TGS ASA — AGM Information 2014

May 16, 2014

Further Clarification Regarding Proposed Long-Term Incentive Stock Plan and Resolution to Issue Free-Standing Warrants

Further Clarification Regarding Proposed Long-Term Incentive Stock Plan and Resolution to Issue Free-Standing Warrants

ASKER, NORWAY (16 May 2014) - Item 13 in the Notice of Ordinary General Meeting

to be held on 3 June 2014 proposes the approval of a Long-Term Incentive Stock

Plan and Resolution to issue Free-Standing Warrants.  Information regarding this

proposal is repeated herein with further clarification of plan targets.

In previous years, the General Meeting has approved stock option plans secured

by either free standing warrants or treasury shares.

From these earlier plans there are currently outstanding 1,709,500 stock options

/ free standing warrants (as of May 8, 2014) that have been granted but not yet

exercised.

The proposed 2014 plan provides for the grant of restricted stock units (RSUs)

and performance stock units (PSUs) instead of stock options. Upon vesting, the

RSUs and PSUs will represent the right to receive shares of TGS stock as

described below. The plan is limited to a maximum of 213,000 shares issuable

upon vesting of the RSUs and PSUs. The plan will be administered by the Board of

Directors. In the event of any merger, reorganization, recapitalization, stock

dividend, stock split, combination of shares, share exchange, or other change in

shares of the Company, the number of shares then subject to the plan, including

shares subject to outstanding awards, shall be adjusted in proportion to the

change in outstanding shares.

Pursuant to the proposed 2014 long-term incentive stock plan, RSUs will be

granted to certain non-executive key employees and will vest three years after

the date of grant if the employee remains employed at vesting. Upon vesting, the

holder of the RSUs will receive an equivalent number of TGS shares. PSUs will be

granted to members of the executive team and will also vest three years after

the date of grant if the executive remains employed at vesting. Upon vesting,

the holder of the PSUs will receive TGS shares (if any), with the number of

shares issuable determined by multiplying the number of PSUs granted by a factor

of 0% to 200%. The factor is determined by performance against a target metric,

which is based on total shareholder return (TSR) for the three-year performance

period commencing on the date of grant. The holders of the RSUs and PSUs will be

required to pay the par value, NOK 0.25, for each share of TGS stock issued

pursuant to the RSU or PSU, as applicable.

In conjunction with this new program, the Board of Directors is introducing

minimum Executive Stock Ownership Guidelines based on a multiple of salary for

the CEO (3X), CFO (2X) and the rest of the Executive Team members (1X).

The Board proposes that the Company shall secure the long-term incentive stock

plan by the issuance of free-standing warrants, to be subscribed for at the time

of grant by employees who are granted RSUs and PSUs.

Further Clarification of Plan Targets

The TSR performance requirement for PSUs is based on the total shareholder

return of TGS-NOPEC for the three-year period beginning on the date of grant of

the award and ending on the third anniversary of such date, according to the

following schedule and based on the target number of PSUs granted.

TSR Shares Earned per PSU

as a Percentage of PSUs Granted

(the "Multiple")

< -25% 0%

-25% 25%

No Increase 75%

+25% 100%

+100% 200%

For purposes of this performance target:

"TSR" is calculated by (i) subtracting the Beginning Share Price from the Ending

Share Price, (ii) adding to the result in (i) the dividends paid per share for

all record dates occurring during the performance period and (iii) dividing the

amount in (ii) by Beginning Share Price.

Beginning Share Price means the average of the closing prices of TGS shares on

the Oslo Stock Exchange for the 20 trading days immediately prior to the

beginning of the performance period.

Ending Share Price means the average of the closing prices of TGS shares on the

Oslo Stock Exchange for the 20 trading days immediately prior to the end of the

performance period.

Any dividend paid in cash shall be valued at its cash amount.  Any dividend paid

in securities shall be valued at fair market value

The number of shares issuable pursuant to any PSU shall be determined by

multiplying the number of PSUs subject to the award by the Multiple earned based

on actual performance (pro-rating for TSR falling between two performance

levels), then rounding down to the nearest whole share, with cash paid in lieu

of fractional shares.

Company summary

TGS-NOPEC Geophysical Company (TGS) provides multi-client geoscience data to oil

and gas Exploration and Production companies worldwide.  In addition to

extensive global geophysical and geological data libraries that include multi-

client seismic data, magnetic and gravity data, digital well logs, production

data and directional surveys, TGS also offers advanced processing and imaging

services, interpretation products, permanent reservoir monitoring and data

integration solutions.

For more information visit TGS online at www.tgs.com.

Forward-looking statements and contact information

All statements in this press release other than statements of historical fact

are forward-looking statements, which are subject to a number of risks,

uncertainties and assumptions that are difficult to predict, and are based upon

assumptions as to future events that may not prove accurate. These factors

include TGS' reliance on a cyclical industry and principal customers, TGS'

ability to continue to expand markets for licensing of data, and TGS' ability to

acquire and process data products at costs commensurate with profitability.

Actual results may differ materially from those expected or projected in the

forward-looking statements. TGS undertakes no responsibility or obligation to

update or alter forward-looking statements for any reason.

TGS-NOPEC Geophysical Company ASA is listed on the Oslo Stock Exchange

(OSLO:TGS).

TGS sponsored American Depositary Shares trade on the U.S. over-the-counter

market under the symbol "TGSGY".

For additional information about this press release please contact:

Kristian Johansen

Chief Financial Officer

Cell: +47 47 60 33 34

Email: kristian.johansen@tgs.com

Will Ashby

Director Finance Western Hemisphere & Investor Relations

Tel: +1 713 860 2184

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Email: will.ashby@tgs.com

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