PGS ASA

Capital/Financing Update • Dec 23, 2016

Petroleum Geo-Services ASA: ANNOUNCES SUCCESSFUL COMPLETION OF EXCHANGE OFFER AND CONSENT SOLICITATION WITH RESPECT TO ITS 7.375% SENIOR NOTES DUE 2018

Petroleum Geo-Services ASA: ANNOUNCES SUCCESSFUL COMPLETION OF EXCHANGE OFFER AND CONSENT SOLICITATION WITH RESPECT TO ITS 7.375% SENIOR NOTES DUE 2018

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OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION

WOULD BE UNLAWFUL OR WOULD REQUIRE REGISTRATION OR OTHER MEASURES. THIS

ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED

HEREIN.

FOR IMMEDIATE RELEASE

For additional information, please contact:

Bård Stenberg

VP IR & Corporate Communications

+47 67 51 43 16

Petroleum Geo-Services ASA Announces SUCCESSFUL COMPLETION OF Exchange OFFER AND

CONSENT SOLICITATION WITH RESPECT TO ITS 7.375% Senior Notes due 2018

Oslo, Norway, December 23, 2016 - Petroleum Geo-Services ASA (Oslo Stock

Exchange: PGS) ("PGS" or the "Company") today announces the satisfaction of all

conditions precedent and the successful completion of its previously announced

exchange offer (the "Exchange Offer") and consent solicitation (the "Consent

Solicitation") on the terms and conditions set forth in the Exchange Offer and

Consent Solicitation Memorandum dated November 22, 2016 (the "Exchange Offer

Memorandum") related to the Company's outstanding 7.375% Senior Notes due 2018

(the "Old Notes").

Under the terms of the Exchange Offer, for each $1,000 principal amount of Old

Notes validly tendered for exchange (and not validly withdrawn prior to 11:59

p.m., New York City time, on December 6, 2016) by an eligible holder prior to

11:59 p.m., New York City time, on December 20, 2016 and accepted for exchange

by the Company, PGS offered (A) for Old Notes tendered at or prior to 11:59

p.m., New York City time, on December 6, 2016 (the "Early Tender Date"), the

consideration of (i) $500 aggregate principal amount of new 7.375% Senior Notes

due 2020 to be issued by the Company on the date hereof (the "New Notes") plus

(ii) $475 in cash (the "Total Exchange Consideration") and (B) for Old Notes

tendered after the Early Tender Date, the consideration of (i) $500 aggregate

principal amount of New Notes plus (ii) $445 in cash (the "Exchange

Consideration"). In addition to the Total Exchange Consideration and Exchange

Consideration paid to holders who tendered their Old Notes, as applicable, PGS

will pay on the Old Notes tendered and accepted for exchange in cash accrued and

unpaid interest from December 15, 2016 up to, but not including, December

23, 2016.

The Exchange Offer and the Consent Solicitation expired at 11:59 P.M., New York

City time, on December 20, 2016. In total, the Company received tenders and

accepted for exchange $423,998,000 in aggregate principal amount of the Old

Notes, or approximately 94.2% of the $450,000,000 outstanding aggregate

principal amount of the Old Notes.

Concurrently with the Exchange Offer, the Company solicited consents (the

"Consents") to certain proposed amendments (the "Proposed Amendments") to the

indenture governing the Old Notes (the "Old Notes Indenture") on the terms and

conditions set forth in Exchange Offer Memorandum. The Proposed Amendments

provide for the elimination of substantially all of the restrictive covenants,

all of the reporting covenants and certain of the events of default in the Old

Notes Indenture. Because the Company received the Consents to effect the

Proposed Amendments, any Old Notes not validly tendered pursuant to the Exchange

Offer remain outstanding and the holders are subject to the terms of the Old

Notes Indenture as amended by the Fourth Supplemental Indenture implementing the

Proposed Amendments, which was entered into on December 23, 2016. After giving

effect to the Exchange Offer and Consent Solicitation, the aggregate principal

amount of the Old Notes remaining outstanding is $26,002,000 as of December

23, 2016.

In connection with the Exchange Offer, the Company issued $211,999,000 aggregate

principal amount of its New Notes. The New Notes issued by the Company have not

been, and will not be, registered under the U.S. Securities Act of 1933, as

amended (the "U.S. Securities Act") or the securities laws of any other

jurisdiction and may not be offered or sold, directly or indirectly, in the

United States, absent registration under or an exemption from, or in a

transaction not subject to, the registration requirements of, the U.S.

Securities Act. No public offering of the New Notes is being made in the United

States or in any other jurisdiction.

The Company retained Arctic Securities AS, Barclays Bank PLC and J.P. Morgan

Securities LLC as Lead Dealer Managers and ABN AMRO Securities (USA) LLC, DNB

Markets, a part of DNB Bank ASA, Nordea Bank Danmark A/S and The Royal Bank of

Scotland plc (trading as NatWest Markets) as Co-Managers for the Exchange Offer.

This announcement is for informational purposes only and does not constitute an

offer to purchase securities or a solicitation of an offer to sell any

securities or an offer to sell or the solicitation of an offer to purchase any

securities, not does it constitute an offer or solicitation in any jurisdiction

in which such offer or solicitation is unlawful.

About PGS

PGS is a leading marine seismic survey and data processing company operating in

all of the major oil and natural gas offshore basins worldwide. PGS' ordinary

shares trade on the Oslo Stock Exchange under the symbol 'PGS'.

This information is subject to the disclosure requirements pursuant to section

5 -12 of the Norwegian Securities Trading Act.