PGS ASA

Share Issue/Capital Change • Nov 12, 2015

Petroleum Geo-Services ASA : Successful private placement

Petroleum Geo-Services ASA : Successful private placement

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

INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, HONG KONG OR JAPAN,

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.

Reference is made to the stock exchange release from Petroleum Geo-Services ASA

("PGS" or the "Company") published 11 November 2015, regarding the contemplated

private placement.

PGS announces today that it has successfully raised approximately NOK 919.6

million in gross proceeds through a placement of 21,779,999 new shares (the "New

Shares") and 1,800,000 treasury shares, towards Norwegian and international

institutional investors, at a price of NOK 39 per share (the "Private

Placement"). The New Shares to be issued represent approximately 9.99% of the

current issued share capital in the Company.

The proceeds from the Private Placement will be used to strengthen the Company's

balance sheet and liquidity position as well as for general corporate purposes

and will further strengthen the Company's ability to take active part in, and

benefit from, restructuring or distress driven opportunities emerging in the

marine seismic industry.

In order to ensure timely delivery of shares to investors, the Managers have

entered into a share lending agreement with Ferd AS. On the basis of this

arrangement, the investors who are allocated shares in the Private Placement

will receive existing and unencumbered shares in the Company that are already

listed on Oslo Børs. Subject to completion, payment and delivery of allocated

shares to the investors is expected to be on or about 16 November 2015.

The new shares to be issued by the Company will be issued to the Managers and

used to settle the share loan from Ferd AS, provided, however, that the

2,178,000 shares allocated to Ferd AS in the Private Placement will be issued

directly to Ferd AS.

The New Shares in the Private Placement will be issued by the board of directors

of PGS, pursuant to an authorization granted at the Company's annual general

meeting on 13 May 2015. The total number of issued shares in The Company, after

issuance of the New Shares, will be 239,579,996 shares, each with a nominal

value of NOK 3.0, corresponding to a share capital of NOK 718,739,988. The total

number of treasury shares held by the Company after the Private Placement is

1,404,174. The Board of Directors has resolved  to set aside the pre-emptive

rights of the existing shareholders. The Board  of Directors considers  this

to  be  in  the  best  interests  of the Company and the shareholders since it

will allow the Company to raise capital more quickly, at a lower  discount and

with significantly  lower transaction  costs than a rights offering would allow.

The Company has agreed not to offer, issue, sell or otherwise dispose of (or

announce an intention of doing so) any other shares of the Company or any

securities convertible into or exchangeable for or carrying rights to acquire

other shares of the Company for a period of 90 days following settlement of the

Offering without the consent of the Managers.

ABG Sundal Collier and Nordea Markets acted as Joint Global Coordinators and

Joint Bookrunners for the Private Placement.

FOR DETAILS, CONTACT:

Bård Stenberg, VP IR & Corporate Communications

Phone:  +47 67 51 43 16

Mobile:  +47 992 45 235

****

Petroleum Geo-Services ("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 Petroleum Geo-Services visit 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 multi-client 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 2014. 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 pursuant to section

5-12 of the Norwegian Securities Trading Act.

[HUG#1966347]