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TGS ASA

Investor Presentation Aug 29, 2024

3774_rns_2024-08-29_e9e07ea7-8aef-45a2-9056-d4f688b63365.pdf

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2 9 A U G U S T 2 0 2 4

Capital Markets Day

Integrated Offering Across the Energy Data Value Chain

Forward-Looking Statements

All statements in this presentation 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.

Presentation Team

CHRISTOPHER FINLAYSON

JOHANSEN

SVEN BØRRE LARSEN

KRISTIN OMRENG

EVP, People & Culture

CAREL HOOIJKAAS

EVP, New Energy Solutions

Chair

3

CEO

CFO

Time Topic Presenter
14:00 Introduction Christopher Finlayson
14:10 State of the market and TGS' position Kristian Johansen
14:35 Strategic priorities Kristian Johansen / Carel Hooijkaas / Kristin Omreng
15:10 Integration process Kristin Omreng
15:20 Financial strategy Sven Børre Larsen
15:40 Summary Kristian Johansen
15:45 Q&A

State of the market and TGS' position

Strategic priorities
Integration process
Financial strategy
Summary
Q&A

Macro Outlook: More E&P Spending Needed

Source: Carnegie 1. Average of BP, Chevron, ConocoPhillips, Equinor, Exxon, ENI, Repsol, Shell, TotalEnergies,

Source: EIA, Exxon, OPEC, TGS

6

Energy Macro Trends

Oil and Gas Industry

  • Increase recovery rate, near field exploration and reduced cycle time
  • Significant M&A activity
  • Gradual increase in exploration spending

Seismic Industry

  • Most activity in mature basins
  • Continued multi-client investment opportunities
  • Consolidated seismic vessel supply market

New Energy Industry

  • Energy evolution drives new data needs
  • Providing secure, affordable and sustainable energy
  • Significant growth opportunities

Adapting to the Market Trends

Building Strength Through the Value Chain

COMPANY . As of 3D STREAMER OBN MC IMAGING NES
2020
2021
2022 2022
2022 2022
2023
2024
2024
2024
onwards

The New TGS With Offerings Across the Value Chain

Providing the insights and solutions needed for today and anticipating the challenges of tomorrow

PAMA 3D – Leveraging the Integrated Model

  • PAMA 3D an excellent example of value of the integrated model
  • Phase 1 covers 19 343 sq.km of a total permitted area of ~55 000 sq.km
    • One of the world's largest multi-client programs
  • TGS manages project from A to Z
  • Value kept in-house

MULTI-CLIENT 3D ACQUISITION IMAGING DATA MANAGEMENT SALES

State of the market and TGS' position

Strategic priorities

Integration process

Financial strategy

Summary

Q&A

Strategic Priorities

Diversification, HSE and Sustainability, Balance Sheet Strength

STRATEGIC PRIORITIES

Value

The Industry's Largest Multi-Client Library

  • TGS owns the world's by far largest and most modern multi-client library
    • Combined NBV of USD 1.1 bn
  • Strong financial performance over time
    • Average Sales/Investment of ~2x
  • Currently EV/MC library of 1.8x
    • Well below historical averages

- 1. Current EV adjusted for purchase price of Magseis Fairfield and PPA value of PGS 3D vessels

The Industry's Most Capable Seismic 3D Vessel Fleet

  • Well consolidated supply side
  • No newbuilding activity
  • Attractive entry point
    • 7 high spec 3D vessels acquired at average price of less than USD 100 million as per PPA
    • Age-adjusted newbuilding cost Ramform Titan-class vessel USD ~200m
    • Replacement cost similar spec 3D vessel USD ~200m

Implied vessel values

The Industry's Leading OBN Player

Revenue TGS OBN business

  • Favorable market dynamics
    • Play on infrastructure-led exploration (ILX) and production seismic (4D)
    • Growing demand
  • Attractive entry point
    • TGS acquired Magseis Fairfield at an EV of USD 238 million in 2023
    • 2023 EBITDA of USD 132 million EV/EBITDA of 1.8x
    • 2023 EBIT of 55 million EV/EBIT of 4.3x

Fast-Growing New Energy Exposure

Pro-forma revenue TGS NES

  • Since 2020, TGS has established itself as a leading provider of data, insights and asset management solutions for wind, solar and CCS
  • TGS NES pro-forma revenues increased from USD 7 million in 2021 to ~USD 70 million expected in 2024
  • Favorable development in EBITDA margin
    • 15% in 2023
    • 20%+ expected for 2024

Building Relationships and Partnerships in Priority Basins

U.S. GULF OF MEXICO

  • Strong technology intensity
  • High number of active clients
  • Strong TGS data position

BRAZIL

  • Need for next gen data and 4D in mature areas
  • Attractive frontier basins opening up
  • Strong TGS data position

NORWAY

SOUTHEAST ASIA

  • Governments committed to build better self-sufficiency of energy
  • Both mature and emerging basins
  • Strong TGS data position

WEST AFRICA

  • Prospectivity highlighted by recent discoveries
  • Mostly areas with frontier qualities but increasing potential for OBN
  • Strong TGS data position

STRATEGIC PRIORITIES Resilience

New Standards for HSE and Sustainability

HSE

kg CO2

per Common Mid Point

(CMP)

  • Builds on the leading HSE performance of PGS and MagseisFairfield
  • Focus on potential consequences of incidents
  • Collaboration with clients and suppliers
  • Proactive HSE initiatives for continuous improvements

Sustainability

  • Energy creates prosperity and lifts people out of poverty
  • Enable our clients to produce lower carbon barrels
  • Efficient exploration, 4D, reduced cycle time
  • Provide our clients 'a license to operate' through at scale CCS solutions

Reducing emissions on Ramforms, per seismic data unit acquired

56

2011 2023

90

Highly Scalable and Cost-effective Fleet

  • Young Ramform fleet around 10 years¹
  • High-capacity 3D Ramform streamer vessels
  • Towing on average 16 streamers1 per Ramform

  • ~40% of total fleet capacity is owned (7 Ramforms)

  • Flexible fleet with access to third-party towed streamer seismic vessels at attractive terms
  • Chartered OBN vessels managed through shortand long-term agreements

New Energy Macro Outlook

A Growth Opportunity for TGS

Primary energy by energy type

Renewable energy more than doubles by 2050 in current trajectory

Increases more than threefold in Net Zero

TGS Integrated New Energy Value Proposition

On-demand Market Intelligence OBN Acquisition UHR3D Acquisition

Wind and Metocean

Multi-Client and Well Data Auxiliary Measurements Imaging and Answer Products

Data Gateway to Asset Management

New Energy Solutions – A Growth Opportunity for TGS

25

Carbon Storage

Solar

  • Move from data intelligence database to a Knowledge Platform
  • Offer technology, competency, and Knowledge Platform answer products to be the trusted partner

    • Expand wind and metocean offering
    • Capitalize on wide tow and auxiliary measurement capabilities to leverage efficiency
    • Offer monitoring solution to generate long-term repeat business
    • Fit for purpose business models and partnerships matching diverse client base
  • Scale up globally on Data Gateway offering

  • Scale up globally on Asset Management for solar parks

STRATEGIC PRIORITIES Knowledge

Embracing and Accelerating Technology

Lead technology development from acquisition to imaging to reservoir characterization Extract incremental value from data through application of AI technologies

Digital Maturity

  • Digitally savvy and competent workforce
  • Joint geoscience and digital knowledge
  • Best-in-class tech driven by end-user value

• On-prem and cloud capabilities Hybrid Cloud

  • Seamless end-to-end geoscience and digital flows
  • Tier 1 Imaging technologies

AI Technologies

  • Fostering people and technology interactions
  • Accelerating data and value creation
  • Enabling insights and knowledge

Optimized Data Flow

State of the market and TGS' position

Strategic priorities

Integration process

Financial strategy

Summary

Q&A

Merger Cost and Synergy Run-Rate on Track

SYNERGY EST. 2024–2025, USDM (RUN-RATE)

Refinancing Other opex Vessel utilization Personnel cost Upside from low-end

  • Synergy target upgraded to USD 110–130 million
    • Up from original target USD 90–110 million guidance
  • Estimate of P&L integration cost¹:
    • USD 10–15 million in Q3 2024 (redundancy / tech)
    • ~USD 5 million in Q4 2024 (co-location / marketing)
    • ~USD 5 million in 2025 (redundancy / data management)
  • Additional synergies from deferred tax assets, not included in the USD 110–130 million target

¹ Excludes approximately USD 10–12 million of vacated office leases, portion of 2024 and 2025 IT / ERP integration cost will be capitalized.

State of the market and TGS' position

Strategic priorities

Integration process

Financial strategy

Summary

Q&A

Clear Capital Allocation Priorities

  • Multi-client investments: Managed to yield sales-toinvestment in line with historical levels
  • Streamer fleet: Maintaining current capacity
  • OBN: Growing in line with market
    • Margins more important than volumes
  • Maintain solid balance sheet
    • Aim at net interest-bearing debt of USD 250-350 million
      • Combined net debt of USD 416 million on 30 June 2024 (ex. lease debt)
    • Maintain strong liquidity throughout the cycles
  • Ambition of growing distribution to shareholders
    • Pay a stable dividend on a quarterly basis
      • Annual dividend level decided in the beginning of the year based on long-term cash flow outlook
    • Additional distribution through buybacks and/or dividends to manage net debt within indicated range

¹ Aker Solutions, Baker Hughes, BW Offshore, DOF, Haliburton, Seadrill, Shearwater, SLB, Subsea 7, Technip, Valaris, Viridien. Proforma numbers for TGS. Source: Bloomberg, company data

Illustration of Cash Flow Potential

¹ Simplified illustration of cash flow before movements in net WC and certain other balance sheet items, tax, net debt repayments, dividends and buybacks.

Reporting Structure and Value Drivers

Shared
(MUSD) MC Contract NES Imaging services Elim. Group
Multi-client
sales
x,xxx x,xxx x,xxx x,xxx x,xxx x,xxx
Proprietary/contract
sales
x,xxx x,xxx x,xxx x,xxx x,xxx x,xxx
Total
sales
x,xxx x,xxx x,xxx x,xxx x,xxx x,xxx
Cost
of
sales
x,xxx x,xxx x,xxx x,xxx x,xxx x,xxx x,xxx
Other
opex
x,xxx x,xxx x,xxx x,xxx x,xxx x,xxx x,xxx
EBITDA x,xxx x,xxx x,xxx x,xxx x,xxx x,xxx x,xxx
Depreciation x,xxx
Amortization x,xxx
EBIT x,xxx
Multi-client
investments
x,xxx
Capital
expenditures
x,xxx
  • Focus on produced (POC) financials in segment reporting
  • Business unit numbers presented on gross basis, i.e. including internal revenues
    • Two revenue categories: Multi-client and contract sales
  • Shared services reported as cost center
    • Includes technology and G&A expenses
  • Depreciation, amortization and investments presented on Group level
  • IFRS P&L, balance sheet and cash flow statements
  • Key Performance Indicators to be reported:
    • Contract backlog
    • Streamer fleet utilization
    • Number of OBN crews in operation

Billion Dollar Backlog

  • Backlog of TGS after completion of PGS merger is approximately one billion dollars¹
  • Strong order inflow so far in Q3 2024
    • Particularly related to OBN contracts and new multi-client projects

1Backlog for TGS and PGS combined as of end Q2 2024 plus new awards, i.e. includes revenues earned since 30 June 2024, with multi-client projects measured in accordance with Percentage of Completion. Commitments between the respective companies have been eliminated.

Financial Communication

  • Stock exchange releases:
    • All multi-client programs above USD 5 million
    • Contract awards of USD 5 million or more
    • Strategically important contracts and all new energy solutions related projects
    • Pre-announcement of activity level (vessel / OBN utilization and MC investments) on the sixth trading day after quarter close
  • Media releases:
    • Most projects and news to be published as a press release and published on www.tgs.com

Updated Guidance

Parameter TGS stand-alone PGS stand-alone Eliminations New TGS
2024 Multi-client investment USD 300 –
350 million
~USD 185 million ~USD 40 million USD 450 –
500 million
-
Whereof USD 189 million
incurred in H1 2024
2024 Synergies1 ~USD 60 million
-
Whereof opex ~USD 55 million
Total synergies2 USD 110 –
130 million
-
Whereof opex
USD 70-75 million

Multi-client investment guidance unchanged from TGS-PGS legacy guidance

1 Annual run-rate achieved by year-end 2024. 2 Annual run rate achieved by year-end 2025.

State of the market and TGS' position Strategic priorities Integration process Financial strategy Summary Q&A

Clear Strategic Priorities for the New TGS

VALUE

  • Enhance leading position in key basins
  • Capitalize on integrated structure to build strategic relationships with clients and governments
  • Become Clients' preferred Imaging partner recognized for quality and collaboration in MC and contract

RESILIENCE

  • Continue diversification through establishing a leading position in the new energy data area
  • Set new standards for HSE and sustainability for the energy data industry
  • Maintain strong balance sheet, cost efficiency and scalability

KNOWLEDGE

  • Lead technology development from acquisition to Imaging to reservoir characterization
  • Extract incremental value from data through application of AI technologies
  • Being the employer of choice in the energy data industry

TGS – A Compelling Energy Investment Case

Unique Play on Increasing Exploration Activity

  • Early in the cycle
  • Seismic required for oil and gas exploration
  • RRRs at all time low
  • Preferred Partner Through Entire Value Chain
  • Exploration phase
  • Well data and monitoring including OBN and CCS
  • Significant exposure to life-of-field phase
  • Rapidly Growing Exposure Towards Energy Evolution
  • Offshore wind
  • CCS
  • Solar energy

Attractive and Industry-Leading Assets

• MC data library sales/invest ratio 2x

• Newest seismic fleet in the industry with highest avg. streamer capacity

Strong Balance Sheet and Cash Generation Capacity

  • Attractive capital allocation
  • Balance sheet allows for opportunistic investments

Summary

TGS has executed an ambitious consolidation plan to address changes in marketplace

  • Opportunistic timing driven by strong balance sheet
  • Leading position in all segments
  • Strong track-record of integration

Clear near-term priorities of realizing synergies, reducing debt and becoming the preferred partner of the energy industry

Ambitious growth targets for New Energy business and well positioned to capitalize on growth in exploration spending

World-class leadership team with best combination of talent from acquired companies

Appendix

Pro-Forma Income Statement – Produced (POC)

(All amounts in USD 1,000s) Q1
2022
Q2
2022
Q3
2022
Q4
2022
2022 Q1
2023
Q2
2023
Q3
2023
Q4
2023
2023
Multi-client
revenues
174,479 256,895 203,263 287,022 921,658 198,186 217,982 271,416 230,497 918,081
Contract 75,601 77,220 123,239 175,674 451,735 191,436 193,997 183,443 182,720 751,596
Revenues 250,080 334,115 326,502 462,696 1,373,393 389,622 411,979 454,859 413,218 1,669,677
Cost
of
sales
45,071 39,399 65,384 83,484 233,337 112,182 93,566 90,462 74,663 370,873
Amortization
and
impairment
of
the
multi-client
library
103,298 105,939 132,779 133,421 475,436 132,728 132,446 155,415 107,287 527,876
Personnel
costs
61,575 55,716 56,485 62,409 236,185 75,134 73,560 73,515 78,252 300,461
Other
operating
expenses
20,187 13,117 15,568 19,050 67,922 26,392 17,515 22,781 17,368 84,056
Depreciation,
amortization
and
impairment
34,907 25,386 28,413 44,466 133,173 39,812 40,969 30,545 58,411 169,738
Total
operating
expenses
265,037 239,557 298,629 342,830 1,146,053 386,248 358,055 372,719 335,982 1,453,003
EBIT (14,957) 94,558 27,873 119,866 227,340 3,374 53,924 82,140 77,235 216,674
EBITDA 123,247 225,883 189,065 297,753 835,949 129,354 78,522 73,274 30,052 914,287

Accounts based on Produced revenues, calculated in accordance with percentage of completion of multi-client projects. Unaudited financial information, based on TGS legacy accounting principles

Pro-Forma Balance Sheet – IFRS

(All amounts in USD 1,000s) 30/06/2024 31/12/2023
Intangible
Multi-client
library
assets:
1,106,150 1,066,684
Other
intangible
assets
159,062 147,920
Deferred
tax
assets
84,916 84,195
Buildings,
machinery
and
equipment
863,359 829,670
Right-of-use-asset 157,080 132,538
Other
non-current
assets
93,840 111,924
Total
non-current
assets
2,849,057 2,757,579
Accounts
receivable
175,321 248,615
Accrued
revenues
235,091 124,639
Other
receivables
98,960 127,200
Inventory 68,620 43,665
Cash
and
cash
equivalents
220,921 379,441
Total
current
assets
798,912 923,561
Total
assets
3,647,969 3,681,140
(All amounts in USD 1,000s) 30/06/2024 31/12/2023
Share
capital
5,933 5,939
Treasury
shares
(409) (416)
Share
premium
1,417,145 1,417,144
Other
paid-in
equity
1,104,148 1,109,148
Other
equity
(804,567) (729,007)
Equity
attributable
owners of
the
Parent
to
1,722,249 1,802,808
Non-controlling
interests
468 468
Total
equity
1,722,717 1,803,276
Long-term
interest
bearing
debt
541,600 623,400
Other
liabilities
non-current
42,997 44,910
Non-current
lease
liabilities
71,777 86,331
Deferred
liability
tax
16,144 16,526
Total
non-current
liabilities
672,518 771,167
Short-term
interest
bearing
debt
126,000 131,100
Accounts
payable
and
debt
to
partners
114,909 146,052
Taxes
payable
24,110 29,264
Social
Security
Withheld
payroll
tax,
and
VAT
59,239 72,913
Current
lease
liabilities
113,641 79,677
Deferred
revenue
579,150 409,164
Accrued
expenses and
other
liabilities
current
235,685 238,528
Total
liabilities
current
1,252,734 1,106,698
Total
liabilities
1,925,252 1,877,864
Total
equity
and
liabilities
3,647,969 3,681,140

Accounts based on Produced revenues, calculated in accordance with percentage of completion of multi-client projects. Unaudited financial information, based on TGS legacy accounting principles

Overview of Interest-Bearing Debt

interest-bearing
(MUSD)
Pro-forma
debt
30/06/24
Facility1
Revolving
Credit
58
2
20262
loan
due
Term
70
3
credit
financing
due
2025
Export
,
26
0
credit
financing
due
Export
2027
,
83
6
due
Senior
2027
notes
,
450
0
Total
loans
and
bonds
, gross
688
1
Cash
and
cash
equivalents
(220
9)
cash3
Restricted
(51
0)
Net
interest-bearing
debt
416
2

1Total availability of USD 250 million under the Revolving Credit Facility ('RCF'). USD 100 million falls due in 2025 and USD 150 million is due in 2026 2Repaid on Change of Control in July 2024 by drawing down on the RCF 3 Includes USD 32.6 million held in debt service reserve and retention accounts related to the ECF loans for Ramform Titan, Ramform Atlas, Ramform Tethys and Ramform Hyperion.

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