PGS ASA

Share Issue/Capital Change • Feb 2, 2021

PGS - Mandatory Notification of Trade - Sculptor Capital LP

PGS - Mandatory Notification of Trade - Sculptor Capital LP

Reference is made to the sanction by the English Court on 2 February 2021 of the Scheme of Arrangement to implement the financing transaction announced in the stock exchange notification published by PGS ASA (“PGS”) on 21 October 2020 (the "Transaction").

Funds managed by Sculptor Capital LP (together with its affiliates, "Sculptor") have, as a result of the sanction of the Transaction by English Court, committed to subscribe for 25,237,631 convertible bonds, at the subscription price of NOK 3 per convertible bond (corresponding to an aggregate subscription amount of NOK 75,712,893) in the 3-year 5% unsecured convertible bond loan to be issued by PGS (the "CB"), on the closing date of the CB expected to occur on or about 9 February 2021 (as will be further notified by PGS). The CB can be converted into new PGS shares at NOK 3 per share until on or about 9 February 2024, and 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.

After the issuance of the convertible bonds, funds managed by Sculptor will have the following interests:

(a) ownership of no shares in PGS; and

(b) a total of 25,237,631 convertible bonds in the CB which can be converted into 25,237,631 shares in PGS, equal to 6.52% of the shares and votes in PGS.

The foregoing calculations are based on the current registered share capital of PGS of NOK 1,161,620,988 divided on 387,206,996 shares, each with a par value of NOK 3.