TGS ASA — Proxy Solicitation & Information Statement 2010

May 3, 2010

TGS

PIN CODE:

REF. NR:

ORDINARY GENERAL MEETING in
TGS–NOPEC GEOPHYSICAL COMPANY ASA
will be held 3 June 2010 at 17 hours at
Hotel Continental, Stortingsgaten 24/26, Oslo

If the shareholder is a company, please give the name
of the individual who will be representing the company:
Name of person representing the company.
(To grant proxy, use the proxy form below.)

ATTENDANCE FORM

Must be received by DnB NOR Bank ASA on 31 May, 2010 at 15 hrs CET at the latest.
Postal address: DnB NOR Bank ASA, Verdipapirservice, N-0021 Oslo, Norway, alternatively on telefax
+47 22 48 11 71. Registration may also be made via the Company's homepage http://www.tgsnopec.com.

The undersigned will attend at TGS-NOPEC Geophysical Company ASA's Ordinary General Meeting
2010 on 3 June 2010 and vote for

A total of

own shares.

other shares in accordance with enclosed Power of Attorney

shares.

Place/Date 2010 Shareholder's signature
(Sign only by own attendance. To grant proxy, use the form below

POWER OF ATTORNEY

REF. NO:

If you cannot personally attend the Ordinary General Meeting, you may appoint a proxy to use this power
of attorney, or you can return a blank power of attorney. In the latter case, the company will appoint the
Chairman of the Board or one of the members of the Board of Directors as your proxy before the Ordinary
General Meeting takes place. The power of attorney may instruct the proxy on how to vote on each
specific matter. See page 2.

In case the content of the power of attorney is ambiguous, the proxy will base his/her understanding on a
reasonable understanding of the wording of the power of attorney. Where no such reasonable
understanding can be found, the proxy may in his/her discretion refrain from voting.

This power of attorney must be received by DnB NOR Bank ASA on 31 May 2010 at 15 hrs CET at the
latest. Postal address: DnB NOR Bank ASA, Verdipapirservice, N-0021 Oslo, Norway, alternatively on
telefax +47 22 48 11 71. Web-based registration may also be registered on the Company's homepage on
http://www.tgsnopec.com or through "Investortjenester", a service provided by most Norwegian
registrars.

The undersigned

hereby appoints
☐ Chairman of the Board

or

(Name in capital letters)

as my proxy with the authority to attend and vote at TGS-NOPEC Geophysical Company ASA's Ordinary
General Meeting 2010 on 3 June 2010 for my/our shares

Place/Date 2010 Shareholder's signature (sign only when granting proxy)

With regard to rights of attendance and voting we refer you to The Norwegian Public Limited Companies
Act, in particular Chapter 5. A written power of attorney dated and signed by the beneficial owner giving
such proxy must be presented at the meeting.

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PROXY – GENERAL MEETING 3 JUNE 2010 IN TGS-NOPEC GEOPHYSICAL COMPANY ASA

REF NO: [•]

If you are not able to attend the General Meeting 3 June 2010, you may be represented by way of proxy, in which case this proxy form may be used.

The undersigned shareholder in TGS- NOPEC Geophysical Company ASA:

hereby grants (check-off):

☐ The Chairman of the Board of Directors, or the person he appoints
☐ Name of proxy (please use capital letters)

proxy to meet and vote for my/your shares at the General Meeting of TGS-NOPEC Geophysical Company ASA 3 June 2010. If the proxy form is submitted without stating the name of the proxy, the proxy will be deemed to have been given to the Chairman of the Board of Directors or the person he authorises.

The votes shall be cast in accordance with the instructions below. Please note that if the alternatives below are not ticked off, this will be deemed to be an instruction to vote “in favour” of the proposals in the notice, provided, however, that the proxy determines the voting to the extent proposals are put forward in addition to, or instead of, the proposals in the notice.

Items:	In favour	Against	Abstain
1. Election of a chairman for the meeting and a person to sign the minutes together with the chairman
2. Approval of the notice and the agenda for the General Meeting
3. Approval of the annual accounts and annual report 2009 and the board's proposal on dividend
4. Approval of auditor's fee
5. Election of:
• Hank Hamilton as chairman of the board of directors
• Dr. Colette Lewiner as director
• Elisabeth Harstad as director
• Mark Leonard as director
• Bengt Lie Hansen as director
6. Approval of directors' fee
7. Approval of compensation to the members of the nomination committee
8. Renewal of authority to acquire the Company's own shares
9. Approval of resolution to reduce the capital by cancellation of treasury shares
10. Advisory vote on the guidelines on compensation to the executive managers
11. Approval of stock-option plan 2010 and resolution on issuance of free-standing warrants
12. Renewal of authority to increase the share capital
13. Proposal to amend to the articles section 7
14. Proposal to delete the articles section 8

Date

Place

Shareholder's signature*

*Only for granting proxy

If the shareholder is a company, please attach the shareholders certificate of registration to the proxy.