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TGS ASA

Earnings Release Feb 9, 2023

3774_rns_2023-02-09_2ca96ae0-674a-4c00-994d-eb85eee92f64.pdf

Earnings Release

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EARNINGS RELEASE 4 th QUARTER 2022 RESULT

4 th QUARTER 2022 FINANCIAL HIGHLIGHTS

Q4 2022 Q4 2021 YTD 2022 YTD 2021
(All amounts in USD 1,000s unless noted otherwise) Restated ® Restated ®
Operating revenues 2 219,013 104,661 716,633 518,689
- Early sales 22,831 40.213 257,272 353,777
- Late sales 136,608 52,755 374,132 140,384
- Proprietary sales 59.574 11,695 85,230 24,528
EBITDA 143,529 69,199 538,857 405,784
Operating profit (EBIT) 64,626 $-100,789$ 130,736 $-72,331$
Operating profit margin 30 2 $-96%$ 18 2 $-142$
Net Income 42,057 $-76,994$ 86,669 $-75,985$
EPS (fully diluted) (USD) 0.34 $-0.66$ 0.73 $-0.65$
Organic multi-client investments in new projects 55,880 53,687 223,625 182,178
Inorganic multi-client investments in new projects 21,597 11,000 37,743 16,000
Straight-line Amortization of multi-client library 38,724 42.962 153,545 174,276
Accelerated Amortization of multi-client library 13,865 50,938 201,702 213,248
Impairment of multi-client library 9,121 71,336 19,314 71,336
Multi-olient library net book value 591,675 704,868 591,675 704,868
Free cash flow (after organic MC investments) 41.672 58,106 142.561 173,514
Cash balance 188,452 215,329 188,452 215,329
Return on average capital employed 3 13/ $-7\%$
PoC Revenues 226,885 119,503 595,363 308,877
PoC Early Sales 30,703 55,053 136,002 143,965
PoC Early Sales Rate (%) 55% 103% 61% 79%
Contract backlog 566,675 334,380 566,675 334,380
Contract inflow 283,360 162,822 671,267 310,153
  • Total revenues of USD 219.0 million compared to USD 104.7 million in Q4 2021 strong late sales of USD 136.6 million.
  • Magseis Fairfield ASA was consolidated from 11 October 2022 and contributed USD 54 million to revenues.
  • Operating profit of USD 64.6 million versus operating loss of USD 100.8 million in Q4 2021.
  • Balance sheet remains robust despite substantial M&A activity throughout 2022.
  • Guidance for 2023:
  • o Multi-client investments of USD 320 350 million
  • o PoC early sales rate of more than 70%
  • o Quarterly dividend of USD 0.14 per share

"This quarter saw a further acceleration of the strong sales seen earlier in 2022. In Q4 2022, we achieved our highest fourth quarter late sales since 2014. In addition, we have seen solid growth in order inflow related to new investments lately, meaning that the multi-client backlog increased significantly in the quarter. Magseis Fairfield ASA, which was consolidated into the TGS results from 11 October 2022, contributed to a total contract backlog of USD 567 million at the end of 2022."

Kristian Johansen, CEO of TGS.

1) Q4 2021 and YTD 2021 figures have been restated. Refer to note 2 and note 9 of the condensed consolidated financial statements for more details.

2) Operating revenues shows a reallocation from Well Data subscriptions from Early Sales to Late Sales in Q4 2021 and YTD 2021.

3) 12 months trailing.

OPERATING REVENUES AND OPERATING PROFIT

Revenues amounted to USD 219.0 million in Q4 2022, an increase of 109% from USD 104.7 million in Q4 2021. Late sales amounted to USD 136.6 million in Q4 2022 versus USD 52.8 million in Q4 2021, an increase of 159%. Early sales decreased to USD 22.8 million in Q4 2022 from USD 40.2 million in Q4 2021. Proprietary revenues increased from USD 11.7 million in Q4 2021 to USD 59.6 million in Q4 2022, primarily due to ongoing acquisition contracts undertaken by Magseis Fairfield ASA ("Magseis"), which was consolidated into the TGS results from 11 October 2022. Magseis contributed USD 54 million to total revenues after eliminating USD 6.4 million of revenues related to work conducted on behalf of TGS.

Amortization and impairments of the multi-client library amounted to USD 61.7 million in Q4 2022 versus USD 165.2 million in Q4 2021. Of this, straightline amortization was USD 38.7 million (USD 43.0 million in Q4 2021), accelerated amortization was USD 13.9 million (USD 50.9 million in Q4 2021), and impairment was USD 9.1 million (USD 71.3 million in Q4 2021).

Personnel costs were USD 29.9 million compared to USD 14.2 million in Q4 2021. Other operating expenses amounted to USD 18.5 million compared to USD 12.7 million in Q4 2021. Cost of goods sold were USD 27.1 million in Q4 2022 compared to USD 8.5 million in Q4 2021. The year-on-year increases are primarily related to a substantial increase in headcount and activity caused by the acquisitions during 2022 of Magseis and Prediktor AS, as well as the multi-client and processing business of ION Geophysical.

Operating profit amounted to USD 64.6 million in Q4 2022 compared to a loss of USD 100.8 million in the same quarter of last year.

FINANCIAL ITEMS AND PROFIT BEFORE TAX

Net financial items for Q4 2022 totaled USD 3.5 million compared to USD -4.1 million in Q4 2021. The difference is mostly attributed to currency effects. Q4 2022 had a net currency gain of USD 4.8 million versus a loss of USD 3.8 million Q4 2021.

Profit before tax was USD 68.1 million in Q4 2022 compared to a loss of USD 104.9 million in Q4 2021.

TAX AND NET INCOME

TGS reports tax charges in accordance with the Accounting Standard IAS 12. Taxes are computed based on the USD value of the appropriate tax provisions according to local tax regulations. The tax charges are influenced not only by local profits, but also by fluctuations in exchange rates between the respective local currencies and USD. This computation makes it difficult to predict tax charges on a quarterly or annual basis.

TGS' corporate income tax rate is a weighted average rate primarily based on the tax rates of Norway (22%), Brazil (34%) and the US (21%).

The tax expense for Q4 2022 was USD 26.0 million (USD -27.9 million in Q4 2021), corresponding to a tax rate of 38% (28% in Q4 2021).

Net income amounted to USD 42.1 million in Q4 2022, compared to USD -77.0 million in Q4 2021. This corresponds to a fully diluted EPS of USD 0.34 in Q4 2022 versus USD -0.66 in Q4 2021.

BALANCE SHEET

As of 31 December 2022, TGS had a cash balance of USD 188.5 million, a decrease of USD 26.9 million from 31 December 2021 (USD 215.3 million).

The net book value of the multi-client library was USD 591.7 million as of 31 December 2022, compared to USD 704.9 million as of 31 December 2021. The decline reflects that straight-line amortization, accelerated amortization and impairments recorded during 2022 were higher than the investments.

Organic multi-client investments amounted to USD 55.9 million in Q4 2022, 4% higher than the USD 53.7 million invested in Q4 2021. Q4 2022 investments included substantial non-cash investments related to historical projects with vendor risk-sharing arrangements.

Total equity as of 31 December 2022 was USD 1,242.6 million, corresponding to 66% of total assets. On 31 December 2021, total equity amounted to USD 1,115.3 million (68% of total assets).

CASH FLOW

Free cash flow (cash flow from operations after organic investments in the multi-client library) was USD 41.7 million for Q4 2022 compared to USD 58.1 million in Q4 2021. Net cash flow from operations for the quarter totaled USD 119.5 million, compared to USD 120.3 million in Q4 2021. Net decrease in cash for Q4 2022 was USD 3.8 million (increase of USD 17.2 million in Q4 2021). Cash outflows related to organic investments in the multi-client library were USD 77.9 million, compared to USD 62.2 million in Q4 2021. Inorganic cash investments related to the acquisition of Magseis amounted to USD 13.7 million.

Revenue Distribution

Source: TGS

DIVIDEND

It is the ambition of TGS to pay a cash dividend that is in line with its long-term underlying cash flow. When deciding the dividend amount, the TGS Board of Directors will consider expected cash flow, investment plans, financing requirements and a level of financial flexibility that is appropriate for the TGS business model. In addition to paying a cash dividend, TGS may also buy back own shares as part of its plan to distribute capital to shareholders.

Since 2016, TGS has paid quarterly dividends in accordance with the resolution made by the annual general meeting. The aim will be to keep a stable quarterly dividend through the year, though the actual level paid will be subject to continuous evaluation of the underlying development of TGS and the market.

The Board of Directors has resolved to maintain the dividend at USD 0.14 per share in Q1 2023. The dividend will be paid in the form of NOK 1.46 per share on 2 March 2023. The share will trade ex-dividend on 16 February 2023. In Q4 2022, TGS paid a cash dividend of USD 0.14 per share (NOK 1.48 per share).

OPERATIONAL REVIEW

Contract inflow was USD 283 million in Q4 2022 compared to USD 163 million (USD 280 million pro-forma including Magseis) in Q4 2021. As a result of the order inflow being higher than revenue recognition, as well as the inclusion of Magseis during the quarter, the contract backlog increased to USD 567 million at the end of the quarter from USD 225 million (USD 506 million pro-forma including Magseis) at the end of the preceding quarter. The contract backlog at the end of Q4 2021 was USD 334 million (USD 602 million pro-forma including Magseis).

In total, multi-client investments amounted to USD 55.9 million in Q4 2022, with a substantial amount consisting of non-cash investments related to historical projects with vendor risk-sharing arrangements. The quarter was characterized by low data acquisition activity, and organic multi-client investments were largely driven by data processing, as well as mobilization for new projects.

Magseis' operations were consolidated with TGS with effect from 11 October 2022. The ZXPLR 1 crew mobilized to Guyana in the beginning of the quarter and commenced operations in October. The ZXPLR 2 crew completed its previous assignment in Gulf of Mexico and commenced acquisition of the TGS multi-client project Amendment II in December. The Z700 and MASS crews were idle in the quarter. Both are scheduled to commence new projects towards the end of Q1 2023.

During the quarter, Magseis sold older generation nodes for total proceeds of USD 3.8 million.

The Digital Energy Solutions business continued to progress as anticipated during the quarter. 4C Offshore delivered a strong end to the year, leading to a sales growth of 25% for the full year (in local currency). Prediktor's asset management and performance monitoring solutions performed well with a pro-forma revenue contribution of more than USD 6 million in 2022.

The node pilot part of the Greensand CCS project in Denmark commenced in December 2022, with data acquisition completed in January 2023. The results will serve to develop new CCS monitoring technologies.

MERGERS AND ACQUISITIONS

On 29 June 2022, TGS announced its intent to launch a recommended voluntary exchange offer, through a combination of TGS common shares and cash, for all outstanding shares of Magseis, which was formally launched on 24 August 2022. Upon expiration of the offer period on 28 September 2022, approximately 75% of the Magseis shareholders had accepted the offer, with settlement completed on 11 October 2022. TGS launched a mandatory cash offer for the remaining shares on Magseis on 10 November 2022. When the mandatory offer period lapsed on 21 December 2022, another 22% of shareholders accepted the offer, taking TGS' ownership up to 97%. On 5 January 2023, TGS announced the compulsory acquisition of the remaining shares in cash.

The total proceeds paid for Magseis was USD 225.3 million, representing the issuance of 8,726,649 shares of TGS stock with the remaining USD 100.0 million in cash.

Magseis is the global leading provider of ocean bottom seismic (OBS) technology and data acquisition projects. The company has a flexible business model with full scale node operations, as well as lease and sale models for its node inventory. The Marine Autonomous Seismic System "MASS" nodes and the range of Z-nodes, combined with handling systems and source technology, enable market leading deployment speed and highly cost-efficient acquisition of data with high quality.

OUTLOOK

With the combination of high energy prices, renewed focus on energy security and increased acceptance of the continued long-term need for hydrocarbons in most of the realistic energy transition scenarios, global exploration and production (E&P) spending has recovered rapidly from the historical low levels experienced under the COVID-triggered downturn in 2020 and 2021. The growth in global upstream spending was approximately 20% in 2022 and is expected to be in the range of 15 – 20% in 2023 based on recent guidance from E&P companies.

2022 saw a surge in demand for exploration data, both in mature and frontier areas, resulting in 167% growth in TGS' late sales of vintage data compared to 2021. Through its extensive data offering, TGS is well positioned to continue to benefit from an improved spending cycle. During the second half of 2022, TGS secured more than USD 140 million of pre-funding for new investments and more than USD 200 million of multi-client investments are committed currently. Adding a growing pipeline of further project opportunities, organic investments in new surveys are expected to be in the range of USD 320 - 350 million in 2023 (USD 224 million in 2022), with a PoC early sales rate (measured according to percentage of completion of the relevant projects divided by the associated investments) of more than 70% (61% in 2022).

The market for acquisition of OBN data is also expected to benefit from the growth in E&P companies' spending. Based on contracts already awarded, further contract opportunities in the pipeline and available supply capacity, the global mid-to-deep water OBN market is expected to grow significantly in 2023.

Through its Digital Energy Solutions (DES) business, TGS is providing energy data and insights through digital platform solutions. In particular, offerings directed towards renewable energy, such as wind and solar, are growing rapidly. In total, the Annual Recurring Revenue (ARR), which is currently approximately USD 16 million, is expected to grow at a double-digit pace in 2023.

TGS will provide further details on the financial outlook during the Capital Markets Day scheduled for 7 March 2023.

Oslo, 8 February 2022

The Board of Directors of TGS ASA

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.

TGS 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". Website: www.tgs.com

CONTACT FOR ADDITIONAL INFORMATION

Sven Børre Larsen, Chief Financial Officer, tel.: +47 90 94 36 73, e-mail: [email protected]

************************************************************************************************************************************************************************** All statements in this earnings 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.

CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

Note Q4 2022 Q4 2021 YTD 2022 YTD 2021
(All amounts in USD 1,000s unless noted otherwise) Restated' Restated'
Revenue 4 219,013 104,661 716,633 518,689
Cost of goods sold - proprietary and other 4 27,056 8,497 37,527 11,625
Straight-line amortization of the multi-client library 4,5 38,724 42,962 153,545 174,276
Accelerated amortization of the multi-client library 4,5,6 13,865 50,938 201,702 213,248
Impairment of the multi-client library 4,5,6 9,121 71,336 19,314 71,336
Personnel costs 4 29,943 14,241 86,407 54,870
Other operating expenses 4 18,485 12,724 53,843 46,410
Depreciation, amortization and impairment 4 17,193 4,752 33,561 19,255
Total operating expenses 154,387 205,450 585,898 591,021
Operating profit/(loss) 4 64,626 $-100,789$ 130,736 -72,331
Financial income 637 1,942 2,396 2,525
Financial expenses $-3,209$ $-2,310$ $-8,508$ $-6,362$
Net exchange gains/(losses) 4,780 $-3,754$ 1,692 $-8,918$
Gains/(losses) from joint ventures 1,251 1,251
Net financial items 3,459 $-4,122$ $-3,169$ $-12,756$
Profit/(loss) before taxes 68,085 $-104,911$ 127,567 -85,087
Taxes 26,027 $-27,917$ 40,898 $-9,103$
Net Income 42,057 $-76,994$ 86,669 $-75,985$
Earnings per share (USD) 0.34 $-0.66$ 0.74 $-0.65$
Earnings per share, diluted (USD) 0.34 $-0.66$ 0.73 $-0.65$
Other comprehensive income:
Exchange differences on translation of foreign operations 60 $-306$
Total comprehensive income for the period 42,117 $-76,994$ 86,363 $-75,985$
Compehensive income attribitable to non-controlling interests $-171$ $-171$
Total comprehensive attributable to TGS shareholders 41,946 $-76.994$ 86,192 $-75.985$

1) Q4 2021 and YTD 2021 figures are restated. Refer to note 2 and note 9 of the condensed consolidated financial statements for more details.

CONDENSED CONSOLIDATED FINANCIAL POSITION

Note 31-Dec-22 31-Dec-21
(All amounts in USD 1,000s unless noted otherwise) Restated ®
Goodwill 6 371,712 303,964
Intangible assets: Multi-olient library 5.6 591,675 704,868
Other intangible assets 65,805 25,477
Deferred tax assets 131,534 95,888
Buildings, machinery and equipment 145,098 19,519
Right-of-use-asset 6 59,619 35,770
Sub-lease asset 672 1,258
Other non-current assets 11,711 7,791
Total non-current assets 1,377,827 1,194,533
Accounts receivable. 6 142,781 113,513
Accrued revenues 97,538 32,551
Inventory 6,575 $\overline{a}$
Other current assets 78,463 73,901
Cash and cash equivalents 188,452 215,329
Total current assets 513,810 435,294
Total assets 1,891,636 1,629,827
Share capital 4,259 4,086
Other equity 1,238,306 1,111,242
Total equity 1,242,565 1,115,328
Other non-ourrent liabilities 42,408 2,706
Lease liability 28,609 33,022
Deferred tax liability 73,068 32,059
Total non-current liabilities 144,085 67,787
Short term interest bearing debt 10 44,748
Accounts payable and debt to partners 72,862 71,669
Taxes payable, withheld payroll tax, social security and VAT 77,223 77,941
Lease liability 38,350 10,782
Deferred revenue 126,462 238,169
Other current liabilities 145,341 48,151
Total current liabilities 504,986 446,712
Total liabilities 649,071 514,499
Total equity and liabilities 1.891.636 1,629,827

1) 31 December 2021 balances are restated. Refer to note 2 and note 9 of the condensed consolidated financial statements for more details.

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the twelve months ending December 31, 2022

Currency
Translation
Retained Non-controlling
(All amounts in USD 1,000s unless noted otherwise) Share Capital Treasury Shares Share Premium Reserve Earnings interest Total Equity
Opening balance 1 January 2022 4,086 -38 416,878 $-22.233$ 671,394 $-7$ 1,115,328
Net income - $\overline{\phantom{0}}$ - $\overline{\phantom{a}}$ 86,498 171 86,669
Translation effect $-306$ - $\overline{\phantom{a}}$ $-306$
Total Comprehensive income $\overline{\phantom{0}}$ $\qquad \qquad$ $\overline{\phantom{000000000000000000000000000000000000$ $-306$ 86,498 171 86,363
Purchase of own shares $-13$ $-7.001$ $\overline{\phantom{0}}$ $-7,015$
Cancellation of treasury shares held $-33$ 33 15,928 $\overline{\phantom{a}}$ $-15,928$ $\overline{\phantom{a}}$
Distribution of treasury shares 0 $\overline{\phantom{a}}$ - 149 $\overline{\phantom{a}}$ 150
Capital Increase 203 106.155 18,882 $\overline{\phantom{0}}$ 125.240
Acquisition of Magseis Fairfield ASA 1 $\overline{\phantom{0}}$ $-1,378$ $\overline{\phantom{a}}$ $-16.497$ 4,284 $-13,591$
Cost of equity-settled long term incentives 3 $\overline{\phantom{a}}$ - 2,223 $\overline{\phantom{a}}$ 2,226
Dividends $\qquad \qquad \blacksquare$ $-66,136$ - $-66,136$
Closing balance as of 31 December 2022 4,259 -18 537.583 $-22.539$ 673.583 4.448 1.242.565

For the twelve months ending December 31, 2021

Currency Retained
Other Paid-In Translation Earnings Non-controlling
[All amounts in USD 1,000s unless noted otherwise] Share Capital Treasury Shares Share Premium Capital Reserve Restated 2 interest Total Equity
Opening balance 1 January 2021 4,082 $-2$ 416.878 45,248 $-22,233$ 824.690 -7 1,268,657
Net income $\overline{\phantom{a}}$ $\overline{\phantom{0}}$ $\overline{\phantom{a}}$ $\overline{\phantom{a}}$ $\overline{\phantom{a}}$ $-75,985$ $\overline{\phantom{0}}$ $-75.985$
Other comprehensive income $\overline{\phantom{0}}$ $\overline{\phantom{a}}$ $\overline{\phantom{a}}$ $\overline{\phantom{a}}$ $\overline{\phantom{a}}$ $\overline{\phantom{0}}$ $\overline{\phantom{a}}$
Total Comprehensive income - $\overline{\phantom{0}}$ $\overline{\phantom{0}}$ - $\overline{\phantom{0}}$ $-75.985$ $\overline{\phantom{a}}$ $-75,985$
Purchase of own shares $-38$ ۰ $\sim$ $-15,651$ ۰ $-15.689$
Cancellation of treasury shares held -1 $\overline{\phantom{a}}$ $\overline{\phantom{a}}$ $\overline{\phantom{a}}$ $\overline{\phantom{a}}$
Distribution of treasury shares $\overline{\phantom{a}}$ $\overline{\phantom{a}}$ $\overline{\phantom{a}}$ $\overline{\phantom{a}}$ $\overline{\phantom{a}}$ $\overline{\phantom{0}}$ $\overline{\phantom{0}}$
Cost of equity-settled long term incentives 5 $\overline{\phantom{0}}$ 3,627 3,632
Dividends $\overline{\phantom{a}}$ - $\overline{\phantom{a}}$ $\overline{\phantom{a}}$ $-65,524$ $\overline{\phantom{a}}$ $-65,524$
Closing balance as of 31 December 2021 4.086 -38 416.878 45.248 $-22.233$ 671.394 -7 1.115.328

1) The change in retained earnings relates to the buyout of 22% minority share. Refer to note 11 for more details.

2) The opening balance 1 January 2021 and net income for YTD 2021 have been restated. Refer to note 2 and note 9 of the condensed consolidated financial statements for more details.

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOW

Note Q4 2022 Q4 2021 YTD 2022 YTD 2021
(All amounts in USD 1,000s unless noted otherwise) Restated ® Restated'
Cash flow from operating activities:
Profit before taxes 68,085 $-104.911$ 127,567 $-85,087$
Depreciation / amortization / impairment 78,903 169,988 408.122 478,116
Changes in accounts receivable and accrued revenues $-27.701$ 12,272 $-46,665$ 131,727
Changes in other receivables $-5,557$ 41.677 31,503 15,632
Changes in balance sheet items 7,847 910 $-162.041$ $-197,865$
Paid taxes $-2.045$ 353 $-15,036$ $-14,179$
Net cash flow from operating activities 119,532 120,289 343,450 328,344
Cash flow from investing activities:
Investments in tangible and intangible assets $-8,911$ $-5.038$ $-23.663$ $-13,579$
Investments in multi-olient library $-77,860$ $-62.183$ $-200,889$ $-154.830$
Investments through mergers and acquisitions
11
$-13,711$ $-11,000$ $-54.860$ $-34,304$
Interest received 4,636 1.942 6,396 2,525
Net cash flow from investing activities $-95.846$ $-76,279$ $-273.016$ $-200.188$
Cash flow from financing activities:
Net change in short term loans $-2,500$
Interest paid $-3,209$ $-2.356$ $-5.608$ $-6,362$
3
Dividend payments
$-17.426$ $-16.295$ $-66,136$ $-65,524$
Repayment of lease activities $-11,705$ $-3.218$ $-20,599$ $-10,695$
3
Purchase of own shares
$-2,983$ $-7,015$ $-15,689$
Net cash flow from financing activities $-32.340$ $-24.852$ $-99.358$ $-100.770$
Net change in cash and cash equivalents $-8.654$ 19,158 $-28.924$ 27,386
Cash and cash equivalents at the beginning of period 192,291 198,120 215,329 195,716
Net unrealized ourrency gains / (losses) 4,815 $-1,949$ 2,047 $-7,773$
Cash and cash equivalents at the end of period 188,452 215,329 188,452 215,329

1) Q4 2021 and YTD 2021 figures are restated. Refer to note 2 and note 9 of the condensed consolidated financial statements for more details.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1 General information

TGS ASA is a public limited company listed on the Oslo Stock Exchange. The address of its registered office is Askekroken 11, 0277 Oslo, Norway. References to TGS or the Group include TGS ASA and its subsidiaries, unless the context requires otherwise.

Note 2 Basis for Preparation

The condensed consolidated financial statements of TGS have been prepared in accordance with International Financial Reporting Standards (IFRS) IAS 34 Financial Reporting as approved by EU and additional requirements in the Norwegian Securities Trading Act. The condensed consolidated financial statements do not include all the information and disclosures required in the annual financial statements and should be read in conjunction with TGS' Annual Report for 2021, which is available at www.tgs.com.

The condensed consolidated cash flow statement of operational cash flow was previously presented both as direct and indirect method. As of Q1 2022, the cash flow statement has been compiled using only the indirect method.

The same accounting policies and methods of computation are followed in the condensed consolidated financial statements as compared with the annual financial statements for 2021.

In this condensed consolidated financial statement, Q4 2021 and YTD 2021 figures have been restated. The changes are included in Note 28 in TGS' Annual Report for 2021, which is available at www.tgs.com. The restatements that affected Q4 2021 and YTD 2021 are visible in note 9 in this condensed consolidated financial statement.

Note 3 Share Capital and Equity

Ordinary shares Number of shares
1 January 2022 117,441,118
Net change in period 7,486,321
31 December 2022 124,927,439
Treasury shares Number of shares
1 January 2022 1,334,261
Net change in period $-875,746$
31 December 2022 458,515

The Annual General Meeting on 11 May 2022 renewed the Board of Directors' authorizations to repurchase shares and distribute quarterly dividends on the basis of the 2021 financial statements. The authorizations are valid until Annual General Meeting in 2023, but no later than 30 June 2023.

The net change in treasury shares during 2022 comprises repurchase of 502,107 own shares, transfer of 9,900 shares to Board of Directors and cancellation of 1,367,953 treasury shares.

The Board of Directors has resolved to maintain the dividend at USD 0.14 per share in Q1 2023. The dividend will be paid in the form of NOK 1.46 per share on 2 March 2023. The share will trade ex-dividend on 16 February 2023.

In Q4 2022, TGS paid a cash dividend of USD 0.14 per share (NOK 1.48 per share).

Largest Shareholders as of 31 December 2022 Country Account type No. of shares Share
1. FOLKETRYGDFONDET Ordinary 11.032.768 8.8%
Norway
2. State Street Bank and Trust Comp United States Nominee 6,507,301 5.2%
3. JPMorgan Chase Bank, N.A., London United Kingdom Nominee 5,431,568 4.3%
4. The Northern Trust Comp. London Br United Kingdom Nominee 5.001.023 4.0%
5. PARETO AKSJE NORGE VERDIPAPIRFOND Norway Ordinary 3,264,495 2.6%
6. The Bank of New York Mellon United States Nominee 2,905,800 2.3%
7. JPMorgan Chase Bank, N.A., London United Kingdom Nominee 2.411.457 1.9%
8. State Street Bank and Trust Comp United States Nominee 2,072,662 1.7%
9. Fairfield MS LLC United States Ordinary 2.055.985 1.6%
10. AAT INVEST AS Norway Ordinary 1,900,000 1.5%
10 largest 42,583,059 34%
Total Shares Outstanding * 124,468,924 100%
Average number of shares outstanding for current quarter *
Average number of shares outstanding during the quarter 123.509.952
Average number of shares fully diluted during the quarter 124.694.967
Share price information
Share price 31 December 2022 (NOK) 132.00
USD/NOK exchange rate end of period 9.86
Market capitalization 31 December 2022 (NOK million) 16,490

Note 4 Segment Information

TGS has previously prepared its internal management reporting based on the principles applied prior to the implementation of IFRS 15, Revenue from Customer Contracts. This prior method recognized Early Sales revenue on a percentage of completion basis, and related amortization of multi-client library based upon the ratio of aggregated capitalized survey costs to forecasted sales. From 1 January 2022, the Group has changed the method for reporting revenues and now applies IFRS 15 as the measurement basis for its monthly management reporting.

TGS reports monthly management information to the executive management based on defined operating business units. Where appropriate, these operating business units are aggregated into reportable segments that form the basis of the monthly management reporting. In 2022, management reassessed its reportable segments and reports now five overall business units: Western Hemisphere (WH), Eastern Hemisphere (EH), Digital Energy Solutions (DES), Data Acquisition and Other Business Units. WH consist of North America, Latin America and Land. In EH, TGS groups Europe, Africa & Middle East, Asia Pacific and Interpretative Products. The business in EH and WH is multi-client related. DES consists of three parts: Well Data Products (WDP), New Energy Solutions (NES) and Data Analytics (D&A). In Q4 2022, TGS acquired Magseis, the global leading provider of ocean bottom seismic (OBS) technology and data acquisition projects and will form a new business unit in TGS named Data Acquisition. The scope of the new Data Acquisition business unit is to continue to be the OBN market leader with safe, efficient, and profitable acquisition of proprietary OBN projects. In addition, the business unit will be responsible for the delivery of OBN and towed streamer multi-client projects to the Eastern and Western Hemispheres. The segments that are aggregated and form "Other Business Units" include Imaging (processing of data), Global Services and G&A. The Group does not allocate all cost items to its reportable business units during the year. Unallocated cost items are reported as G&A. There are no intersegment revenues between the reportable segments.

Western Eastern Digital Energy Other Data
(All amounts in USD 1,000s) Hemisphere Hemisphere Solutions Business units Acquisition Total
Q4 2022
Operating revenues 122,000 29,260 8,920 4,981 53,851 219,013
Straight-line amortization $-23.107$ $-12,315$ $-3,659$ 158 198 $-38,724$
Accelerated amortization / impairment $-9,349$ $-13,637$ ٠ ۰ ۰ $-22,985$
Other operating cost $-3,522$ $-3.852$ $-6.631$ $-31.391$ $-47,282$ $-92,678$
Operating profit 86,022 $-542$ $-1,369$ $-26,252$ 6,767 64,626
Q4 2021 +
Operating revenues 58,037 38,093 7.762 769 $\overline{\phantom{0}}$ 104,661
Straight-line amortization $-25,748$ $-13,001$ $-4,213$ - ٠ $-42,962$
Accelerated amortization / impairment $-72,221$ $-50,052$ $\overline{\phantom{0}}$ $\overline{\phantom{0}}$ $\overline{\phantom{0}}$ $-122.274$
Other operating cost 4,217 $-6,819$ $-5,808$ $-31,804$ ٠ $-40,214$
Operating profit $-35,715$ -31,779 $-2,259$ $-31,035$ 0 $-100,789$

Note 5 Multi-client library

Q4 2022 Q4 2021 YTD 2022 YTD 2021
(All amounts in USD millions) Restated 1 Restated 1
Opening balance net book value 1 575.9 805.4 704.9 965.6
Non-operational investments 21.6 11.0 37.7 16.0
Operational investments 55.9 53.7 223.6 182.2
Amortization and impairment $-61.7$ $-165.2$ $-374.5$ $-458.9$
Closing net book value 591.7 704.9 591.7 704.9
Net MC revenues 159.4 93.0 631.4 494.2
Change in MC revenue 72% $-48%$ 28% 44%
Change in Operational MC investment 4% 56% 23% $-45%$
Amort, in % of net MC revs. 39% 178% 59% 93%
Change in net book value $-16%$ $-27%$ $-16%$ $-27%$

Note 6 Evaluation of estimates and assumptions

Multi-client library

TGS reviews the carrying value of its multi-client libraries and goodwill when there are events and changes in circumstances that indicate that the carrying value of these assets may not be recoverable. TGS has not identified any new impairment triggers warranting an updated impairment test following the detailed process performed in Q4 2021; refer to note 9 to the condensed consolidated financial statements included in the 2021 Annual Report for further details regarding testing performed and principles applied.

Key inputs and assumptions in the impairment model have been revisited as part of the process of evaluating whether any impairment triggers have been identified.

The underlying estimates that form the basis for the sales forecast depend on a number of variables, such as the number of oil and gas exploration and production (E&P) companies operating in the area with potential interest in the data, overall E&P spending, expectations regarding hydrocarbons in the area, oil price, whether licenses will be awarded in the future, expected farm-ins to licenses, relinquishments, etc. The above-mentioned variables are subject to underlying uncertainties.

1) Q4 2021 and YTD 2021 figures are restated. Refer to note 2 and note 9 of the condensed consolidated financial statements for more details.

Management has evaluated the carrying amount of the net assets of the Group in respect of the market capitalization, changes in interest rates and assumptions applied in the WACC, as well as the developments and expected developments in the Brent Oil Price. The developments through Q4 2022 did not reveal any new factors considered to trigger an impairment analysis. Following internal reporting from TGS business units, evidence available does not indicate that the economic performance of multi-client libraries or the related sales forecasts are worse, or significantly changed, from the assumptions utilized in the impairment tests during the preceding quarter. Notwithstanding the above, TGS has charged impairments of USD 9.2 million to select projects, where customer communication has led to a reduction of future sales forecast.

Goodwill

In accordance with IFRS, TGS tests goodwill for impairment annually at year-end, or more frequently if there are indications that goodwill might be impaired. A group of CGUs should be impaired if the carrying amount is higher than the recoverable amount. The recoverable amount is the higher amount of the fair value and the value in use of a CGU. The carrying amount is the carrying amount of all PPE, intangibles, multi-client library, net working capital and goodwill allocated to the CGUs.

Goodwill acquired through business combinations has been allocated to individual cash generating units (CGU), presented in the table below as an aggregation of CGU's grouped by TGS management reporting structure:

(All amounts in USD 1,000s) Western
Hemisphere
Eastern
Hemisphere
Digital Energy
Solutions
Data Acquisition Total
Net book value as of 31 December 2022 169.817 95.117 50.499 56.280 371.712
WACC post-tax 10.81% 10.91% 8.79% 9.26%

Based on the impairment testing performed, no impairments have been recognized during 2022.

In assessing value in use, the estimated future cash flows both from the current multi-client library and expected future investments are discounted to their present value using a post-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. The post-tax rate is calculated based on the local tax rates in the relevant tax jurisdictions and applying an average of the relevant country risks for the groups of CGUs as specified in the table above. TGS bases its impairment calculation on detailed budgets and forecast calculations, which are prepared separately for each of TGS' CGUs to which the individual assets are allocated. These budgets and forecast calculations generally cover a period of five years. For longer periods, a long-term growth rate is calculated and applied to project future cash flows after the fifth year. Currently a long-term growth rate of 0% is applied.

The impairment calculations are most sensitive to the changes in the forecasted sales, which depend on both the expected investments and expected returns of investments. These factors are mainly influenced by future E&P spending and demand for TGS' products. A change in expected sales forecast can significantly impact the impairment review for a CGU. The impact will depend on the current value in use and carrying value of the relevant CGU. In addition, the impairment calculations are sensitive to changes in WACC, as well as expected cost levels and expected development of working capital. The following provides a sensitivity analysis as to these inputs:

  • 20% reduction of expected return of investments would lead to no impairment
  • 30% reduction of expected return of investments would lead to an impairment of USD 36 million
  • 5% reduction in sales in DES and Data Acquisition would lead to no impairment
  • 10% reduction in sales in DES and Data Acquisition would lead to an impairment of USD 34 million
  • 2.5% increase in WACC would lead to no impairment
  • 5% increase in WACC would lead to an impairment of USD 55 million

Management does not see any other reasonable changes in the key assumptions that would cause the value in use to be lower than carrying value.

Note 7 Related parties

No material transactions with related parties took place during the quarter.

Note 8 Contingent liabilities

Tax exposure

TGS operates in a range of tax jurisdictions with complex considerations and legislation concerning both indirect and direct taxation, including Brazil and Argentina. Thus, uncertainties exist related to reported tax liabilities and exposures. Recognized taxes (both direct and indirect) are based on all known and available information and represents our best estimate as of the date of reporting.

The jurisdictions in which TGS operates are also subject to changing tax regulations which may impact assessments, for instance concerning the recoverability of credits. Furthermore, tax authorities may challenge the calculation of both taxes and credits from prior periods. Such processes and proceedings may result in changes to previously reported and calculated tax positions, which in turn may lead to TGS having to recognize operating or financial expenses in the period of change.

Note 9 Restatements

In this condensed consolidated financial statement, Q4 2021 and YTD 2021 figures have been restated. The changes are included in Note 28 in TGS' Annual Report for 2021, which is available at www.tgs.com. The restatements that affected Q4 2021 and YTD 2021 are set forth in the table below.

Q4 2021 Q4 2021
(All amounts in USD 1,000s) Before restatements Restatements After restatements
Revenue 104.661 0 104,661
Straight-line amortization of the multi-client library 42,962 0 42,962
Accelerated amortization of the multi-client library 50,938 0 50,938
Net exchange gains/(losses) $-1,949$ $-1,805$ $-3.754$
Taxes $-17,212$ $-10,705$ $-27,917$
Net Income $-85,894$ 8,900 $-76,994$
EPS USD $-0.74$ 0.08 $-0.66$
EPS USD, fully diluted $-0.74$ 0.08 $-0.66$
YTD Q4 2021 YTD Q4 2021
(All amounts in USD 1,000s) Before restatements Restatements After restatements
Revenue 562,041 $-43,352$ 518,689
Straight-line amortization of the multi-client library 174,276 0 174,276
Accelerated amortization of the multi-client library 213,248 0 213,248
Net exchange gains/(losses) $-7,113$ $-1.805$ $-8,918$
Taxes 14.178 $-23.281$ $-9,103$
Net Income $-54,108$ $-21.877$ $-75,985$
EPS USD $-0.46$ $-0.19$ $-0.65$
EPS USD, fully diluted $-0.46$ $-0.19$ $-0.65$
31-Dec-21 31-Dec-21
(All amounts in USD 1,000s) Before restatements Restatements After restatements
Deferred tax asset 80,235 15,653 95,888
Total non-current assets 1,178,880 15,653 1,194,533
Other equity 1,108,176 3,066 1,111,242
Equity 1,112,262 3,066 1,115,328
Deferred tax liability 32,226 $-167$ 32,059
Total non-current liabilities 67,955 $-167$ 67,787
Taxes payable, withheld payroll tax, social security and VAT 65,187 12,754 77,941
Total current liabilities 433,958 12.754 446.712

Note 10 Interest Bearing Liabilities

The table below discloses the Revolving Credit Facility ("RCF") Magseis had at the time of the acquisition by TGS. Due to the change of control, with TGS being the new majority shareholder, the RCF is due in full by 31 March 2023. TGS expects to have a new long-term corporate RCF in place well in advance of 31 March 2023.

(All amounts in USD 1,000s) 31-Dec-22
Nominal value bank facility 45,000
Nominal value other loans
Subtotal nominal value 45,000
Prepaid fees bank facility $-252$
Total 44,748
Long term
Short term 44,748
Repayment profile at balance sheet date:
2022 ٠
2023 45,000
2024 ۰
Total 45,000

Financial covenants bank facility (RCF)

  • Net interest-bearing debt/Last Twelve Months (LTM) EBITDA < 1.25x. LTM EBITDA calculation is excluding IFRS 16 impacts
  • o If LTM EBITDA is negative and the net interest-bearing debt is negative (i.e., net cash position), alternative cash buffer headroom calculation is applied
  • o If LTM EBITDA is negative and the net interest-bearing debt is positive (i.e., net debt position), the leverage ratio is breached
  • Equity Ratio > 40 percent
  • Equipment loan to value: RCF debt / book value seismic equipment and assets under construction < 50 percent

TGS is in compliance with all financial covenants as of 31 December 2022.

Note 11 Business combinations & significant transactions

On 29 June 2022, TGS announced its intent to launch a recommended voluntary exchange offer, through a combination of TGS common shares and cash, for all outstanding shares of Magseis, which was formally launched on 24 August 2022. Upon expiration of the offer period on 28 September 2022, approximately 75% of the Magseis shareholders had accepted the offer, with settlement completed on 11 October 2022. TGS launched a mandatory cash offer for the remaining shares on Magseis on 10 November 2022. When the mandatory offer period lapsed on 21 December 2022, another 22% of shareholders accepted the offer, taking TGS' ownership up to 97%.

Magseis is the global leading provider of ocean bottom seismic (OBS) technology and data acquisition projects. The company has a flexible business model with full scale node operations, as well as lease and sale models for its node inventory. The Marine Autonomous Seismic System "MASS" nodes and the range of Z-nodes, combined with handling systems and source technology enables market leading deployment speed and highly cost-efficient acquisition of data with high quality.

In accordance with IFRS 3 it is a choice if non-controlling interest should be measured at fair value or share of net assets. In this transaction, noncontrolling interest has been valued to share of net assets.

The fair value of the identifiable assets and liabilities of Magseis as at the date of acquisition were:

Fair value recongized
(All amounts in USD millions) on acquisition
Assets:
Other intangible assets 33.6
Multi-client library 22.0
Plant property and equipment 120.9
Right-of-Use asset 24.6
Accounts receivable 42.6
Cash 31.9
Other current assets 42.6
318.1
Liabilities:
Lease liabilities 26.9
Trade payables 24.4
Short term interest bearing debt 44.5
Other current liabilities 62.3
Current tax payables 4.0
Deferred tax liability 4.0
166.3
Total identifiable net assets at fair value 151.8
Goodwill arising on acquisition 56.3
Minority share to be excluded 37.3
Purchase consideration transferred 170.8

The fair value of the goodwill represents the excess purchase price after all the identifiable assets, liabilities and obligations are recognized. The goodwill arising from the acquisition consists mainly of synergies from combining the operations of TGS and Magseis, assembled workforce, and deferred tax of USD 4.0 million.

In the period from 11 October 2022 to 31 December 2022, the acquired Magseis contributed with net revenues of USD 54.1 million, and profit before tax amounting to USD 0.3 million. This is reflected in the consolidated statement of comprehensive income for TGS. If the acquisition had been completed as of 1 January 2022, management estimates that consolidated net revenue for the 12 months ended 31 December 2022 would have been USD 970 million, and consolidated profit/loss for the same period would have been USD 113 million. These amounts have been determined by applying TGS' principles and assume that the fair value arising on the date of acquisition would have been the same if the acquisition had occurred on 1 January 2022.

Net cash flow on acquisition 170.8
Cash paid 45.(
Share consideration 125.3
Net cash flow on acquisition $-13.7$
Cash paid $-45.6$
Net cash acquired 31.9
Analysis of cash flows on acquisition:

TGS incurred acquisition-related costs of USD 3.0 million, consisting of legal fees and due diligence costs. USD 1.6 million have been included in operating expenses and USD 1.4 million have been recorded in equity.

If new information is obtained within one year of the date of acquisition, relating to facts or circumstances that existed at the date of acquisition that requires adjustments to the above amounts, or relating to additional provisions that existed at the date of acquisition, then the accounting for the acquisition will be revised.

Note 12 Events after Balance Sheet date

As of 31 December 2022, TGS had taken ownership of 97% of Magseis. On 5 January 2023, TGS announced the compulsory acquisition of the remaining shares in cash.

DEFINITIONS – ALTERNATIVE PERFORMANCE MEASURES

TGS' financial information is prepared in accordance with IFRS. In addition, TGS provides alternative performance measures to enhance the understanding of TGS' performance. The alternative performance measures presented by TGS may be determined or calculated differently by other companies.

Early Sales

Early sales are defined as multi-client revenues committed prior to completion and delivery of a survey. Revenue is recognized at the point in time when the licenses are transferred to the customers, which would typically be upon completion of processing of the surveys and granting of access to the finished surveys or delivery of the finished data, independent of services delivered to clients during the project phase.

Late Sales

Late sales are defined as multi-client revenues from sales of completed data. Revenue is recognized at a point in time, generally upon delivery of the final processed data to the customers.

Proprietary Sales

Proprietary sales are defined as revenues related to services that TGS performs on behalf of customers. Revenues are recognized over time, normally on a percentage of completion basis.

Percentage-of-completion (PoC) Revenues & PoC Early Sales Revenues

PoC Revenues are measured by applying the percentage-of-completion method to Early sales, added to Late sales and Proprietary sales. PoC Early Sales Revenue are measured by applying the percentage-of-completion method to Early sales only. This is based on the principles applied prior to the implementation of IFRS 15, Revenue from Customer Contracts, on 1 January 2018.

PoC Early Sales Rate (%)

PoC Early sales rate (%) means PoC Early Sales Revenue as a percentage of organic multi-client investments in new projects, an important measure for TGS as it provides indication of the prefunding levels for projects in progress.

Western Eastern Digital Energy Data Other Business
(All amounts in USD 1,000s) Hemisphere Hemisphere Solutions Acquisition Units Total
Q4 2022
Operating revenues 122,000 29,260 8,920 53,851 4,981 219,013
PoC Revenue Early Sales 23,559 6,728 416 - - 30,703
Performance obligations met during the quarter $-17,598$ $-4,817$ $-416$ ۰ ۰ $-22,831$
PoC Revenue 127,961 31,171 8,920 53,851 4,981 226,885
Q4 2021 +
Operating revenues 58,037 38,093 7.762 - 769 104,661
PoC Revenue Early Sales 31,670 23,060 323 $\overline{\phantom{a}}$ 55,053
Performance obligations met during the quarter $-17,589$ $-22.637$ $-929$ ٠ 945 $-40,210$
PoC Revenue 72,119 38,516 7,155 ۰ 1,713 119,503

EBIT (Operating Profit)

Earnings before interest and tax is an important measure for TGS as it provides an indication of the profitability of the operating activities. The EBIT margin presented is defined as EBIT (Operating Profit) divided by revenues.

EBITDA

EBITDA means earnings before interest, taxes, depreciation, and amortization. TGS uses EBITDA because it is useful when evaluating operating profitability as it excludes amortization, depreciation and impairments related to investments that occurred in the past. Also, the measure is useful when comparing the Group's performance to other companies.

1) Q4 2021 and YTD 2021 figures have been restated. Refer to note 2 and note 9 of the condensed consolidated financial statements for more details.

(All amounts in USD 1,000s) Q4 2022 Q4 20211 YTD 2022 YTD 2021
Net income 42,057 $-76.994$ 86,669 $-75.985$
Taxes 26,027 $-27.917$ 40,898 $-9.103$
Net financial items $-3.459$ 4.122 3.169 12.756
Depreciation, amortization and impairment 17,193 4.752 33,561 19.255
Amortization and impairment of multi-client library 61,710 165.236 374,560 458,861
EBITDA 143,529 69,199 538,857 405,784

Straight-line Amortization

Straight-line amortization is defined as amortization of the value of completed data on a straight-line basis over the remaining useful life.

Accelerated Amortization

Following the adoption of the straight-line amortization policy for completed surveys, recognition of accelerated amortization of a library may be necessary in the event that sales on a survey are realized disproportionately sooner within that survey's useful life.

Return on average capital employed

Return on average capital employed (ROACE) shows the profitability compared to the capital that is employed by TGS, and it is calculated as operating profit (12 months trailing) divided by the average of the opening and closing capital employed for a period of time.

Capital employed is calculated as equity plus net interest-bearing debt. Net interest-bearing debt is defined as interest bearing debt minus cash and cash equivalents. TGS uses the ROACE measure as it provides useful information about the performance under evaluation.

(All amounts in USD 1,000s) 31-Dec-22 $31 - Dec - 21$ 1
Equity 1,242,565 1,115,328
Interest bearing debt 44,748
Cash 188,452 215,329
Net interest bearing debt $-143.704$ $-215,329$
Capital employed 1,098,861 899,999
Average capital employed 999,430 987,720
Operating profit (12 months trailing) 130,736 $-72.331$
ROACE 13% -7%

Free cash flow (after MC investments)

Free cash flow (after MC investments) when used by TGS means cash flow from operational activities minus cash investments in multi-client projects. TGS uses this measure as it represents the cash that the Group is able to generate after investing the cash required to maintain or expand the multiclient library.

(All amounts in USD 1.000s) Q4 2022 Q4 2021' YTD 2022 YTD 2021
Cash flow from operational activities 119.532 120.289 343.450 328.344
Organic investments in multi-client library -77.860 $-62.183$ $-200.889$ -154.830
Free cash flow (after organic MC investments) 41,672 58,106 142.561 173,514

Contract Inflow

Contract inflow is defined as the aggregate value of new customer contracts entered into in a given period.

Contract Backlog

Contract backlog is defined as the aggregate unrecognized value of all customer contracts as of a given date.

1) Q4 2021 and YTD 2021 figures have been restated. Refer to note 2 and note 9 of the condensed consolidated financial statements for more details.

Responsibility Statement

We confirm to the best of our knowledge that the condensed interim financial statements for the period 1 January to 31 December 2022 has been prepared in accordance with IAS 34 – Interim Financial Reporting as adopted by EU, and additional requirements found in the Norwegian Securities Trading Act, Norwegian Accounting Act, and gives a true and fair view of the Group's consolidated assets, liabilities, financial position and result for the period. We also confirm to the best of our knowledge that the financial review gives a true and fair view of important events that have occurred during the period 1 January to 31 December 2022, and their impact on the interim financial statements, any major related parties transactions, and a description of the principal risks and uncertainties.

Oslo, 8 February 2022

The Board of Directors of TGS ASA

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