TGS ASA

M&A Activity • Jun 20, 2024

TGS and PGS - Key Dates for Completion of Merger

TGS and PGS - Key Dates for Completion of Merger

OSLO, Norway (20 June 2024) - 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 the

announcements on 25 October 2023 and 1 December 2023 regarding, respectively,

the execution of the definitive merger agreement and approval by the

extraordinary general meetings.

Reference is also made to subsequent announcements related to the regulatory

approval process, latest on 11 June 2024, where it was reported that all

conditions for completion of the Merger have been satisfied.

On this basis, it is currently expected that completion of the Merger will occur

on 1 July 2024. Key dates and information for the completion of the Merger will

then be as follows:

Last day of trading in PGS shares on |1 July 2024

OSE (and last day of trading inclusive |

of right to merger consideration) |

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Effective date for completion of the |1 July 2024 (after close of trade)

Merger |

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First day of trading in the combined |2 July 2024

company on OSE |

----------------------------------------+--------------------------------------

Record date for delivery of |3 July 2024

consideration shares to former PGS |

shareholders |

----------------------------------------+--------------------------------------

Record date for payment of cash |3 July 2024

consideration to former PGS |

shareholders |

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Delivery of consideration shares to |4 July 2024

former PGS shareholders |

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Payment of cash consideration to former|9 July 2024

PGS shareholders (paid as return on |

paid in capital) |

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ISIN (TGS, unchanged) |NO 0003078800

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Transferor company |PGS ASA

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Transferee company |TGS Newco AS, with consideration

|shares issued by TGS ASA

----------------------------------------+--------------------------------------

Merger consideration |PGS shareholders will for each PGS

|share held per the record date

|receive:

|

|- 0.06829 shares in TGS, and

|

|- NOK 0.20419 in cash (to paid as

|return of paid-up capital without

|withholding of tax).

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Date of approvals |1 December 2023 (extraordinary general

|meetings)

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

the Merger, please see the merger plan for the Merger available on www.tgs.com

and www.pgs.com.

For more information, contact:

TGS:

Sven Børre Larsen

Chief Financial Officer

Email: investor@tgs.com

PGS:

Gottfred Langseth

Chief Financial Officer

Email: ir@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.