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TGS ASA

AGM Information Dec 1, 2023

3774_rns_2023-12-01_7d6184b7-9e54-488d-b0a1-fbe15c749e49.html

AGM Information

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TGS Shareholders Approve the Merger Plan with PGS

TGS Shareholders Approve the Merger Plan with PGS

OSLO, Norway (1 December 2023) - Reference is made to the joint stock exchange

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

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

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

subsequent announcements on 25 and 30 October 2023 regarding, respectively, the

execution of the definitive merger agreement and notices for extraordinary

general meetings for approval.

An extraordinary general meeting in TGS was held today at 16:00 hours (Oslo

time) as a virtual meeting. All proposals on the agenda were approved with

requisite majorities, including the merger plan dated 25 October 2023 and the

corresponding share capital increase in the Company.

As separately announced by PGS earlier today, the merger has also been approved

by the extraordinary general meeting in PGS. As a consequence, the decision to

approve the merger will now be filed with the Norwegian Register of Business

Enterprises. Completion of the merger remains conditional upon customary closing

conditions such as relevant regulatory approvals and consents, compliance with

applicable covenants and expiry of statutory waiting periods, as further

described in the merger plan.

Kristian Johansen, CEO at TGS, commented: "Today marks a pivotal moment for TGS

and PGS as we receive approval from our shareholders for the merger plan. This

support reflects the shared vision of our stakeholders in establishing the

combined entity as a leading diversified energy data and intelligence company

with an enhanced industry offering.  We strongly believe this merger will bring

substantial value to our respective stakeholders, from shareholders and

customers to the combined organization's employees. As we move forward, we

remain dedicated to navigating through the regulatory processes and meeting all

closing conditions to ensure the successful completion of this transformative

merger. Together, we are poised to deliver unparalleled energy data solutions to

our global partners."

Minutes of the EGM are attached hereto and made available on the Company's

investor website (https://www.tgs.com/investor-center).

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

the merger, please see the announcements of 18 September 2023 and 25 October

2023, as well as the merger plan available on www.tgs.com (http://www.tgs.com)

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

Disclosure: This information is subject of the disclosure requirements pursuant

to section 5-12 of the Norwegian Securities Trading Act.

About TGS

TGS provides scientific data and intelligence to companies active in the energy

sector. In addition to a global, extensive and diverse energy data library, TGS

offers specialized services such as advanced processing and analytics alongside

cloud-based data applications and solutions.

Forward Looking Statement

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 volatile market conditions, investment opportunities in new and existing

markets, demand for licensing of data within the energy industry, operational

challenges, and reliance on a cyclical industry and principal customers. 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.

For more information, contact:

Sven Børre Larsen

Chief Financial Officer

[email protected] (mailto:[email protected])

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