PGS ASA

Share Issue/Capital Change • Nov 23, 2016

Petroleum Geo-Services ASA: NOK 1.9 BILLION PRIVATE PLACEMENT FULLY SUBSCRIBED

Petroleum Geo-Services ASA: NOK 1.9 BILLION PRIVATE PLACEMENT FULLY SUBSCRIBED

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: NOK 1.9 BILLION PRIVATE PLACEMENT FULLY SUBSCRIBED

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

(the "Company") on November 22, 2016 regarding a contemplated private placement

(the "Private Placement") of new shares in the Company.

The Company is pleased to announce that the Private Placement was fully

subscribed, raising gross proceeds of approximately NOK 1.9 billion

(approximately USD 225 million) through a placement of 85,500,00 new shares at a

subscription price of NOK 22.50 per share. The Private Placement was

substantially over-subscribed.

The proceeds from the Private Placement will be used primarily to finance an

inter-conditional exchange offer (the "Exchange Offer") for the Company's

existing 7.375% Senior Notes due December 2018 (the "2018 Notes"). The Exchange

Offer was launched concurrently with the Private Placement. See the stock

exchange release published yesterday, November 22, 2016, by the Company for

further information regarding the Exchange Offer, as well as information

regarding the amendments of the Company's revolving credit facility.

Completion of the Private Placement and issuance of the new shares thereunder is

subject to the fulfilment of the conditions for the transaction, including inter

alia approval by an extraordinary general meeting of the Company (the "EGM")

scheduled to be held on December 14, 2016, and 90% acceptance of the Exchange

Offer at the time of the EGM (as further described in a separate stock exchange

release from the Company dated November 22, 2016). The Company has agreed to a

lock-up period, commencing on November 22, 2016 and continuing until 180 days

after closing of the Private Placement, for issuance of, among other things,

equity securities, subject to customary exemptions (including the Subsequent

Offering (as defined below)).

Conditional allocation of the new shares to be issued in the Private Placement

was resolved by the Board of Directors on November 22, 2016 and notices of such

allocation will be distributed to the investors on or about November 23, 2016.

The new shares to be issued in the Private Placement will not be listed or

tradable on Oslo Børs until a listing prospectus for such shares has been

approved by the Norwegian Financial Supervisory Authority, expected to be on or

about December 15, 2016, and published.

The Company will, subject to completion of the Private Placement and market

conditions, carry out a subsequent offering (the "Subsequent Offering") of up to

13,500,000 new shares for gross proceeds of approximately NOK 300 million

(approximately USD 35 million) (equal to approximately 16% of the size of the

Private Placement), see a separate stock exchange release to be published by the

Company today in this regard.

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

part of Nordea Bank Norge ASA have acted as Joint Bookrunners and ABN AMRO Bank

N.V. has acted as Co-Manager in the Private Placement.

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.

Barclays Bank PLC, DNB Markets, a part of DNB Bank ASA, Nordea Markets, a part

of Nordea Bank Norge ASA and ABN AMRO Bank N.V. (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.