PGS ASA

Capital/Financing Update • Feb 9, 2021

PGS ASA: Financing Transaction Becomes Effective

PGS ASA: Financing Transaction Becomes Effective

February 9, 2021: Oslo, Norway, PGS ASA (the "Company" or "PGS") is pleased to

announce that the amendments to its term loan B ("TLB"), revoloving credit

facility ("RCF") and export credit facility ("ECF") (jointly the "Transaction"),

as described in the Company's announcement on October 21, 2020 and subsequent

announcements, have now become effective pursuant to the UK Scheme of

Arrangement proposed by the Company and approved by the High Court of Justice of

England and Wales on February 2, 2021. All of the conditions precedent and

implementation steps have been satisfied as of today, including the payment of

fee related to the Transaction and the issuance of the convertible bond.

Overview of the Transaction

The Transaction enabled PGS to extend its near-term maturity and amortization

profile under its TLB, RCF and ECF facilities by approximately two years.

Together with the cost saving initiatives previously announced, the Transaction

will strengthen PGS's liquidity profile in the currently challenging operating

environment. The main terms of the Transaction are as follows:

* The $135 million RCF due 2020, the $215 million RCF due 2023 and the ~$2

million TLB due 2021 have each been converted into a new TLB on the same

terms as the ~$520 million 2024 TLB

* Quarterly amortization payments of up to 5% per annum of the original

principal amount of the ~$520 million 2024 TLB have been replaced by the new

amortization payments described below

* The post transaction total debt under these credit facilities of ~$873

million (including increases in principal due to payment-in-kind fees and

reduction in principal due to lenders electing to exchange part of their

existing debt into new convertible bond; see further below) maturing in

March 2024 will have following amortization profile (payable pro-rata to all

TLB lenders):

* ~$135 million amortization payment due in September 2022

* $200 million amortization payment due in September 2023

* ~$9 million quarterly amortization starting March 2023

* Quarterly amortization payments totalling ~$106 million due over the next

two years under the ECF have been deferred and will be repaid over four

quarters starting December 2022

* The previous excess cash flow sweep for the TLB and RCF facilities has been

replaced by an excess liquidity sweep for any liquidity reserve in excess of

$200 million at each quarter end, with such amounts to be applied against

(i) the deferred amortization amounts under the ECF and (ii) the ~$135

million TLB amortization, until they have both been paid in full;

thereafter, any liquidity reserve in excess of $175 million at each quarter

end will be applied against the remaining TLB amortizations

* The financial maintenance covenants have been amended, with the net leverage

ratio to be 4.5x through June 30, 2021, 4.25x through December

31, 2021, 3.25x through December 31, 2022 and 2.75x thereafter

* The lenders' security package has been strengthened

* Total fees across the lender groups of $8.0 million payable in cash and $8.4

million payable in kind (i.e. added to the loan balance)

* Issuance of a NOK 116.2 million 3-year 5% unsecured convertible bond (the

"CB") which can be converted into new PGS shares at NOK 3 per share

(corresponding to 38,720,699 shares, equalling 10% of the currently

outstanding PGS shares). Certain lenders under the RCF and TLB facilities

have subscribed for the CB against conversion of a corresponding amount of

their existing secured loans (~NOK 67.1 million/~$7.8 million) and for cash

(~NOK 49.1 million/~$5.7 million). PGS will be able to require that

bondholders convert the CB into shares if the PGS share price exceeds NOK 6

for 30 consecutive trading days

The Transaction remains subject to customary conditions subsequent.

Further information on the Transaction can be found in the presentation titled

Cleansing Presentation on the Company's website www.pgs.com (http://www.pgs.com)

- Investors - Presentations and in the Company's press release dated October

21, 2020.

FOR DETAILS, CONTACT:

BÅRD STENBERG, VP IR & CORPORATE COMMUNICATION

MOBILE:  +47 99 24 52 35

***

PGS is an integrated marine geophysical company, providing advanced subsurface

seismic images the energy companies use to find and produce oil and gas. PGS

MultiClient data library is among the largest in the seismic industry, with

modern 3D coverage in all significant offshore hydrocarbon provinces worldwide.

The Company operates on a worldwide basis with headquarters in Oslo, Norway and

the PGS share is listed on the Oslo stock exchange (OSE: PGS). For more

information on PGS visit www.pgs.com (http://www.pgs.com/).

***

The information included herein contains certain forward-looking statements that

address activities, events or developments that the Company expects, projects,

believes or anticipates will or may occur in the future. These statements are

based on various assumptions made by the Company, which are beyond its control

and are subject to certain additional risks and uncertainties. The Company is

subject to a large number of risk factors including but not limited to the

demand for seismic services, the demand for data from our MultiClient data

library, the attractiveness of our technology, unpredictable changes in

governmental regulations affecting our markets and extreme weather conditions.

For a further description of other relevant risk factors we refer to our Annual

Report for 2019. As a result of these and other risk factors, actual events and

our actual results may differ materially from those indicated in or implied by

such forward-looking statements. The reservation is also made that inaccuracies

or mistakes may occur in the information given above about current status of the

Company or its business. Any reliance on the information above is at the risk of

the reader, and PGS disclaims any and all liability in this respect.

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