PGS ASA

AGM Information • May 10, 2017

MINUTES FROM ANNUAL GENERAL MEETING

IN

PETROLEUM GEO.SERVICES ASA

On Wednesday l0 ill4lay 2017 the Annual 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 V/alter Qvam, Carol Bell, Holly Van Deursen, Daniel J. Piette, 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 Senior Legal Counsel Lars Ragnar van der Bijl Mysen.

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

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

ITEM I APPROVAL OF THE CALLING NOTICE AND AGENDA

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

The following was resolved:

The calling notice and agenda were approved by the General Meeting.

ITEM 2 ELECTION OF PERSON TO COUNTERSIGN THE MINUTES

The following'was resolved:

Lars Ragnar vøn der Bijl Mysen is appointed to countersign the Minutes

ITEM 3 APPROVAL OF THE DIRECTORS' REPORT AND FINANCIAL STATEMENTS OF PETROLEUM GEO-SERVICES ASA AND THE GROUP FOR 2016

The Board of Directors' Report and the Financial Statements for 2016 were presented by President and CEO Jon Erik Reinhardsen.

The following was resolved

The Board of Directors' Report and the Financial Statements of Petroleum Geo-Services ASA and the groupfor 2016 are approved.

ITEM 4 APPROVAL OF THE AUDITOR'S FEE FOR 2016

The Auditor's fees for 2016 amount to NOK 1.8 million.

The following was resolved:

The General Meeting approves the Auditor's fees þr 2016.

ITEM 5 ELECTION OF BOARD OF DIRECTORS

The Chairperson of the Nomination Committee, Roger O'Neil, informed about the Committee's work, recommendation on members for election to the Board and the principles for fees to Directors and members of the Nomination Committee.

Walter Qvam ITEM 5.1

The following was resolved:

ïl'alter Øam shall be re-elected as Chairperson to the Board of Directors for a service period commencing on the date hereof.

Daniel J. Piette ITEM 5.2

The following \r/as resolved:

Dctniel J. Piette shall be re-elected to the Board of Directors for a service period commencing on the date hereof.

Holly Van Deursen ITEM 5.3

The following was resolved:

Holly Vqn Deursen shall be re-elected to the Board of Directors for a service period commencing on the date hereof.

ITEM 5.4 Carol Bell

The following was resolved:

Carol Bell shall be re-elected to the Board of Directors for a service period commencing on the date hereof.

ITEM 5.5 Anne Grethe Dalane

The following was resolved:

Anne Grethe Dalane shall be re-elected to the Board of Directors fo, a service period commencing on the date hereof,

ITEM 5.6 Morten Borge

The following was resolved

Morten Borge shall be re-elected to the Board of Directors.fo, a service perioa commencing on the date hereof.

ITEM 5.7 Richard Herbert

The following was resolved:

Richard Herbert shall be elected to the Board of Directors -for a service period commencing on the date hereof.

ITEM 6 NOMINATION COMMITTEE _ ELECTION OF MEMBERS

The Chairperson of the Nomination Committee informed of the Committee's work and recoÍìmendation on members for election to the Nomination Committee.

ITEM 6.1 Harald Norvik (Chairperson)

The following was resolved:

Harøld Norvik shall be elected to the Nomination Committee as Chairperson for a service period commencing on the date hereof and ending with the 2018 annual gener al meeting.

ITEM 6.2 C. Maury Devine

The following was resolved:

C. Maury Devine shall be re-elected to the Nomination Committeefor a service period commencing on the date hereof and ending with the 2018 annual general meeting.

Terje Valebjørg ITEM 6.3

The following was resolved:

Terje Valebjørg shall be shall be re-elected to the Nomination Committee for a service period commencing on the date hereof and ending with the 2018 annual general meeting.

ITEM 7 APPROVAL OF THE BOARD MEMBERS' AND NOMINATION COMMITTEE MEMBERS' FEES

Item 7.1 Motion to approve Board members' and Nomination Committee memberst fees

The following was resolved:

The General Meeting approves the fee to each member of the Board of Directors and each member of the Nomination Committee.

Item7.2 Motion to approve the principles for the shareholder elected Board members' fees for the period 10 May 2017 to the annual general meeting 2018

The following was resolved

The General Meeting approves the principles for the shareholder elected Board members' fees þr the period I0 May 2017 to the annual general meeting 2018,

Item 7.3 Motion to approve the principles for the fees for the members of the Nomination Committee for the period 10 May 2017 to the annual general meeting 2018

The following was resolved:

The General Meeting opproves the principles for the Nomination Committee members'fees for the period l0 May 2017 to the annual general meeting 2018.

ITEM 8 AUTHORIZATION TO ACQUIRE TREASURY SHARES

The Chairperson informed of the proposal to authorize the Company's Board of Directors to acquire treasury shares.

The following was resolved:

• The Board of Directors is authorized to acquire shares in the Company on behalf of the Company. (ù

• The shares are to be acquired at market terms in ø regulated markpt where the shares are traded. (ii)

• (iii) The shares moy be disposed of either to meet obligations under employee incentive schemes, as part of consideration payable þr acquisitions made by the Company, as part of consideration for any mergers, demergers or acquisitions involving the Company, by way of cancellation of the shares in part or full, to raise funds for specific investments, þr the purpose of paying down loans (including convertible loans), or in order to strengthen the Company's capital base. The Board is free to choose the method of disposal considered expedient þr such purposes.

• (iv) The mØcimumføce value of the shares which the Company may acquire pursuant to this authorization is in total NOK 101,573,998. Under no circumstances can the Company acquire shares leading to on aggregate number of treasury shares exceeding 10 percent of the totol number of shares. The minimum amount which may be paid for each share acquired pursuant to this power of attorney is NOK 3, and the maximum smount is NOK 150.
• (v) This authorization is valid from registration in the Norwegian Register of Business Enterprises and expires on 30 June 2018.
• (vÐ The authorization to acquire Treasury Shsres granted on ll May 2016 is revoked with effect from the time the above authorization in this item 8 becomes effective.

ITEM 9 STATEMENT FROM THE BOARD REGARDING REMUNERATION PRINCIPLES FOR SENIOR EXECUTIVES

The Chairperson gave a presentation of the statement from the Board regarding remuneration principles for senior executives.

The following was resolved:

The Board statement pursuant to section 6-I6a of the Public Limited Companies Act is approved.

ITEM 10 APPROVAL OF LONG TERM INCENTIVE PLAN FOR EMPLOYEES

The Chairperson informed on the main aspects of the Long Term Incentive Plan for Employees.

The following was resolved:

The 2017 Long Term Incentive Plan is approved.

ITEM ¹¹ MOTION TO AUTHORIZE THE COMPANY'S BOARD OF DIRECTORS TO INCREASE THE SHARE CAPITAL

The Chairperson informed of the proposal to authorize the Company's Board to increase the share capital.

The following was resolved:

The General Meeting hereby approves the following authorization

• The Board of Directors is authorized to increase the Company's share capital by a total amount of NOK 101,573,998 through one or more subscriptions. The authorization is, however, restricted so that the number of shares to be issued under this authorization and the authorization to issue convertible bonds set out in item 12 of the minutes from the Annual General Meeting held I0 May 2017 in the aggregate cqnnot exceed I0% of the Company's share capital st the time of the resolution to issue shares. The Board of Directors is further authorized to determine the príce and terms of such offerings and subscriptions, including but not limited to, whether in the Norwegian and/or the international markets, whether private or public and whether or not underwritten. (i)
• (ii) The authorization includes the right to increase the Company's share capital in return for non-cash contributions and the right to assume special obligations on behalf of the Company.
• (iii) The authorization shall be utilised in connection with potential acquisitions of companies or businesses within the oil and energt sector, including the oil service sector, settlement of obligations (including convertible loans), funding of møterial investments, debt repurchases or to raise funds in order to strengthen the Company's capital base.
• (iv) The Board of Directors is further authorized to set aside the preferential rights pursuant to Section l0-4 of the Public Limited Companies Act. The rationale behind each such resolution must be given by the Board, and must be based on this being in the interest of the Company due to strategic benefits or needfor capital contributions.
• (v) The authorization includes a resolution to mergq c.f. the Public Limited Companies Act Section I3-5.
• (vi) The authorization shall be effective from the date it is registered in the Norwegian Register of Business Enterprises and shall be valid until 30 .Iune 2018.

(vii) The general authorization to issue new shares that was granted on the General Meeting I1 May 2016 is revokedwith effectfrom the time the above authorization in this item I I becomes ffictive.

ITEM 12 MOTION TO AUTHORIZE THE COMPANYNS BOARD OF DIRECTORS TO ISSUE CONVERTIBLE LOANS

The Chairperson informed of the proposal to authorize the Company's Board to issue convertible loans.

The following was resolved:

The General Meeting hereby approves the following authorization:

• The Company may raise new convertible loans up to or at a total amount of NOK 3,500,000,000 (or the equivalent in other currencies) The Board of Directors are authorised to negotiate and enter into convertible loan ogreements within the limits and in accordance with the terms of this authorisation. (Ð
• (ii) The share capital of the Company may be increased by a total of NOK 101,573,998 as a result of the loans refeted to in sub item (i) above being converted into equity. The authorization is, however, restricted so that the number of shares to be issued under this authorization and the general authorization to issue shares as set out in item I I of the minutes from the Annual General Meeting held 10 Møy 2017 in the aggregate cannot exceed I0% of the Company's share capital qt the time of the resolution to issue convertible bonds.
• (iii) The shareholders'preferential rights to subscribe the loans may be set aside. The rationale behind each such resolution must be given by the Board, and must be based on this being in the interest of the Company due to strategic benefits or needþr capital contributions.
• (iv) The authorization to issue new convertible loans shall be effective from the date it is registered in the Norwegian Register of Business Enterprises and shall be valid until 30 June 2018. The authorization to increase the shsre capital in accordance with sub item (ii) above shall be valid as long as required to meet the Company's obligations under the loan agreements.
• (v) The authorization to issue convertible loans granted on I I May 2016 is revoked with effect from the time the above outhorization in this item I2 becomes ffictive.

ITEM 13 AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The Chairperson informed of the proposal to make certain amendments to the Company's articles of association to align with applicable rules in Public Companies Act.

The following was resolved:

The following paragraph shall replace the current \$ 7 first paragraph of the Articles of As sociation :

Notice of the Annual General Meeting shall be given at leastþur weeks beþre the meeting. The notice convening an Extraordinary General Meeting shall be given at least three weelcs beþre the meeting.

ITEM 14 INDEMNIFICATION OF BOARD OF DIRECTORS AND CEO

The Chairperson informed on the background for indemnification of the Board and the CEO.

The following rwas resolved:

The General Meeting accepts indemnification for the Board members and the CEOþr the period between I I May 2016 and I0 May 2017.

ITEM 15 CORPORATE GOVERNANCE STATEMENT

The Chairperson informed on the Company's corporate governance statement.

FINAL COMMENTS

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

An overview of votes cast is attached hereto.

Qvam Ragnar van der Bijl Mysen

Total Represented

ISIN:	NOOO10199151 PETROLEUM GEO-SERVICES ASA
General meeting date	LA/O5/ZOL7 15.00
'Today:	10.05,2017

Number of persons with voting rights represented/attended : ⁶

	Number of shares	o/o sc
Total shares	338,579,996
- own shares of the company	688,164
Total shares with voting rights	337,89L,832
Represented by own shares	24,I98,995	7.L6 o/o
Represented by advance vote	50,736	O.O2 o/o
Sum own shares	24,249,73L	7,L8 0/o
Represented by proxy	39,032,810	11.55 o/o
Represented by voting instruction	58,138,983	17.2I o/o
Sum proxy shares	97,t7t,793	28.76 olo
Total represented with voting rights	L2'.142'-,524	35.94 o/o
Total represented by share capital	L2t,42t,524	35.86 o/o

Registrar for the company:

Signature company:

DNB Bank ASA

DNB Bank ASA Verdipapirservice

PETROLEUM GEO-SERVICES ASA

Lars ^{R t} agna r/ ^{d B} N'f)'se' Acii'okat tufNA/Lawyer

Protocol for general meeting PETROLEUM GEO-SERVICES ASA

ISIN:	NO0010199151 PETROLEUM GEO-SERVICES ASA The party of the Control of the Control of the Control of the Control of the Control of the Control of the Control of the Control of the Control of the Control of the Control of the Control of the Control of the Control of
General meeting date: 10/05/2017 15.00

Today:	10.05.2017
Shares class	FOR	Against	Poll in			Abstain Poll not registered Represented shares with voting rights
Agenda item 1 APPROVAL OF THE CALLING NOTICE AND AGENDA
Ordinær	121,419,503	2,021	121,421,524	0	0	121,421,524
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 %	35.86 %	0.00 %	35.86 %	0.00%	0.00%
Total	121,419,503		2,021 121,421,524	0	0	121,421,524
Agenda item 2 ELECTION OF PERSON TO COUNTERSIGN THE MINUTES
Ordinær	121,421,171	353	121,421,524	0	0	121,421,524
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 %	35.86 %	0.00 %	35.86 %	0.00%	0.00%
Total	121,421,171		353 121,421,524	0	0	121,421,524
Agenda item 3 APPROVAL OF THE DIRECTORS' REPORT AND FINANCIAL STATEMENTS OF PETROLEUM GEO- SERVICES ASA AND THE GROUP FOR 2016
Ordinær	121,419,137	2,021	121,421,158	366	0	121,421,524
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 %	35.86%	0.00%	35.86 %	0.00%	0.00%
Total	121,419,137		2,021 121,421,158	366	٥	121,421,524
Agenda item 4 APPROVAL OF THE AUDITOR'S FEE FOR 2016
Ordinær	121,419,137	2,021	121,421,158	366	0	121,421,524
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 %	35.86 %	0.00 %	35.86 %	0.00 %	0.00%
Total	121,419,137		2,021 121,421,158	366	o	121,421,524
Agenda item 5 ELECTION OF BOARD OF DIRECTORS
Ordinær	120,792,537	628,987	121,421,524	0	0	121,421,524
votes cast in %	99.48 %	0.52%		0.00%
representation of sc in %	99.48%	0.52%	100.00 %	0.00%	0.00 %
total sc in %	35.68 %	0.19%	35.86 %	0.00%	0.00%
Total	120,792,537		628,987 121,421,524	o	o	121,421,524
Agenda item 5.1 Walter Qvam
Ordinær	121,419,136	2,388	121,421,524	0	0	121,421,524
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 %	35.86 %	0.00 %	35.86 %	0.00%	0.00 %
Total	121,419,136		2,368 121,421,524	o	0	121,421,524
Agenda item 5.2 Daniel J. Piette
Ordinær	121,419,136	2,388	121,421,524	0	0	121,421,524
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 %	35.86 %	0.00 %	35.86 %	0.00 %	0.00%
Total	121,419,136		2,388 121,421,524	0	٥	121,421,524
Agenda item 5.3 Holly Van Deursen
Ordinær	121,419,136	2,388	121,421,524	0	0	121,421,524
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 %	35.86 %	0.00 %	35.86 %	0.00 %	0.00%
Total	121,419,136		2,388 121,421,524	0	0	121,421,524
Agenda item 5.4 Carol Bell
Ordinær	121,419,137	2,387	121,421,524	0	0	121,421,524
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 %	35.86 %	$0.00 \%$	35.86 %	0.00%	$0.00 \%$
Total	121,419,137		2,387 121,421,524	o	0	121,421,524
Agenda item 5.5 Anne Grethe Dalane
Ordinær	121,420,805	719	121,421,524	0	0	121,421,524
votes cast in %	100.00 %	0.00%		0.00%
representation of sc in %	100.00 %	0.00 %	100.00 %	0.00%	0.00 %

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Shares class	FOR	Against	Poll in			Abstain Poll not registered Represented shares with voting rights
total sc in $%$	35.86 %	0.00 %	35.86 % 0.00 %		0.00 %
Total	121,420,805		719 121,421,524	$\mathbf o$	0	121,421,524
Agenda item 5.6 Morten Borge
Ordinær	120,794,205	627,319	121,421,524	0	0	121,421,524
votes cast in %	99.48 %	0.52%		0.00%
representation of sc in %	99.48 %	0.52%	100.00 %	0.00%	0.00%
total sc in %	35.68 %	0.19%	35.86 %	0.00%	0.00%
Total	120,794,205		627,319 121,421,524	٥	0	121,421,524
Agenda item 5.7 Richard Herbert Ordinær	121,419,137	2,387	121,421,524	0	0	121,421,524
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 %	35.86%	0.00%	35,86 %	0.00%	0.00%
Total	121,419,137		2,387 121,421,524	0	о	121,421,524
Agenda item 6 NOMINATION COMMITTEE - ELECTION OF MEMBERS
Ordinær	121,375,269	46,255	121,421,524	0	0	121,421,524
votes cast in %	99.96 %	0.04%		0.00%
representation of sc in %	99.96 %	0.04%	100.00 %	0.00%	0.00%
total sc in %	35.85 %	0.01%	35,86 %	0,00%	0.00 %
Total	121,375,269		46,255 121,421,524	0	0	121,421,524
Agenda item 6.1 Harald Norvik (Chairperson)
Ordinær	121,376,937	720	121,377,657	43,867	0	121,421,524
votes cast in %	100.00 %	0.00%		0.00 %
representation of sc in %	99.96 %	0.00%	99.96 %	0.04%	0.00%
total sc in %	35.85 %	0.00%	35.85 %	0.01%	0.00%
Total	121,376,937		720 121,377,657	43,867	0	121,421,524
Agenda item 6.2 C. Maury Devine
Ordinær	121,375,269	2,388	121, 377, 657	43,867	$\mathbf 0$	121,421,524
votes cast in %	100.00 %	$0.00 \%$		0.00 %
representation of sc in %	99.96 %	0.00%	99.96 %	0.04%	0.00 %
total sc in %	35.85 %	0.00%	35.85 %	0.01%	0.00 %
Total	121,375,269		2,388 121,377,657	43,867	0	121,421,524
Agenda item 6.3 Terje Valebjørg
Ordinær	121,376,937	720	121,377,657	43,867	0	121,421,524
votes cast in %	100.00 %	0.00%		0.00 %
representation of sc in %	99.96 %	0.00%	99.96 %	0.04%	0.00 %
total sc in %	35.85%	0.00%	35.85%	0.01%	0.00%
Total	121,376,937		720 121,377,657	43,867	o	121,421,524
Agenda item 7.1 Motion to approve Board members' and Nomination Committee members' fees					0
Ordinær	121,416,932	4,387	121,421,319	205		121,421,524
votes cast in % representation of sc in %	100.00 % 100.00 %	0.00% 0.00%	100.00 %	0.00% 0.00 %	0.00 %
total sc in %	35.86 %	0.00%	35.86 %	0.00 %	0.00%
Total	121,416,932		4,387 121,421,319	205	O	121,421,524
Agenda item 7.2 Motion to approve the principles for the shareholder elected Board members' fees for the period
10 May 2017 to the annual general meeting 18
Ordinær	121,416.932	4,387	121,421,319	205	0	121,421,524
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 %	35.86 %	0.00 %	35.86 %	0.00 %	0.00%
Total	121,416,932		4,387 121,421,319	205	0	121,421,524
Agenda item 7.3 Motion to approve the principles for the fees for the members of the Nomination Committee for
the period 10 May 2017 to the AGM 2018
Ordinær votes cast in %	121,416,932 100.00 %	4,387 0.00%	121,421,319	205 0.00%	0	121,421,524
representation of sc in %	100.00 %	0.00%	100.00 %	0.00%	0.00%
total sc in %	35.86 %	0.00%	35.86 %	0.00%	0.00%
Total	121,416,932		4,387 121,421,319	205	0	121,421,524
Agenda item 8 AUTHORIZATION TO ACQUIRE TREASURY SHARES
Ordinær	121,419,502	2,022	121,421,524	0	0	121,421,524
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 %	35.86 %	$0.00 \%$	35.86 %	0.00%	0.00%
Total	121,419,502		2,022 121,421,524	0	$\bullet$	121,421,524
Agenda item 9 STATEMENT FROM THE BOARD REGARDING REMUNERATION PRINCIPLES FOR SENIOR EXECUTIVES

Shares class	FOR	Against	Poll in			Abstain Poll not registered Represented shares with voting rights
Ordinær	121,416,931	4,388	121,421,319	205	0	121,421,524
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 %	35,86 %	0.00%	35.86 %	0.00%	0.00%
Total	121,416,931		4,388 121,421,319	205	o	121,421,524
Agenda item 10 APPROVAL LONG TERM INCENTIVE PLAN FOR EMPLOYEES
Ordinær	112,303,272	9,118,047	121,421,319	205	0	121,421,524
votes cast in %	92.49 %	7.51 %		0.00%
representation of sc in %	92.49 %	7.51 %	100.00 %	0.00%	0.00%
total sc in %	33.17 %	2.69%	35.86 %	0.00%	0.00%
Total			112,303,272 9,118,047 121,421,319	205	٥	121,421,524
Agenda item 11 MOTION TO AUTHORIZE THE COMPANY'S BOARD OF DIRECTORS TO INCREASE THE SHARE
CAPITAL
Ordinær	121,420,966	353	121,421,319	205	0	121,421,524
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 %	35.86 %	0.00%	35.86 %	0.00 %	0.00%
Total Agenda item 12 MOTION TO AUTHORIZE THE COMPANY'S BOARD OF DIRECTORS TO ISSUE CONVERTIBLE LOANS	121,420,966		353 121,421,319	205	$\mathbf{0}$	121,421,524
Ordinær	121,417,298	4,021	121,421,319	205	0	121,421,524
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 %	35.86%	0.00%	35.86%	0.00%	0.00%
Total	121,417,298		4,021 121,421,319	205	$\mathbf 0$	121,421,524
Agenda item 13 AMENDMENTS TO THE ARTICLES OF ASSOCIATION
Ordinær	121,417,137	4,021	121,421,158	366	0	121,421,524
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 %	35.86 %	0.00%	35.86 %	0.00%	0.00%
Total	121,417,137		4,021 121,421,158	366	o	121,421,524
Agenda item 14 INDEMNIFICATION OF BOARD OF DIRECTORS AND CEO
Ordinær	121,418,931	2,388	121,421,319	205	$\Omega$	121,421,524
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 %	35.86 %	0.00%	35.86 %	0.00 %	0.00%
Total	121,418,931		2,388 121,421,319	205	$\bf{o}$	121,421.524

Registrar for the company:	Signature company:
DNB Bank ASA	PETROLEUM GEO-SERVICES ASA
DNB Bank ASA Stardinapirsamice	fars Ragnar v.d.B. Mysen Advokat MNA/Lawyer
Total number of shares Nominal value Share capital Name	Voting rights
Ordinær 338.579.996	3.00 1,015,739,988.00 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 Annual General Meeting 10.05. 2017)

• Sr The Company's registered name is Petroleum Geo-Services ASA. The Company is a public limited liability company.
• ⁵² The business of the Company is to provide services to and participate and invest in energy related businesses.
• 5g The share capital of the Company shall be NOK 1,015,739,988 divided ¡nto 338,579,996 shares, each with a par value of NOK 3.

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

• 5+ The Company's domicile shall be in the Municipality of Oslo.
• 5s The Board of Directors of the Company shall have from three to 13 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

5o The Nomination Committee shall consist of three members, The service shall be two years unless the General Meetlng 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 to the Nomination Committee's mandate and charter

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

Sz Notice of the Annual General Meeting shall be given at least four weeks before the meeting. The notice convening an Extraordinary General Meeting shall be given at least three weeks before the meeting.

ln the Company's General Meeting each share has one vote. An owner with shares registered through a custodian approved pursuant to Section 4-LO 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,

58 The Annual General Meeting shall be held by the end of the month of June each year.

The General Meeting shall deal with the following:

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 to the Nomination Committee's Mandate and Charter

d) Such other matters as, according to law or the Articles of Association, fall within the duties of the General Meeting.

• 59 The General Meeting shall be chaired by the Chairperson of the Board of Directors
• 510 ln other respects, the stipulations of valid Norwegian Public Limited Companies legislation shall be applied.

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