PGS ASA

Share Issue/Capital Change • Sep 18, 2023

PGS ASA - CONTEMPLATED PRIVATE PLACEMENT

PGS ASA - CONTEMPLATED PRIVATE PLACEMENT

Oslo, 18 September 2023

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.

PGS ASA ("PGS" or the "Company") refers to the announcement regarding a merger

with TGS ASA ("TGS") earlier today, and announces now that it is contemplating a

private placement (the "Private Placement") of 45,760,726 new ordinary shares in

the Company (the "Offer Shares").

The net proceeds to the Company from the Private Placement will be used to

increase liquidity and enable a financially robust combined entity following the

proposed merger with TGS, protect the Company against market cyclicality prior

to consummation of the merger, and maintain symmetry with TGS as they expect to

undertake a concurrent private placement that is sized to maintain the agreed

relative ownership in the merger.

PGS has retained Pareto Securities AS (the "Manager") as the sole manager and

sole bookrunner in the Private Placement.

The subscription price per Offer Share (the "Offer Price") will be determined by

the Company's board of directors (the "Board") on the basis of an accelerated

bookbuilding process which will be denominated in NOK.

The bookbuilding period for the Private Placement will commence today, 18

September 2023, at 16:30 CEST and is expected to close on or before 19 September

2023 at 08:00 CEST. The Company may extend or shorten the bookbuilding period at

any time and for any reason on short, or without, notice. If the bookbuilding

period is extended or shortened, the other dates referred to herein might be

changed accordingly.

Allocation of the Offer Shares will be determined after the expiry of the

bookbuilding period at the Board's sole discretion (in consultation with the

Manager). The Board will focus on criteria such as (but not limited to) existing

ownership in the Company, price leadership, timeliness of the application,

relative order size, sector knowledge, perceived investor quality and investment

horizon. Notification of allocation is expected on or about 19 September before

09:00 CEST.

Completion of the Private Placement is subject to: (i) all corporate resolutions

of the Company required to implement the Private Placement being validly made by

the Company, including, without limitation, the resolution by the Board to

increase the share capital of the Company and issue the Offer Shares pursuant to

an authorisation granted by the Company's annual general meeting held on 24

April 2023, (ii) the Pre-Payment Agreement (as defined below) remaining

unmodified and in full force and effect, and (iii) the share capital increase

pertaining to the issuance of the allocated Offer Shares being validly

registered with the Norwegian Register of Business Enterprises (the "NRBE") and

the allocated Offer Shares being validly issued and registered in the Norwegian

Central Securities Depository (Euronext Securities Oslo or the "VPS") (jointly

the "Conditions"). The Company reserves the right to cancel, and/or modify the

terms of, the Private Placement at any time and for any reason prior to the

Conditions having been met. Neither the Company nor the Manager will be liable

for any losses incurred by applicants if the Private Placement is cancelled

and/or modified, irrespective of the reason for such cancellation or

modification.

The Private Placement is expected to be settled on a delivery-versus payment

(DVP) basis on or about 21 September 2023, which will be facilitated by a pre-

payment agreement expected to be entered into between the Company and the

Manager (the "Pre-Payment Agreement"). The Offer Shares allocated to investors

will be tradable on Oslo Børs when the Conditions have been met, expected on or

about 20 September 2023.

The Private Placement will be made by the Company to investors subject to

applicable exemptions from relevant prospectus requirements in accordance with

Regulation (EU) 2017/1129 and the Norwegian Securities Trading Act of 2007 and

is directed towards investors subject to available exemptions from relevant

registration requirements, (i) outside the United States in reliance on

Regulation S under the US Securities Act of 1933, as amended (the "US Securities

Act") and (ii) in the United States to "qualified institutional buyers" (QIBs),

as defined in Rule 144A under the US Securities Act, pursuant to an exemption

from the registration requirements under the US Securities Act, as well as to

"major U.S. institutional investors" as defined in Rule 15a-6 under the United

States Exchange Act of 1934, in each case subject to an exemption being

available from offer prospectus requirements and any other filing or

registration requirements in the applicable jurisdictions and subject to other

selling restrictions. The minimum application and allocation amount has been set

to the NOK equivalent of EUR 100,000 per investor. The Company may offer and

allocate amounts below the NOK equivalent of EUR 100,000 in the Private

Placement to the extent exemptions from prospectus requirements, in accordance

with applicable regulations, including the Norwegian Securities Trading Act,

Regulation (EU) 2017/1129 on prospectuses for securities and ancillary

regulations, are available.

The contemplated Private Placement involves the setting aside of the

shareholders' preferential rights to subscribe for the Offer Shares. The Board

is of the view that it is in the common interest of the Company and its

shareholders to raise equity through a private placement, in view of the current

market conditions and the Company's need for increased liquidity and a

financially robust combined entity following the proposed merger with TGS. A

private placement enables the Company to reduce execution and completion risk,

allows for the Company to raise capital more quickly, raise capital at a lower

discount compared to a rights issue and without the underwriting commissions

normally seen with rights offerings.

The Company may, subject to completion of the Private Placement and certain

other conditions, decide to carry out a subsequent repair offering of new shares

at the Offer Price in the Private Placement which, subject to applicable

securities law, will be directed towards existing shareholders in the Company as

of 18 September 2023 (as registered in the VPS) two trading days thereafter),

who (i) were not allocated Offer Shares in the Private Placement, and (ii) are

not resident in a jurisdiction where such offering would be unlawful or would

(in jurisdictions other than Norway) require any prospectus, filing,

registration or similar action.

Advokatfirmaet BAHR AS is acting as legal advisor to the Company in connection

with the Private Placement.

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.

***

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 US 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 Rule 15a-6 under the

United States Exchange Act of 1934.

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 believes 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 investment levels

and need for the Company's services, 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 Manager nor any of its 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 Manager

nor any of its respective affiliates accepts any liability arising from the use

of this announcement.

This information is considered to be inside information pursuant to the EU

Market Abuse Regulation (MAR) and is subject to the disclosure requirements

pursuant to MAR article 17 and Section 5-12 the Norwegian Securities Trading

Act. This stock exchange announcement was published by Bård Stenberg, VP IR &

Corporate Communications at PGS ASA on the time and date provided.