PGS ASA

Pre-Annual General Meeting Information • Nov 2, 2022

PGS ASA: Notice of Extraordinary General Meeting - Private Placement and Subsequent Offering

PGS ASA: Notice of Extraordinary General Meeting - Private Placement and Subsequent Offering

Oslo, 2 November 2022

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

INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN, HONG KONG, SOUTH AFRICA OR THE

UNITED STATES, 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.

Reference is made to the stock exchange announcements by PGS ASA ("PGS" or the

"Company") on 1 November 2022 regarding a successfully placed private placement

(the "Private Placement") of new shares in the Company, and a potential

subsequent offering (the "Subsequent Offering").

PGS hereby calls for an extraordinary general meeting ("EGM") in the Company to

be held on 23 November 2022 at 10:00 hrs (CET), where the approval of the

Private Placement and the Subsequent Offering is on the agenda.

The calling notice for the EGM, including the board of director's proposed

resolutions and proxy forms are attached to this announcement and can also be

downloaded from the Company's website  www.pgs.com

(https://www.globenewswire.com/Tracker?data=P3SgirikGtAHFu20rmyfMrIqMiQ08M8UTQyU

PSabWYfJ7KD6YDy0tr3N7qyckwoaoAEdbRqyeF5XSEpOOo0mTN4xW0IeYt4uCPSONDfgT5mYP2wymzH9

cVgtc5iZlWUcFlCcLjvETBhvt7O1t6P1VQ==).

The meeting will be conducted as a virtual meeting only, accessible online via

Lumi AGM. All shareholders will be able to participate in the meeting, vote and

ask questions from smartphones, tablets or desktop devices. For further

information regarding the virtual participation, please see guidelines made

available on the Company's website www.pgs.com (http://www.pgs.com).

No pre-registration is needed for attending online, but attendees must be logged

in before the meeting starts. Deadline for registration of advance votes and

proxies is 22 November 2022 at 12:00 hrs (CET).

About the Meeting

Date: 23 November 2022

Time: 10:00 hrs (CET)

Location: Virtually on the Lumi AGM solution

Contacts:

Bård Stenberg, VP IR & Corporate Communication

Mobile:  +47 99 24 52 35

***

PGS 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

(http://www.pgs.com).

***

IMPORTANT NOTICE

This announcement is not and does not form a part of any offer to sell, or a

solicitation of an offer to purchase, any securities of PGS. The distribution of

this announcement and other information may be restricted by law in certain

jurisdictions. Copies of this announcement are not being made and may not be

distributed or sent into any jurisdiction in which such distribution would be

unlawful or would require registration or other measures. Persons into whose

possession this announcement or such other information should come are required

to inform themselves about and to observe any such restrictions.

The securities referred to in this announcement have not been and will not be

registered under the U.S. Securities Act of 1933, as amended (the "Securities

Act"), and accordingly may not be offered or sold in the United States absent

registration or an applicable exemption from the registration requirements of

the Securities Act and in accordance with applicable U.S. state securities laws.

The Company does not intend to register any part of the offering or their

securities in the United States or to conduct a public offering of securities in

the United States. Any sale in the United States of the securities mentioned in

this announcement will be made solely to "qualified institutional buyers" as

defined in Rule 144A under the Securities Act and "major U.S. institutional

investors" as defined in SEC Rule 15a-6 under the United States Exchange Act of

In any EEA Member State, this communication is only addressed to and is only

directed at qualified investors in that Member State within the meaning of the

Prospectus Regulation, i.e., only to investors who can receive the offer without

an  approved prospectus  in such  EEA Member  State. The expression "Prospectus

Regulation" means Regulation 2017/1129, as amended, together with any applicable

implementing measures in any Member State.

This communication is only being distributed to and is only directed at persons

in the United  Kingdom that are (i) investment professionals falling within

Article 19(5) of the Financial Services  and Markets Act 2000 (Financial

Promotion) Order 2005, as amended (the "Order") or (ii) high net worth entities,

and other persons to whom this announcement may lawfully be communicated,

falling within Article 49(2)(a) to (d) of the Order (all such persons together

being referred to as "relevant persons"). This communication must not be acted

on or relied on by persons who are not relevant persons. Any investment or

investment activity to which this communication relates is available only for

relevant persons and will be engaged in only with relevant persons. Persons

distributing this communication must satisfy themselves that it is lawful to do

so.

Matters discussed in this announcement may constitute forward-looking

statements. Forward-looking statements are statements that are not historical

facts and may be identified by words such as "believe", "expect", "anticipate",

"strategy", "intends", "estimate", "will", "may", "continue",  "should" and

similar expressions. The forward-looking statements in this release are based

upon various assumptions, many of which are based, in turn, upon further

assumptions. Although the Company believe that these assumptions were reasonable

when made, these  assumptions are inherently  subject to significant known and

unknown risks, uncertainties, contingencies and other important factors which

are difficult or impossible to predict and are beyond its control.

Actual events may differ significantly from any anticipated development due to a

number of  factors, including without limitation, changes in public sector

investment levels, changes in the  general economic, political and market

conditions in the markets in which the Company operate, the Company's ability to

attract, retain and motivate qualified personnel, changes in the Company's

ability to engage in commercially acceptable acquisitions and strategic

investments, and changes  in laws and regulation and the potential impact of

legal proceedings and actions. Such risks, uncertainties, contingencies and

other important factors could cause actual events to differ materially from the

expectations expressed or implied in this release by such forward-looking

statements. The Company does not provide any guarantees that the assumptions

underlying the forward-looking statements in this announcement are free from

errors nor does it accept any responsibility for the future accuracy of the

opinions expressed in this announcement or any obligation to update or revise

the statements in this announcement to reflect subsequent events. You should not

place undue reliance on the forward-looking statements in this document.

The information, opinions and forward-looking statements contained in this

announcement speak only as at its date, and are subject to change without

notice. The Company does not undertake any obligation to review, update,

confirm, or to release publicly any revisions to any forward-looking statements

to reflect events that occur or circumstances that arise in relation to the

content of this announcement.

Neither the Managers nor any of their respective affiliates makes any

representation as to the accuracy or completeness of this announcement and none

of them accepts any responsibility for the contents of this announcement or any

matters referred to herein.

This announcement is for information purposes only and is not to be relied upon

in substitution for the exercise of independent judgment. It is not intended as

investment advice and under no circumstances is it to be used or considered as

an offer to sell, or a solicitation of an offer to buy any securities or a

recommendation to buy or sell any securities in the Company. Neither the

Managers nor any of their respective affiliates accepts any liability arising

from the use of this announcement.

This information is subject to the disclosure requirements pursuant to the EU

Market Abuse Regulation (MAR) article 17 and Section 5-12 the Norwegian

Securities Trading Act.