PGS ASA — M&A Activity 2024

Jun 11, 2024

PGS and TGS receive final competition clearance - merger conditions satisfied

PGS and TGS receive final competition clearance - merger conditions satisfied

Oslo, Norway (11 June 2024) - Reference is made to the joint stock exchange

announcement on 18 September 2023 by PGS ASA ("PGS" or the "Company," OSE: PGS)

and TGS ASA ("TGS," OSE: TGS) regarding the combination of the two companies

(the "Merger") to establish the premier energy data company, as well as

subsequent announcements on 25 October 2023 and 1 December 2023 regarding,

respectively, the execution of the definitive merger agreement and approval by

the extraordinary general meetings.

Reference is further made to the announcement on 17 April 2024, where the

parties confirmed clearance by the Norwegian Competition Authority and gave an

update on the approvals process in the UK.

PGS and TGS are now pleased to confirm that also the UK Competition and Markets

Authority (the "CMA") has completed its review and provided its unconditional

clearance of the transaction.

The clearance from the CMA was the final regulatory approval required. The

parties confirm that all conditions for completing the Merger have been

satisfied and will work towards completion of the Merger on 1 July 2024 as

previously communicated.

Further information in this respect and key dates for completion of the Merger

will be provided in due course.

Kristian Johansen, CEO of TGS comments: "TGS is pleased to note that all

conditions for the merger have been fulfilled now that we have received CMA

clearance. We look forward to completing the merger on 1 July 2024 and bringing

the strength and breadth of our combined service offerings to the market."

Rune Olav Pedersen, President & CEO of PGS comments: "With clearance from the

CMA, all merger conditions are satisfied. I believe that the merger will benefit

all stakeholders. The combined company will provide a more complete and

diversified geophysical offering to customers, more opportunities for employees

and value to shareholders".

For further information on the Merger and the complete terms and conditions for

the Merger, please see the merger plan for the Merger available on www.tgs.com

and www.pgs.com.

For more information, contact:

Gottfred Langseth

CFO

Email: ir@pgs.com

TGS:

Sven Børre Larsen

Chief Financial Officer

Email: investor@tgs.com

Disclosure:

This information is subject of the disclosure requirements pursuant to section

5-12 of the Norwegian Securities Trading Act.

PGS ASA and its subsidiaries ("PGS" or "the Company") is a fully integrated

marine geophysical company that provides a broad range of seismic and reservoir

services, including data acquisition, imaging, interpretation, and field

evaluation. Our services are provided to the oil and gas industry, as well as to

the broader and emerging new energy industries, including carbon storage and

offshore wind. The Company operates on a worldwide basis with headquarters in

Oslo, Norway and the PGS share is listed on the Oslo stock exchange (OSE: PGS).

For more information on PGS 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 2023. 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.

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