PGS ASA

AGM Information • Dec 14, 2016

MINUTES FROM EXTRAORDINARY GENERAL MEETING

IN

PETROLEUM GEO.SERVICES ASA

On 14 December 2016 the Extraordinary General Meeting was held at Petroleum Geo-Services ASA's (the "Company") offices in Oslo.

From the Board of Directors (the "Board"), the following directors were present:

Chairperson of the Board Walter Qvam, Carol Bell, Holly Van Deursen, Daniel J. Piette, Morten Borge, Anne Grethe Dalane, Anette Yalbø, Espen Grimstad and Berit Osnes.

From the Management, the following persons were present:

President and CEO Jon Erik Reinhardsen, EVP & CFO Gottfred Langseth and EVP & General Counsel Rune Olav Pedersen.

The Chairperson of the Board, Walter Qvam, who prepared a list of attending shareholders, chaired the Extraordinary General Meeting. The list is attached to these minutes.

From EY, the company's external auditor, Petter Larsen, was present.

ITEM ¹ APPROVAL OF THE CALLING NOTICE AND AGEI\DA

There were no comments on the notice of the meeting or the agenda.

The following was resolved:

The calling notice and agendawere approved by the General Meeting.

ITEM 2 ELECTION OF'' PERSON TO COUNTERSIGN THE MINUTES

The following was resolved:

Rune Olav Pedersen was appointed to countersign the Minutes.

ITEM 3 SHARE CAPITAL INCREASE BY A PRTVATE PLACBMENT

The Chairperson informed of the proposal to increase the share capital by a private placement.

The following \ /as resolved:

• (a) The share capital is increased by minimum NOK 3 and maximum NOK 256,500,000 by issue of minimum I share and maximum 85,500,000 shares, eachwith a par value of NOK 3. Thefinal number of shares to be issued shall be determined by the Company's Board of Directors.
• (b) The shares shall be subscribed by Barclays Bank PLC, DNB Markets, a part of DNB Bank ASA and Nordea Markets, part of Nordea Bank Norge ASA (collectively the " Managers ") on behalf of, and pursuant to proxies from investors who have entered into application agreements with the Company and the Managers and who have been allotted new shares. The preferential rights of the existing shareholders pursuant to section 10-4 of the Norwegian Public Limited Liability Companies Act are deviatedfrom, cf. section l0-5.
• (c) The subscription price is NOK 22.50 per share. Subscription of shares shall take place on a designated subscription form within December 3 I , 201 6.
• (d) Paymentfor the shares shall take place by way of cash payment to a designated bank account of the Companyfor share capital increase within December 31, 2016.
• (e) The new shares givefull shareholder's rights in the Company, including the right to dividends, from the time of regístration of the share capital increase in the Norwegian Register of Business Enterprises. At the same time, \$ 3 of the Articles of Association shall be amended to state the share capital, number of shares and par valuefollowing the share capital increase.
• (f) The estimated costs for the share capital increase are NOK 45 million.
• (g) The resolution is conditional upon the approval by the General Meeting of the proposed resolution set out in item 4 (Authorisation to the Board of Directors to increase the share capital in connection with a subsequent offering).

ITEM 4 AUTHORIZATION TO THE BOARD OF DIRECTORS TO INCREASE THE SHARE CAPITAL IN COI{NECTION WITH A SUBSEQUENT OFFERING

The Chairperson informed of the proposal to authorize the Company's Board of Directors to increase the share capital in connection with a subsequent offering.

The following was resolved:

• (a) The Board of Directors is authorized to increase the share capital by up to NOK 40,500,000.
• (b) The authorization is valid up to March, I ²⁰¹⁷

• (c) The preferential rights ofthe existing shareholders pursuant to section I0-4 of the Norwegian Public Limited Liability Companies Act may be deviatedfrom, cf, section 10-5.

• (d) The authorisation does not include share capital increase against non-cash contributions, rights to assume special obligations on behalf of the Company or resolution of merger and demerger, cf. the Norwegian Public Limited Liability Companies Act section l3-5 and 14-6 (2).

• (e) This authorisation shall be usedfor the purposes of a subsequent offering of shares directed towards the shareholders of the Company as of the expiry of November 22, 2016, as registered in Company's shareholder register with the Norwegian Securities Depository (PS) as of exptry of November 24, 2016, who were not allocated shares in the private placement resolved pursuant to item 3 above (Share capital increase by a private placement), and who are not resident in a jurisdiction where such offering would be unlawful or, for jurisdictions other than Norway, would require any prospectus, filing, registration or similør action ("Eligible Shareholders"). For the purposes of determining Eligible Shareholders, the Board of Dírectors may look solely to a transcriptfrom the Company's shareholder register with the VPS on November 24, 2016, withoutfurther consideration of whether this actually reflects who were shareholders as of expiry of November 22, 2016.
• (l) The resolution is conditional upon the approval by the general meeting of the proposed resolution set out in item 3 (Share capital increase by a private placement).

FINAL COMMENTS

There were no further issues on the agenda. The Extraordinary General Meeting was adjourned.

An overview of votes cast is attached hereto.

Walter

ITu

Rune Olav Pedersen

Protocol for general meeting PETROLEUM GEO-SERVICES ASA

ISIN:	NO0010199151 PETROLEUM GEO-SERVICES ASA
General meeting date: 14/12/2016 15.00
Today:	14.12.2016
Shares class			Poll in			Abstain Poll not registered Represented shares
	FOR	Against				with voting rights
Agenda item 1 APPROVAL OF THE CALLING NOTICE AND AGENDA
Ordinær	97,067,291	0	97.067.291	0	$\Omega$	97,067,291
votes cast in %	100.00 %	0.00%		0.00%
representation of sc in %	100.00 %	0.00%	100.00 %	0.00%	0.00%
total sc in %	40.52 %	0.00%	40.52 %	0.00%	0.00%
Total	97,067,291		0 97,067,291	o	o	97.067.291
Agenda item 2 ELECTION OF PERSON TO COUNTERSIGN THE MINUTES
Ordinær	97.049.591	$\Omega$	97.049.591	17,700	0	97,067,291
votes cast in %	100.00 %	0.00%		0.00%
representation of sc in %	99.98 %	0.00%	99.98 %	0.02%	0.00%
total sc in %	40.51%	0.00%	40.51%	0.01%	0.00%
Total	97,049,591		0 97.049.591	17,700	o	97,067,291
Agenda item 3 SHARE CAPITAL INCREASE BY PRIVATE PLACEMENT
Ordinær	96,382,585	684,706	97,067,291	O.	0	97,067,291
votes cast in %	99.30 %	0.71%		0.00%
representation of sc in %	99.30 %	0.71%	100.00 %	0.00%	0.00%
total sc in %	40.23 %	0.29%	40.52 %	0.00%	0.00%
Total			96.382.585 684.706 97.067.291	a	٥	97,067,291
Agenda item 4 AUTHORISATION TO THE BOARD OF DIRECTORS TO INCREASE THE SHARE CAPITAL IN CONNECTION WITH SUBSEQUENT OFFERING
Ordinær	97,061,862	5,429	97,067,291	0	0	97.067.291
votes cast in %	99.99 %	0.01%		0.00%
representation of sc in %	99.99 %	0.01%	100.00 %	0.00%	0.00%
total sc in %	40.51 %	0.00 %	40.52 %	0.00%	0.00 %
Total	97,061,862		5,429 97,067,291	o	$\mathbf{0}$	97,067,291

Registrar for the company:

DNB Bank ASA

Signature/company: PETROLEUM GEO-SERVICES ASA

Share information

Name	Total number of shares Nominal value Share capital		Voting rights
Ordinær	239,579,996	3.00 718,739,988.00 Yes
Sum:

§ 5-17 Generally majority requirement
requires majority of the given votes

§ 5-18 Amendment to resolution
Requires two-thirds majority of the given votes
like the issued share capital represented/attended on the general meeting

Articles of Association

for

Petroleum Geo-Services ASA

(Changed in Extraordinary General Meeting 14.12.2016)

• 51 The Company's registered name is Petroleum Geo-Services ASA. The Company is a public limited liability company
• s2 The business of the Company is to provide services to and participate and invest in energy related businesses
• 53 The share capital of the Companyshall be NOK975,239,988 divided into 325,079,996 shares of NOK 3 each.

The shares shall be registered with the Norwegian Registry of Securities (Verdipapirsentralen)

• 54 The Company's domicile shall be in the Municipality of Oslo
• 5s The Board of Directors of the Company shall have from three to L3 directors. Any two directors jointly, or the chief executive officer and one director jointly, may sign for the Company.

The period of service for members of the Board of Directors shall be one year

⁵⁶ The Nomination Committee shall consist of three members. The service shall be two years unless the General Meeting determines that the period shall be shorter.

The Nomination Committee shall prepare a motion for the General Meeting relating to:

a) Election of members of the Board of Directors and the chairperson of the Board of Directors b) Election of the members of the Nomination Committee and the chairperson of the Committee

c) The remuneration of the directors and the members of the Nomination Committee d) Any amendments of the Nomination Committee's mandate and charter.

Sections 6-7 and 6-8 of the Norwegian Public Limited Liability Companies Act apply correspondingly in relation to the members of the Nomination Committee

Notice of the General Meeting shall be given at least four weeks before the meeting. The notice convening an Extraordinary General Meeting shall be given at least two weeks before the 5z

meeting if the holding of the meeting is demanded in writing by the auditor or shareholders representing at least one twentieth of the share capital, (See the Norwegian Public Limited Liability Companies Act 1997 Section 5-7, second paragraph)

ln the Company's General Meeting each share has one vote. An owner w¡th shares registered through a custodian approved pursuant to Section 4-10 of the Norwegian Public Limited Liability Companies Act has voting rights equivalent to the number of shares which are covered by the custodian arrangement provided that the owner of the shares shall within two working days before the General Meeting provide the Company with his name and address together with ^a confirmation from the custodian to the effect that he is the beneficial owner of the shares held in custody, and provided further the Board of Directors shall not disapprove such beneficial ownership after receipt of such notification in accordance with the rules set out in this \$7.

Shareowners who wish to take part in the General Meeting, must give notice to the Company by the date stated in the calling notice, which date must be at least two working days before the General Meeting.

Documents that shall be considered at the General Meeting may be published on the Company's website. The same applies to documents that due to statutory requirements must be attached to or included in the calling notice to the General Meeting. lf the documents are published in such manner, the statutory requirements for distribution to the shareholders shall not apply. A shareholder may still request to be sent documents that shall be considered by the General Meeting.

Written and/or electronic voting in accordance with the Norwegian Public Limited Liability Companies Act Section 5-8 b) shall be allowed for meetings where such method of voting is arranged by the Board of Directors.

• The Annual General Meeting shall be held within the turn of June each year. The General Meeting shall dealwith the following: Ss
• a) Approval to the Annual Accounts and Annual Report including distribution of dividend
• b) Election of Board members and the Chairperson of the Board

c) Election of the members and the chairperson of the Nomination Committee and amendments of the Nomination Committee's Mandate and Charter

d)Such other matters as, according to law orthe Art¡cles of Association, fallwithin the duties of the General Meeting

• 5g The General Meeting shall be chaired bythe Chairperson of the Board of Directors
• s10 ln other respects, the stipulations of valid Norwegian Public Limited Companies legislation shall be applied

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