PGS ASA

Share Issue/Capital Change • Nov 23, 2016

Petroleum Geo-Services ASA: SUBSEQUENT OFFERING

Petroleum Geo-Services ASA: SUBSEQUENT OFFERING

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR

INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN, OR ANY

OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE

UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE

SECURITIES DESCRIBED HEREIN.

PETROLEUM GEO-SERVICES ASA - SUBSEQUENT OFFERING

Reference is made to the stock exchange release published earlier today,

November 23, 2016, by Petroleum Geo-Services ASA (the "Company") regarding the

private placement of 85,500,000 new shares (the "Private Placement") in the

Company raising gross proceeds of approximately NOK 1.9 billion (approximately

USD 225 million) and the decision to carry out a subsequent offering (the

"Subsequent Offering"), subject to market conditions, of up to 13,500,000 new

shares in the Company (the "Offer Shares") for gross proceeds of approximately

NOK 300 million (approximately USD 35 million) (corresponding to approximately

16% of the size of the Private Placement). The Subsequent Offering is subject to

shareholder approval by the Company's general meeting, such extraordinary

general meeting scheduled to be held on December 14, 2016.

The Subsequent Offering will, on the basis of a prospectus (the "Prospectus") to

be approved by the Norwegian Financial Supervisory Authority and published

thereafter, be 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 ("VPS") as of expiry of November 24, 2016, who

were not allocated shares in the 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 similar

action ("Eligible Shareholders"). For the purposes of determining Eligible

Shareholders, the Company's Board of Directors may look solely to a transcript

from the Company's shareholder register with VPS on November 24, 2016, without

further consideration of whether this actually reflects who were shareholders as

of expiry of November 22, 2016. Such Eligible Shareholders will be granted non-

tradable subscription rights giving right to subscribe and be allocated Offer

Shares.

The subscription price in the Subsequent Offering is NOK 22.50 per Offer Share,

being the same as the subscription price in the Private Placement. The

subscription period in the Subsequent Offering will commence shortly after

publication of the Prospectus (expected to take place on or about December

15, 2016).

The following key information is given with respect to the Subsequent Offering:

Date of announcement of the Subsequent Offering: November 23, 2016

Last day including right: November 22, 2016

Ex-date: November 23, 2016

Record date: November 24, 2016

Date of approval: The Subsequent Offering is subject to shareholder approval by

the Company's general meeting, such extraordinary general meeting scheduled to

be held on December 14, 2016

Maximum number of Offer Shares: 13,500,000

Subscription price per Offer Share: NOK 22.50

DNB Markets, a part of DNB Bank ASA and Nordea Markets, a part of Nordea Bank

Norge ASA are acting as Managers for the Subsequent Offering.

Contacts:

Bård Stenberg, VP IR & Corporate Communications: Phone: +47 67 51 43 16, Mobile:

+47 992 45 235

Gottfred Langseth, EVP & CFO: Phone: +47 67 51 44 10, Mobile: +47 930 55 580

Rune Olav Pedersen, EVP & General Counsel: Phone: +47 67 51 57 06, Mobile:

+47 908 16 337

***

Petroleum Geo-Services ASA ("PGS" or "the Company") is a focused 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, with modern 3D coverage in all significant offshore hydrocarbon

provinces of the world. The Company operates on a worldwide basis with

headquarters in Oslo, Norway.

For more information on PGS visit www.pgs.com.

***

This announcement does not constitute or form part of an offer for sale or

solicitation of an offer to purchase or subscribe for securities in the United

States or any other jurisdiction. The securities referred to herein have not

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

amended (the "Securities Act"), 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

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

States or in any other jurisdiction.

The offering of the securities referred to in this announcement will be made

pursuant to an exemption under the Prospectus Directive, as implemented in

Member States of the European Economic Area, from the requirement to produce a

prospectus for offers of securities.  This announcement does not constitute an

advertisement for the purposes of the Prospectus Directive.

This announcement does not constitute an offer to sell or the solicitation of an

offer to buy any securities, nor will there be any sale of securities referred

to in this announcement, in any jurisdiction, including the United States, in

which such offer, solicitation or sale would be unlawful prior to registration

or qualification under the securities laws of such jurisdiction.

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 multi-client data

library, the attractiveness of our technology, unpredictable changes in

governmental regulations affecting our markets and extreme weather conditions.

DNB Markets, a part of DNB Bank ASA and Nordea Markets, a part of Nordea Bank

Norge ASA (together, the "Managers") are each acting exclusively for the Company

and for no-one else in connection with any transaction mentioned in this

announcement and will not regard any other person (whether or not a recipient of

this announcement) as a client in relation to any such transaction and will not

be responsible to any other person for providing the protections afforded to

their respective clients, or for advising any such person on the contents of

this announcement or in connection with any transaction referred to in this

announcement. The contents of this announcement have not been verified by the

Managers.

No representation or warranty, express or implied, is given by or on behalf of

the Managers or any of their respective subsidiaries, affiliates, agents or

advisers or any of such persons' affiliates, directors, officers or employees or

any other person as to the fairness, truth, accuracy, completeness or

verification of the information or the opinions contained in this announcement

(or whether any information has been omitted from the announcement) or any other

information relating to the Company, its subsidiaries or associated companies,

whether written, oral or in a visual or electronic form, and howsoever

transmitted or made available, and no liability is accepted for any such

information, omissions or opinions.

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

Report for 2015. 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.

This information is subject to the disclosure requirements of section 5-12 of

the Norwegian Securities Trading Act.