Date. If, due to securities law restrictions, the Committee in its discretion finds it appropriate, the Committee may elect to postpone the applicable Settlement Date. The Settlement Date may, however, only be postponed for as long as the securities law restrictions apply.

20. Governing Law and Disputes. This Plan and all determinations made and actions taken pursuant hereto shall be governed by and construed in accordance with the laws of Norway. Any disputes arising out of or in connection with this Plan and any Award shall be settled by the ordinary courts in Norway with Asker og Bærum Tingrett as the legal venue.

21. Section 409A.

(a) Awards made under this Plan are intended to comply with or be exempt from Code Section 409A, and ambiguous provisions hereof, if any, shall be construed and interpreted in a manner consistent with such intent. No payment, benefit or consideration shall be substituted for an Award if such action would result in the imposition of taxes under Code Section 409A. Notwithstanding anything in this Plan to the contrary, if any Plan provision or Award under this Plan would result in the imposition of an additional tax under Code Section 409A, that Plan provision or Award shall be reformed, to the extent permissible under Code Section 409A, to avoid imposition of the additional tax, and no such action shall be deemed to adversely affect the Participant's rights to an Award.

(b) If the Participant is identified by the Company as a "specified employee" within the meaning of Code Section 409A(a)(2)(B)(i) on the date on which the Participant has a "separation from service" (other than due to death) within the meaning of Treasury Regulation § 1.409A-1(h), any Award payable or settled on account of a separation from service that is deferred compensation subject to Code Section 409A shall be paid or settled on the earliest of (1) the first business day following the expiration of six months from the Participant's separation from service, (2) the date of the Participant's death, or (3) such earlier date as complies with the requirements of Code Section 409A.

22. Effectiveness and Term. The Plan is effective as of 21 April 2021. No Award shall be made under the Plan after 21 April 2024.

Akastor ASA NO Aker Solutions ASA NO BW Offshore Limited NO CGG SA FR Fugro N.V. NL Hunting PLC GB ION Geophysical Corp US Kværner ASA NO Magseis Fairfield ASA NO Northern Drilling Limited NO Odfjell Drilling Limited NO Petrofac Limited GB Prosafe SE CY/NO Saipem SpA IT SBM Offshore N.V. NL SeaBird Exploration PLC NO Subsea 7 SA NO TechnipFMC PLC FR TGS-Nopec Geophysical Company ASA NO Wood Group (John) PLC GB	Company	Country

APPENDIX 1 – LTI COMPARATOR GROUP

Upon changes in the above LTI Comparator Group during the period from Award Date to Settlement Date (such as but not limited to bankruptcy, liquidation, mergers and acquisitions), the Committee is authorized to consider the consequences thereof for the LTI Comparator Group and the Company's relative TSR.

CORPORATE GOVERNANCE REPORT

PGS ASA ("PGS" or the "Company") is committed to maintaining high standards of corporate governance. We believe that effective corporate governance is essential to our Company's success and establishes the framework by which we conduct ourselves in delivering services to our customers and creating value for our shareholders.

PGS is registered in Norway as a public limited liability company, and our corporate governance model is based on Norwegian corporate law, the Oslo Stock Exchange's Issuer Rules, and the Norwegian Code of Practice for Corporate Governance (the "NUES Recommendations"). To the extent practicable, PGS also adheres to requirements applicable to registrants of foreign securities in the United States, where our American Depositary Shares ("ADS") are publicly traded. We have implemented corporate governance particularly suited to our Company and the industry in which we operate.

The Norwegian Public Limited Liability Companies Act section 5-6 (5) requires that the statement of Corporate Governance is brought up for the Annual General Meeting ("AGM"). Consequently, this report will be presented to the General Meeting on April 21, 2021.

Our corporate governance principles, which have been adopted by our Board of Directors (the "Board"), are summarized below. Our website provides full versions of our basic corporate governance documents and an overview of our governance structure. These items include the Company's Articles of Association, the Board' Rules of Procedure, and the charters for the Company's Audit Committee, Remuneration and Corporate Governance Committee ("Remco"), and Nomination Committee. The documents can be downloaded from www.pgs.com.

In accordance with the Norwegian Accounting Act section 3-3b, PGS is required to give a statement of our corporate governance in the Board's report. In the Board's report we refer to this document.

1. Code of Conduct, Core Values and Corporate Responsibility

We have adopted a Code of Conduct that reflects our commitment to our shareholders, customers, and employees to carry out our business with the utmost integrity. Our Code of Conduct and Core Values are available in full on www.pgs.com.

At the heart of our Core Values is also a principled approach to Corporate Responsibility. We have built our framework for Corporate Responsibility around three key areas: Environmental, Social and Governance matters. For a further description, see our 2020 ESG Report, which is available at www.pgs.com.

2. Business

PGS is a fully integrated marine geophysical company that provides a broad range of seismic and reservoir services, including acquisition, imaging, interpretation, and field evaluation. The Company's MultiClient data library is among the largest in the seismic industry. The Company operates on a worldwide basis with headquarters in Oslo, Norway.

Our business purpose, as presented in the Company's Articles of Association, is as follows:

"The business of the Company is to provide services to and participate and invest in energy related businesses."

Our business operations and product portfolio are presented in greater detail in the Annual Report.

3. Equity and Dividends

The shareholders' equity as of December 31, 2020 was \$396.4million, corresponding to 19 % of total assets.

As a result of a weak market over several years and the latest downturn following the outbreak of Covid-19 in 2020, combined with substantial investments in fleet renewal, Net Interest Bearing Debt excluding lease liabilities, currently at \$937.6million, is higher than what the Board sees as beneficial for stakeholders over time. Taking into account experience from the downcycle and with a view that the Company's markets will continue to be cyclical in the future, the Company has adopted a strategic target to over time reduce Net Interest Bearing Debt to a level not exceeding \$500 to 600 million, assuming the current size and composition of business activities. As a result, the Company will give higher priority to profitability, cash flow generation and debt reduction than business growth until it reaches a lower debt level. Early 2020, the Company successfully completed a refinancing of most of its interest bearing debt and made an equity raise of approximately \$95 million. At the time, the Company had seen a period of improving markets and profitability. However, the outbreak of the Covid-19 pandemic shortly thereafter had a severe negative impact on the market and the Company's revenues and cash flows. The Company, with the aim of preserving liquidity, responded by commencing processes to reducing operating costs and re-negotiate amortization and maturity profiles for its main credit facilities. These processes were completed during Q1-21, and included the issuance of a convertible loan. Please see Note 21 to the consolidated financial statements of PGS for further details. With the substantial cost reductions during 2020 and the re-scheduling of amortization and maturity on interest bearing debt, the Board believes that the Company is positioned to manage its debt obligations. During 2020, the Company reduced its Net Interest Bearing Debt by \$69.9million, or 7%.

The Board continually monitors the adequacy of the Company's capital structure in light of its objectives, strategy, risk profile and outlook.

The alternative performance measure "Net Interest Bearing Debt" as used above, excludes lease liabilies recognized in accordance with IFRS 16 and is further defined in the Annual Report.

The Board has adopted a dividend policy whereby it is the intention to distribute 25 to 50 percent of annual net income as dividends over time. The Board has no general authorization to distribute dividends. Each year's dividend is decided by the AGM after a proposal from the Board.

The Company has not distributed dividends in recent years due to a weak market, operating losses and a need to maintain an adequate liquidity reserve. Going forward, the Company's capacity to pay dividend will be assessed by the Board in light of, among other things, the market outlook and the Company's equity and funding positions. Since the Company currently has Net Interest Bearing Debt which is above the targeted level, priority is given to debt reduction before resuming dividend payments. In addition, the Company is restricted in its main credit facility from proposing a dividend for 2020 and these agreements require certain conditions to be fulfilled before the Company may propose a dividend payment.

The Board is authorized to buy back up to 10 percent of the Company's share capital (treasury shares). The current authorization expires on June 30, 2021. However, a new authorization will, in line with past practice, be proposed at the next AGM. Purchase of treasury shares are subject to restrictions in the Company's main credit facility identical to those applicable for distribution of dividends.

It has been an ongoing practice of PGS shareholders to grant authorizations to the Board permitting it to increase the Company's share capital or issue convertible loans for up to 10 percent of the Company's share capital for certain defined purposes. The current authorization was used to issue a convertible note related to the debt re-scheduling process completed in early 2021. A new authorization in line with past practice will be proposed at the next AGM.

Separate General Meeting votes are held for (a) authorizations to increase the share capital for certain business purposes, (b) authorization to issue convertible loans and (c) authorization to acquire treasury shares. When a proposed resolution encompasses share capital increases and/or the issuance of convertible loans and/or acquisition of treasury shares for various purposes, the Company does not find it practical to hold separate votes on each element of proposals. This is a deviation from the NUES Recommendation No. 3 where it is recommended that when the General Meeting is to consider mandates to the Board for the issue of shares for different purposes, each mandate should be considered separately by the meeting.

4. Equal Treatment of Shareholders and Transactions with Close Associates

PGS has a single share class and all shares carry the same rights. At our General Meetings, each share carries one vote. Our Board is committed to equal treatment of shareholders in all respects.

When applicable, transactions involving the Company's own shares are carried out through a stock exchange, or at prevailing stock-exchange prices if carried out in an alternative manner.

Transactions between the Company and shareholders, a shareholder's parent company, members of the Board, executive officers, or close associates of any such party (referred to as "Close Associates") shall be conducted at arm's length distance and at market terms. Material transactions with Close Associates will be subject to independent valuation by third parties. According to PGS' Code of Conduct, our employees shall not have any personal or financial interest that might conflict with those of PGS nor influence, or appear to influence judgments or actions in carrying out their responsibilities on behalf of the Company. According to the Board's Rules of Procedure, a member of our Board may not participate in discussions or decision-making as to issues in which the Director or any person closely associated with the Director has a material personal or financial interest. The Code of Conduct and Rules of Procedure are available on www.pgs.com.

5. Shares and Negotiability

The Company's shares are freely transferable and there are no restrictions imposed by the Company on ownership of or voting for shares.

6. General Meetings

Through participation in General Meetings, our shareholders exercise ultimate authority over the Company and, with exception of the employee elected Directors, elect the members of its Board and the chairperson of the Board.

Pursuant to the Company's Articles of Association, the notice of an AGM is distributed at least four weeks in advance of the meeting to shareholders or their depository banks. For ADS holders, the record date for notice-distribution purposes is set at approximately five weeks prior to the AGM. A copy of the calling notice with appendices will be posted on www.pgs.com.

Notices convening Extraordinary General Meetings ("EGM") must be distributed at least three weeks ahead of the meeting. The Board is to call shareholders to an EGM upon a written demand by the Company's independent auditor or shareholders representing at least five percent of the share capital, or for other purposes.

Shareholders who wish to attend a General Meeting must notify the Company's registrar or PGS by the deadline stated in the meeting notice, which must be at least two working days before the General Meeting.

According to the Company's Articles of Association, documents to be considered at the General Meeting may be published on our website. The same applies to documents that, due to statutory requirements must be attached to, or included in the notice calling the General Meeting. If the documents are published in such a manner, the statutory requirements for distribution shall not apply. Nevertheless, shareholders are entitled to request that documents to be considered by the General Meeting are sent to them via regular mail.

To vote at General Meetings, in person or by proxy, a shareholder must be registered with the Norwegian Central Securities Depository ("VPS"). Holders of ADS may vote according to the underlying shares by: (a) having the underlying shares transferred to an account with the Norwegian Central Securities Depository in the name of the holder, (b) attending the meeting as a shareholder by providing their name, address and evidence that they are the beneficial owner of the ADSs and coordinating with Deutsche Bank, depositary for the ADS, to have their ADSs blocked from voting, or (c) authorizing Deutsche Bank to vote the ADS on their behalf in accordance with specific guidelines.

An owner with shares registered through a custodian has voting rights equivalent to the number of shares covered by the custodial arrangement, provided that the owner of the shares, within two working days ahead of the General Meeting, provides PGS with his or her name and address together with written confirmation from the custodian to the effect that he or she is the beneficial owner of the shares held in custody.

Written and/or electronic voting in accordance with the Norwegian Public Limited Liability Companies Act, section 5-8b, shall be allowed for meetings where such method of voting is arranged by the Board. Under the prevailing Covid-19 situation and rules, the Company will for the 2021 AGM facilitate a virtual meeting.

Generally, all Directors normally attend the AGM together with the chairperson of the Nomination Committee and the auditor. In accordance with the Company's Articles of Association, the chairperson of the Board chairs General Meetings. This is a deviation from the NUES Recommendation No. 6 for making arrangements to ensure an independent chairperson for the General Meetings. The reason for this deviation is that the Company has found this more practical and that PGS wishes to ensure that General Meetings are chaired by a competent person having proper insight into PGS' overall operations.

7. Nomination Committee

According to our current Articles of Association, the Company has a Nomination Committee comprised of four members to be elected by our shareholders at the AGM. The majority of Nomination Committee members shall qualify as independent parties, pursuant to the NUES Recommendations. The term of service shall be two years unless the General Meeting determines that the period shall be shorter.

The Nomination Committee's main responsibilities, which are set out in the Nomination Committee Mandate and Charter, are to propose nominees for election as members and chairperson of the Board and the Nomination Committee. Further, the Nomination Committee proposes remuneration to be paid to members of the Board and Nomination Committee. The remuneration is approved by the General Meeting. Annually, the Nomination Committee produces a written report containing its nominations and proposals, which is distributed in advance of each AGM.

Once a year, the Nomination Committee meets with each Director individually and discusses how the Board and its committees function and whether there is a need for changes to the Board. The Nomination Committee also keeps contact with shareholders and the Company's President & CEO ("CEO") as part of its work.

As of December 31, 2020, the Nomination Committee comprises Harald Norvik (chairperson), Terje Valebjørg, Alex Herger and Ole Jakob Hundstad. Mr. Norvik was a first time electee at the 2017 AGM as chairperson, whereas Mr. Valebjørg was a first time electee on the 2016 AGM as a member, and Ms. Herger and Mr. Hundstad were first time electees as members at the 2019 AGM. These four individuals were all re-elected at the 2020 AGM, all for a service period ending with the 2021 AGM.

Shareholders who wish to propose new Board members or new members of the Nomination Committee may do so by submitting a candidate's name to PGS' investor relations staff via www.pgs.com by following the link, "Nominate a Board Member." The deadline for submissions each year is January 31. Alternatively, candidates can be proposed by letter to PGS attn. General Counsel or via email to [email protected]. PGS does not employ any Nomination Committee members and none is a member of the Board.

In 2020, the Nomination Committee held three meetings and conference calls. The Nomination Committee's report on its work and recommendations is set out in Appendix II to the Calling Notice.

8. Board— Composition and Independence

According to the Company's Articles of Association, our Board shall have from three to thirteen Directors. The period of service for members of the Board shall be one year.

The Board has adopted its own Rules of Procedure that establish in more detail its roles and responsibilities, including:

• Directors' qualifications
• Requirement that a majority of the shareholder elected Directors in the Board, a majority of the shareholder elected Directors being members of the Remco, and all shareholder elected Directors being members of the Audit Committee, are considered to be independent Directors
• Annual review and determination of the independence of each Director.

The composition of the Board is a reflection of the Company's commitment to protect the common interests of all shareholders and the Company's need for expertise, capacity and diversity.

As of December 31, 2020, the Board comprised five shareholder elected and three employee elected Directors. The current shareholder elected Directors are Walter Qvam (chairperson), Anne Grete Dalane, Richard Herbert, Marianne Kah and Trond Brandsrud, whilst the current employee elected Directors are Anette Valbø, Hege Renshus and Grunde Rønholt. The current Directors are presented more in detail www.pgs.com and in this Annual Report.

All shareholder elected Directors are independent of the Company's management. All such Directors are also per December 31, 2020, independent of our major business relations and major shareholders (owning more than 10% of the shares in the Company ). No shareholder elected Director may be an executive of PGS. Such Directors are not permitted to perform paid consultancy work for PGS. As of December 31, 2020, all Directors, directly or indirectly, own PGS shares.

Shareholders and other interested parties may communicate directly with our shareholder elected Directors by written correspondence addressed to PGS ASA, Board (shareholder elected members), Secretary of the Board or to the Company's General Counsel Lars Ragnar van der Bijl Mysen, PO Box 251, NO-0216 Oslo, Norway. Further, the Company has on www.pgs.com posted an invitation to shareholders for discussing corporate governance or corporate responsibility matters by contacting Mr. Mysen by phone or arranging a meeting with him.

9. The work of the Board

In accordance with Norwegian corporate law, our Board has overall responsibility for management of the Company, while the CEO is responsible for day-to-day management.

The Board provides oversight of the CEO's day-to-day management and company activities in general. The Board is also responsible for ensuring that appropriate management, guidelines, and control systems are in place and are followed.

The CEO, as agreed with the chairperson of the Board, annually submits a schedule of the meetings of the Board of Directors in the upcoming calendar year. The schedule is subject to Board approval. In 2020, the Board held 16 meetings. Due to the Covid-19 situation, most meetings were held using MS Teams or held as a hybrid of MS Teams/physical meeting. During 2020, all the shareholder-elected Directors participated in all prescheduled board meetings.

Key elements of the Rules of Procedure cover the Board'' responsibilities to determine the Company's financial targets, set strategy along with the CEO and executive committees, and approve business plans, budgets, and budgetary and risk frameworks. The Board reviews at least annually the objectives, strategy and risk profile for the Company. In its supervision of the Company's business activities, the Board will seek to ensure that satisfactory procedures are in place for monitoring and follow-up of Board-approved corporate principles and guidelines covering areas such as ethical conduct; adherence to laws, rules, and regulations; health, safety and environment; and corporate responsibility.

The Rules of Procedure also require an annual self-evaluation to determine whether the Board and its committees are functioning effectively. The annual self-evaluation is prepared and facilitated by the Remco. An anonymous survey is carried out and the findings are discussed by the Board. The survey's findings are made available to the Nomination Committee. The Chairperson of the Nomination Committee also shares with the Board relevant information for improvement of Board processes that may come up in their annual interviews with individual Directors.

Each scheduled Board meeting includes a separate session at which issues may be discussed without the presence of the Company's management.

The tasks and duties of the CEO vis-à-vis the Company's Board are also outlined in the Rules of Procedure, along with the tasks and duties of the chairperson of the Board. The CEO participates in all board meetings other than closed sessions. The Board elects a vice chairperson to chair board meetings in the chairperson's absence. The full text of the Board's Rules of Procedure is available at www.pgs.com.

Our governance structure is organized as described below.

Our Board is responsible for the supervision of our business activities. The Board has established an Audit Committee and a Remco to assist in organizing and carrying out its responsibilities. The mandate and charter for the Audit Committee and Remco is available at www.pgs.com.

Board responsibilities include:

• The Board appoints the Company's CEO
• The Board, along with the CEO, is committed to operating PGS in an effective and ethical manner in order to create value for the Company's shareholders. Our Code of Conduct requires management to maintain an awareness of the risks involved in carrying out our business strategies. Personal interests must not override or conflict with the interests of PGS.

The responsibilities of the CEO include:

• Day-to-day management of company activities
• Organizing PGS' Executive Committees and the Disclosure Committee to further assist the CEO
• The CEO, under the guidance and supervision of the Board and the Audit Committee, is responsible for ensuring that the Company's financial statements in all material respects fairly present the Company's financial condition and the results of its operations. Timely disclosure of issues to the Board is also essential to the assessment of the Company's financial condition, business performance and risks.

Board Committees

As of December 31, 2020, our Audit Committee comprises Directors Anne Grethe Dalane (chairperson), Richard Herbert, Marianne Kah, Anette Valbø and Hege Renshus. All shareholder elected Director's being members of the committee are considered independent of the Company. The committee's functions are to assist the Board in its supervision of the integrity of PGS' financial statements; to monitor the independent auditor's qualifications, independence and performance; to monitor the performance of the internal audit function; and to promote and review compliance with laws and regulatory requirements.

As of December 31, 2020, Remco comprises Directors Walter Qvam (chairperson), Trond Brandsrud, and Grunde Rønholt. All shareholder elected Director's being members of this committee are considered independent of the Company's senior management. The function of the committee is to assist in matters relating to compensation, benefits, and perquisites of the CEO and other senior executives. Review and modification of the Company's corporate governance implemented in the Company are also committee responsibilities.

In 2020, the Board also mandated two ad-hoc committees. The first was comprised by Mr. Qvam, Ms. Dalane and Mr. Brandsrud to – together with the PGS management and advisors – oversee the Company's process for amending and extending the main credit facilities. The second was a defence steering committee comprising Mr. Qvam, Ms. Kah, Mr. Brandsrud and Mr. Herbert to work with the Company's management and advisors to evaluate the unsolicited, nonbinding and conditional bid for the Company's multiclient library.

10. Risk Management and Internal Control

The Board is responsible for ensuring that appropriate guidelines, monitoring, and internal control systems are in place. These are to include embedding risk management, designating risk ownership, and implementing risk responses and controls.

The Board has systems in place to assess that the CEO exercises appropriate and effective management. The Board's Audit Committee assesses the integrity of PGS' accounts. It also enquires about, on behalf of the Board, issues related to financial review and external audit of PGS' accounts. Further, the Board and the Audit Committee supervise and verify that effective internal control systems are in place, including systems for risk management and financial reporting.

The Board and the Audit Committee take steps to ensure that the Company's internal control functions are working as intended and that necessary measures are taken to reduce extraordinary risk exposure. Furthermore, the Board makes certain that there are satisfactory routines for follow-up of principles and guidelines adopted by the Board governing (i) ethical conduct; compliance with laws, rules and regulations; health, safety and working environment; and Environmental, Social and Governance (ESG) issues, and (ii) how the Company integrates stakeholder considerations into the Company's value creation.

The Company's anti-corruption program includes a policy, manual and work instructions as to several ethical issues, periodic training, high risk area assessment and monitoring, compulsory contract wording, etc. The policy and procedures are available at www.pgs.com. The program is evaluated on a regular basis by the Audit Committee.

Management maintains and regularly reviews a risk matrix setting out the main risks for the Company. These risk factors and the Company's risk mitigating activities are subject to discussion in the Board at least once a year.

Management conducts day-to-day follow-up of financial management and reporting. Management has established a structured approach to ensure that the system for Internal Control over Financial Reporting ("ICFR") is effective. ICFR includes identification and assessment of all material financial reporting risks, identifying and documenting relevant controls to address these risks, and monitoring that controls are implemented and performed. For controls that are not operationally effective at year-end, their potential financial exposure and impact on the consolidated financial statements are evaluated.

Internal Audit Department

PGS has an Internal Audit Department reporting directly to the Audit Committee on its audit planning and audit reports. The purpose of the Internal Audit Department is to perform independent, objective assurance and consulting activities that add value and improve the Company's initiatives in financial, operational and compliance areas.

The scope of work for the Internal Audit Department includes determining whether the Company's risk management, control, and governance, as designed and represented by management, are adequate and well-functioning. The audit reports are issued to the Audit Committee. In addition, the Internal Audit Department regularly monitors and reports status of management's actions to respond to identified risks or weaknesses.

11. Remuneration of the Board and Executive Management

Remuneration of shareholder elected Directors is not linked to performance but is based on an annual fee and is subject to annual approval by the General Meeting. Shareholder elected Directors shall not solicit or accept specific assignments for PGS beyond their role as Directors. Shareholder elected Directors neither hold any PGS share options, restricted stock units nor performance based restricted stock units.

For details on compensation to individual Directors, please see Note 30 to the consoliated financial statements of PGS.

Remuneration payable to both employee elected and shareholder elected Directors will be proposed by the Nomination Committee according to its Mandate and Charter, and is submitted to the AGM for approval.

Executive remuneration is one of the primary tasks of Remco. The committee annually reviews the total compensation level, the mix between fixed and performance related compensation and the mix between short and long-term compensation. Remco has developed an annual schedule in order to ensure and facilitate a structured approach to the annual review of executive compensation.

Remco has with the help of an external advisor identified a specific peer group of comparable companies across relevant markets. The advisor has collected and combined information related to total compensation level and structure amongst these companies. As of December 31, 2020, the peer group consisted of 15 companies from Norway and Europe. These companies are of comparable size and have international operations in the oil & gas and oil services sectors. The peer group is subject to regular review. The Board and Remco uses this information, among other tools, to benchmark and decide on an appropriate total compensation structure for the CEO and other executives.

Compensation for the CEO adheres to the same process as that used for other executives, but is also subject to approval by the Board.

The current remuneration package for our CEO and other executives includes fixed elements and variable elements. The fixed elements consist of a base salary and other benefits such as car allowance, phone, internet and similar. The fixed elements also include a defined contribution pension scheme and an individual pension scheme. The variable elements consist of Short Term Incentive Plans which is our annual bonus scheme, and Long Term Incentive Plans which are composed of Performance Restricted Stock Units. Features of these programs include an absolute ceiling on performance-related remuneration.

For further details on the compensation structure and total compensation to the CEO and executive team members, please see Note 30 to the consolidated financial statement of PGS, and also the Board's Policy on Remuneration to the CEO and Senior Executives set forth as Appendix VI to the Calling Notice.

12. Information and Communications

The Board is committed to reporting financial results and other relevant information based on openness and the requirement of equal treatment of all shareholders and securities market participants. The Company complies with relevant disclosure rules and regulations. Announcements are released through the Nasdaq OMX reporting channel and posted on the Oslo Stock Exchange's NewsWeb service. In addition, all announcements are www.pgs.com. The Company's policy of accessibility for shareholders is also presented on the Company's website.

The Company has an investor relations function to ensure that requests for information from shareholders, analysts and other interested parties are satisfied. The Company has an active investor communication program which includes senior management attending roadshows in connection with reporting of financial results, presentations at relevant investor conferences, and availability for one-on-one meetings. These activities have been virtual during most of 2020 and beginning of 2021. The Company hosts a Capital Markets Day presentation every other year.

The Board and the Nomination Committee once a year invites shareholders to join in a dialog on corporate governance and corporate responsibility matters. The invitation is posted on www.pgs.com and any shareholder may initiate communication with the Company on these matters.

13. Takeover Bids

The Board has established guiding principles for how it will act in the event of a takeover bid. The Board will ensure that all shareholders are treated equally and seek to prevent disruptions to, or interference with, Company operations to the extent possible. In the event of a takeover bid, the Board will, in accordance with its overall responsibilities and good corporate governance, act in the best interest of shareholders and ensure that they are given sufficient information in the matter. If a takeover bid is made, the Board will issue a statement containing a recommendation as to whether the shareholders should accept or reject the offer, including an independent valuation of the offer. The Company's Articles of Association do not contain any restrictions, limitations, or defense mechanisms against acquisition of its shares.

14. Auditor

The Audit Committee shall support the Board in the administration and exercise of its responsibility for supervision of the work of the independent auditor, who shall keep the Board informed of all aspects of its work for PGS. This duty includes submission of an annual plan for the audit of PGS. The auditor attends all Audit Committee meetings and, at least twice a year, meets with the Audit Committee without the presence of management. In-house policies govern the use of the auditor's services. Use of the auditor for services other than the audit of PGS requires pre-approval by the Audit Committee.

The independent auditor meets with the full Board at least once a year in connection with the preparation of the annual financial statements and, at least once a year, presents a review of PGS' financial reporting and internal control procedures for financial reporting. At least once a year, the independent auditor meets with the Board without the presence of any member of the executive management.

Remuneration paid to the auditor for mandatory and other audit services will be reported to the AGM for approval.

15. Compliance with Laws, Rules, Regulations and Recommendations

As part of PGS' Business Practice outlined on www.pgs.com, PGS is inter alia committed to comply with relevant laws, rules, and regulations, as well as the Oslo Stock Exchange's Issuer Rules. In addition, PGS complies with the current

recommendations set forth in the NUES Recommendations, subject only to deviations identified and justified in this report. The NUES Recommendations are available at www.nues.no.

The Board further conducts periodic reviews of PGS' corporate governance policies and procedures, including the Board's Rules of Procedure. This process is conducted annually and managed by Remco. Any changes to policies or procedures are presented to the Board for approval.

GUIDE FOR ONLINE PARTICIPATION PGS ASA 21 APRIL 2021

PGS ASA will hold an ordinary general meeting on 21 April 2021 at 15:00 CET as a digital meeting, where you get the opportunity to participate online with your PC, phone or tablet. Below is a description of how to participate online. We also point out that instead of participating online, you have the opportunity to vote in advance or give a proxy before the meeting. See the notice for further details for advance voting and how to submit a power of attorney. If you vote in advance or give a proxy with instructions, you can still choose to log in to the general meeting and override your vote on the individual items. If you have given an open power of attorney, but still log in to the virtual meeting, you will reclaim your voting rights and must vote online.

The technical solution is administered by DNB Bank Registrars Department, which has licensed the software from Lumi Ltd., giving all shareholders the option to attend online.

By attending the online, shareholders will access a live webcast of the meeting, submit questions relating to the items on the agenda and cast votes on each item on the agenda. Secure identification of shareholders is done by using the unique reference number and PIN code assigned to each shareholder by the Norwegian Central Securities Depository (In Norwegian either "Verdipapirsentralen" or "VPS") in relation to this General Meeting.

No pre-registration is needed for attending online, but you must be logged in before the meeting starts. The following pages will provide you with a brief guide on how to access, participate and submit your votes at the online General Meeting.

Shareholder who do not find their reference number and PIN code for access or have other technical questions is welcome to call DNB Registrars Department on phone + 47 23 26 80 20 (between 08:00-15:30, or send an e-mail to [email protected]

HOW TO ACCESS THE ONLINE EGM

STEP 1

In order to participate online you need access to the Lumi solution by doing either of the following:

a) Use the Lumi AGM app: Download the Lumi AGM app from the Apple App Store or Google Play Store by searching for Lumi AGM, or
b) Visit https://web.lumiagm.com: Go to the Lumi AGM website https://web.lumiagm.com either on your smartphone, tablet or computer. You will need the latest versions of Chrome, Safari, Internet Explorer 11, Edge or Firefox. Please ensure your browser is compatible.

STEP 2

Once you have either downloaded the Lumi AGM app or entered

https://web.lumiagm.com into your web browser, you'll be asked to enter the following meeting ID and click Join:

--------------------------------- Meeting ID: 181-704-142

Or use this link

https://web.lumiagm.com/?fromUrl=181704142

and you will go straight to Step 3

STEP 3

You will then be required to enter your ID:

a) Reference number from VPS

b) PIN code from VPS

You will be able to log in one hour before the meeting starts.

When successfully authenticated, the info screen will be displayed. You can view company information, submit questions relating to the items on the agenda and live stream the webcast.

HOW TO RECEIVE YOUR REFERENCE NUMBER AND PIN CODE

All shareholders registered in the VPS are assigned their own unique reference and PIN code for use in the General Meeting, available to each shareholder through VPS Investor Services. Access VPS Investor Services, select Corporate Actions, General Meeting. Click on the ISIN and you can see your reference number (Ref.nr.) and PIN code.

All VPS registered shareholders have access to VPS Investor Services through www.vps.no or internet bank. Contact your VPS account operator if you do not have access.

Shareholders who have not selected electronic corporate messages in investor Services will also receive their reference number and PIN code by post together with the summons from the company.(on proxy form)

Nominee registered shareholders: Shares held through nominee accounts (not relevant for Norwegian shareholders) must be transferred to a segregated VPS account registered in the name of the shareholder to have voting rights on the General Meeting. Once shares are transferred to the segregated VPS account, a reference number and PIN code are assigned to this account. Please contact your custodian for further information and/or instructions on obtaining your reference number and PIN code for nominee registered shares.

HOW TO VOTE

When the General Meeting starts, all items will be open for voting. Items are closed

as the general meeting deals with them. By clicking on the polling icon on the screen you will access the resolutions and voting choices will be displayed.

To vote, simply select your voting direction from the options shown on screen. A confirmation message will appear to show your vote has been received.

For - Vote received

To change your vote, simply select another voting direction. If you wish to cancel your vote, please press Cancel.

Once the chairperson has opened voting, voting on any item can be performed at any time during the meeting until the chairperson closes the relevant voting on the specific resolution. Your last choice before the voting is closed will be final and cannot be changed.

If you have voted in advance, or given voting instructions to the chairman of the board, you will be able to override your choice of vote on the individual items when logging in. If you have given an open power of attorney, you will reclaim your voting rights by logging in, and must then remember to vote.

02-UK 9	15:54 Poll Open	@ 33%
Split Voting
the chair Select a chaice to serial	medundertegne protokollen / Election of person to chair the co-sign the minutes together with	2. Valg av møteleder og person til å meeting and election of a person to
For / For
Mot / Against
Avstår / Abstain
Cancel

QUESTIONS TO THE CHAIRPERSON

Questions or messages relating to the items on the agenda can be submitted by the shareholder or appointed proxy at any time during the Q&A session up until the chairperson closes the session.

If you would like to ask a question relating to the items on the agenda, select the messaging icon.

Type your message within the chat box at the bottom of the messaging screen. Once you have completed your message, click the Send button.

Questions submitted online will be moderated before being sent to the chairperson to avoid repetition and to remove any inappropriate language. All questions and messages will be presented with the full name and identity of the shareholder raising the question.

DOWNLOADS

Links will be available on the info screen. When you click on a link, the selected document will open in your browser.

Data usage for streaming the annual shareholders' meeting or downloading documents via the EGM platform varies depending on individual use, the specific device being used for streaming or download (Android, iPhone, etc) and your network connection (3G, 4G).

AI Terminal

PGS ASA

3712_rns_2021-03-23_df34e088-5af5-4117-851e-ff69c26489ff.pdf

CALLING NOTICE FOR

ANNUAL GENERAL MEETING

21 April 2021, at 15:00 (Norwegian time)

IMPORTANT NOTICE:

ITEM 1 APPROVAL OF THE CALLING NOTICE AND AGENDA

ITEM 2 ELECTION OF PERSON TO COUNTERSIGN THE MINUTES

ITEM 3 APPROVAL OF THE DIRECTORS' REPORT AND FINANCIAL STATEMENTS OF PGS ASA AND THE GROUP FOR 2020

ITEM 4 APPROVAL OF THE AUDITOR'S FEE FOR 2020

ITEM 5 ELECTION OF BOARD OF DIRECTORS

ITEM 5.1 Walter Qvam (Chairperson)

ITEM 5.2 Anne Grethe Dalane

ITEM 5.3 Richard Herbert

ITEM 5.4 Marianne Kah

ITEM 5.5 Trond Brandsrud

ITEM 6 NOMINATION COMMITTEE – ELECTION OF MEMBERS

ITEM 6.1 Harald Norvik (Chairperson)

ITEM 6.2 Terje Valebjørg

ITEM 6.3 Alexandra Herger

ITEM 6.4 Ole Jakob Hundstad

ITEM 7 APPROVAL OF THE BOARD MEMBERS' AND NOMINATION COMMITTEE MEMBERS' FEES

Item 7.1 Motion to approve Board members' and Nomination Committee members' fees for the period 22 April 2020 to the annual general meeting 2021

Proposed resolution:

Item 7.2 Motion to approve the principles for the Board members' fees for the period 21 April 2021 to the annual general meeting 2022

Item 7.3 Motion to approve the principles for the Nomination Committee member fees for the period 21 April 2021 to the annual general meeting 2022

Proposed resolution:

ITEM 8 AUTHORIZATION TO ACQUIRE TREASURY SHARES

ITEM 9 STATEMENT FROM THE BOARD REGARDING POLICY FOR DETERMINATION OF - AND REPORT ON - REMUNERATION TO SENIOR EXECUTIVES

Item 9.1 Motion to approve the Policy for remuneration to senior executives of the Company

Item 9.2 Motion to approve the Report on remuneration to senior executives of the Company

ITEM 10 APPROVAL OF LONG TERM INCENTIVE PLAN FOR EMPLOYEES

ITEM 11 MOTION TO AUTHORIZE THE COMPANY'S BOARD OF DIRECTORS TO INCREASE THE SHARE CAPITAL

Proposed resolution:

ITEM 12 MOTION TO AUTHORIZE THE COMPANY'S BOARD OF DIRECTORS TO ISSUE CONVERTIBLE LOANS

Proposed resolution:

ITEM 13 INDEMNIFICATION OF BOARD OF DIRECTORS AND PRESIDENT & CEO

ITEM 14 CORPORATE GOVERNANCE STATEMENT

Ref no: PIN code:

Notice of Ordinary/Annual General Meeting

IMPORTANT MESSAGE:

Please log in at https://web.lumiagm.com/181704142

Deadline for registration of attendance, advance votes, proxy or instructions: 20 April 2021 at 12:00 CET.

Advance votes

Notice of attendance

The undersigned: ________________________________

Proxy with voting instructions for Ordinary/Annual General Meeting in PGS ASA.

Proxies with voting instructions must be dated and signed in order to be valid.

Nomination Committee Report to the 2021 AGM

Introduction

Nominees to the Board of Directors

Nominees for the Nomination Committee

Remuneration of the Board of Directors

Remuneration of the Nomination Committee members

FEES FOR BOARD MEMBERS and NOMINATION COMMITTEE MEMBERS 22 April 2020 - 21 April 2021

PRINCIPLES FOR SHAREHOLDER ELECTED BOARD MEMBERS' FEES For the period from 22 April 2020 to the annual general meeting 2021

PRINCIPLES FOR EMPLOYEE ELECTED BOARD MEMBERS' FEES For the period from 22 April 2020 to the annual general meeting 2021

PRINCIPLES FOR THE NOMINATION COMMITTEE MEMBERS' FEES For the period 22 April 2020 to the annual general meeting 2021

PRINCIPLES FOR SHAREHOLDER ELECTED BOARD MEMBERS' FEES For the period from 21 April 2021 to the annual general meeting 2022

PRINCIPLES FOR EMPLOYEE ELECTED BOARD MEMBERS' FEES For the period from 21 April 2021 to the annual general meeting 2022

PRINCIPLES FOR THE NOMINATION COMMITTEE MEMBERS' FEES For the period 21 April 2021 to the annual general meeting 2022

Board of Directors' Policy on Remuneration to the Company's CEO and Senior Executives

1. Introduction

2. Overview of Total Compensation for the CEO and Senior Executives

3. Fixed elements

4. Short Term Incentive Plans

5. Long Term Incentive Plans

6. Other employees and employee elected Board members

7. The Policy's contribution to the Company's strategy, long term interests and financial sustainability

8. Deviations from the Policy

9. Explanation on how shareholders voting is considered for the Policy

Board of Directors' Report on Remuneration to the Company's CEO and Senior Executives

1. Introduction

2. Total remuneration paid during the previous fiscal year

3. Share based remuneration

4. Compensation paid vs. the approved remuneration principles – how performance criteria have been applied – how shareholders voting is considered

5. Comparative information on CEO and Senior Executive remuneration

21 April 2021

PGS ASA 2021 Long Term Incentive Plan