TGS ASA — Remuneration Information 2018

Apr 5, 2018

TGS 2017 Declaration on Executive Remuneration

From the Compensation Committee

TGS' Total Compensation Philosophy is closely aligned with our employees' passion for business, team-work and our results-driven culture. While base salaries are targeted at a relatively low level versus peers, our remuneration is heavily weighted in variable, performance-linked pay, which reflects the "results-driven" approach of our employees. All employees, at all levels in the organization participate in the same Short Term Incentive plan which is directly linked to the Company's operating profit. This alignment of reward fits well with the "team-work" culture of the Company. Ultimately our total rewards package is designed to attract and retain talented people who have a passion for business and consistently and continually demonstrate the highest levels of performance.

Despite another difficult year for the seismic industry, TGS delivered increased revenues and operating profit in 2017. Once again, the Company demonstrated its industry-leading ability to generate cash flow and returns. This improved performance resulted in increased pay-out from the Short Term Incentive plan which is directly linked to operating profit, thereby raising Executive team total cash compensation to an average of just below the 50th percentile. While this is below historical levels, it is moving in the right direction. The three-year measurement period for the 2015 Long Term Incentive plan was completed on 31 December 2017 with none of the performance thresholds being achieved. However, performance on the 2016 and 2017 Long Term Incentive plans is currently tracking more favorably.

The Board proposes to keep the structure of the 2018 Long Term Incentive plan unchanged from the prior year. However, following the improved return on average capital employed performance in 2017, the threshold, target and stretch target metrics will be increased. In addition, the Board is proposing to implement a broad-based Employee Stock Purchase Plan to facilitate greater TGS share ownership for all employees.

As in previous years, the Board Compensation Committee consulted with some of the Company's largest Shareholders and received valuable feedback and advice regarding the proposed compensation plan for 2018.

Mark Leonard, Director and Chair of the Compensation Committee 22 March, 2018

Pursuant to the Norwegian Public Limited Liability Companies Act, section 6-16 a (2), the board will present the following declaration regarding remuneration of TGS' Executive team to the 2018 annual general meeting.

1. Executive Remuneration Policy Statement

1.1. Total Compensation Philosophy

TGS' Total Compensation Philosophy, as approved by the Board, is to provide a robust and competitive total rewards package that attracts and retains talented people and provides the greatest rewards for its employees who consistently and continually demonstrate the highest levels of performance.

TGS uses a blend of components: base salary, incentive compensation (shortterm and long-term awards) and non-financial benefits. TGS base salaries are targeted below the median of the compensation peer group. TGS' total actual cash compensation, defined as base salary and Short Term Incentives (an annual performance cash bonus directly linked to TGS' operating profit), is intended to exceed the market average in years where the company performs above market (target above 50th and up to 75th percentile of the market). It is also heavily weighted in variable pay so that employees share in the same risk and rewards as its shareholders. The Board of Directors believes that the issuance of Long Term Incentives is a valuable tool to aid in the retention of key employees and serves to reinforce the importance of maintaining a longer-term focus towards shareholder value creation.

The following table summarizes the main elements of TGS' Executive Remuneration in 2017:

Performance Criteria	Award Level	Objective	Remuneration Element (2017)
Base salary is subject to annual review with performance assessed based on fulfilment of pre-defined goals (see 2.2 below)	Around 25th percentile of our peer group	Base salary in combination with STI and LTI should attract and retain Executives	Base Salary
Target STI is set based on individual level of responsibility, individual contribution and performance (see 2.2 below). Actual payout is a direct function of the Company's operating profit	Target Total Cash Compensation (Base Salary + STI) above 50th and up to 75th percentile of the market in years where the Company performs above market	Drive and reward individuals for annual achievement of business objectives and maintain a strong link between compensation and Company's financial performance	Short Term Incentive (STI)
Participation in the LTI plan and the size of the award is reflective of the level and impact of the position. Performance criteria for payout based on ROACE target, Relative ROACE, and HSE performance	Target award at x2 base salary for CEO and x1to x1.5 average of base salary for CFO and other Executives	Strengthen the alignment of top management and Shareholder interests and retention of key employees	Long Term Incentive (LTI)
N/A	U.S: 6% 401k matching (cap at \$18k); Norway: 5.6%/15% below/above 7G (12G cap); UK: 7%	Industry competitive pension and insurance plans	Benefits

1.2. Total Compensation Philosophy - Executive Remuneration

TGS is an international company operating in the global geoscience industry. Its operations are conducted world-wide and the Company's employment base is and needs to be largely international. The Company's CEO and a large part of the Executive team are based in the U.S. The total compensation package for the CEO and other Executives therefore must be competitive within the Norwegian labor market, the U.S. labor market and internationally. Both the level of total compensation and the structure of the compensation package (in particular the variable pay component) for our CEO and other Executives must attract and retain talented international leaders.

Executive Compensation Policy:

• Internationally competitive compensation package & structure
• Attract and retain talented leaders
• Reward consistent and continual high-level of performance
• Heavily weighted towards performance-based, variable pay to align with Shareholders
• Incorporate share-based rewards & ownership requirements to align with Shareholders
• Balance reward of short-term performance with longer term value creation

The compensation program for Executives consists of industry competitive benefit programs, base salaries, short-term incentives and long-term incentives. Since 2015, the Long Term Incentives have been implemented through an annual Performance Share Unit ("PSU") plan. The various compensation elements are

balanced in a way that recognizes the individual Executive's responsibilities and his or her ability to influence the short and long-term profitable growth of the Company. Compensation is reviewed annually with performance assessed based on fulfilment of pre-defined goals (see 2.2 below). Base salaries are consciously set low for Executives (around 25th percentile of our peer group) while the short-term incentive can be comparatively high.

1.3. Governance

TThe Board of Directors has established a Compensation Committee with responsibility for reviewing Executive remuneration and making recommendations to the Board. The Compensation Committee is composed of independent directors: Mark Leonard (Chair), Wenche Agerup, Torstein Sanness and Elisabeth Grieg (appointed in 2017).

The CEO is responsible for proposing the compensation packages (excluding his own) for all Executives for Compensation Committee review and Board approval. The CEO's proposal will be based on performance assessed against pre-defined goals.

The Compensation Committee is responsible for recommending the CEO's compensation package to the Board for final review and approval. This includes the CEO's target bonus, which is specifically set by the Board.

The Board believes executive compensation should be reasonable and fair according to prevailing industry standards in the geographical markets where TGS operates, and should be understandable relative to scale, complexity and performance. The Board strives to ensure that executive compensation is administered consistently according to the TGS Total Compensation Philosophy.

The Compensation Committee retains an independent third-party compensation

benchmarking firm to assess and recommend changes to TGS' executive compensation practices relative to its peer group. The peer group is composed of several competitors and international oil and gas services companies (18 companies in total, seven of which are U.S. and five Norwegian). The peer group is determined by considering a combination of relative factors including annual revenue, profit, market capitalization, return on equity (ROE) and return on average capital employed (ROACE). This independent executive compensation analysis is conducted annually.

The following table shows the peer group for executive remuneration in 2017. Gulfmark Offshore, Songa Offshore and TESCO were removed from the peer group used in 2016 due to either bankruptcy or industry consolidation. ION Geophysical, James Fisher & Sons and Kvaerner were added to the peer group in 2017 based on analysis of the aforementioned benchmarking criteria.

Aker Solutions	Fred Olsen Energy	Kvaerner
CARBO Ceramics	Fugro N.V.	Oil States International
CGG Veritas	Helix Energy Solutions	Pason Systems
Core Laboratories	Hunting PLC	Petroleum Geo-Services
Dril-Quip	ION Geophysical	Prosafe
Forum Energy Technologies	James Fisher & Sons	Shawcor

1.4. Review of Results of 2017 AGM Remuneration Proposals

The TGS Total Compensation philosophy and the specific structure and metrics of the Long Term Incentive plan are reviewed annually with the Company's largest shareholders (representing approximately 45% of issued share capital). At the 2017 annual general meeting, the Company's shareholders were requested to conduct a non-binding advisory vote to approve the remuneration principles for Executives and a binding vote to approve the 2017 Long Term Incentive stock plan funded by freestanding warrants. Both motions were approved with 99.3% and 99.01% respectively of votes cast in favor.

1.5. Evolution of Long Term Incentive Plan and Executive Share Ownership Guidelines

The Company historically issued stock options, or on occasions Share Appreciation Rights, as long-term incentives, but decided to replace the stock options program in 2014 with a system that is both more performance-based and more tightly aligned with long term shareholder interests.

For past stock option programs, the Compensation Committee recommended to the Board of Directors the number of stock options to be issued to Executives. The number of stock options granted was directly linked to Company and individual performance. As a general policy, stock options were issued at market price when granted, vested over a four-year period starting on the third anniversary of the grant and expired five years after the stock option pool was approved by shareholders at the AGM. Under Norwegian law and the respective resolutions from the AGM, five years

is the maximum lifetime of a warrant to secure a stock option. As of 31 December 2017, there were 232,300 stock options outstanding under the 2013 Plan. All options will have expired on or before 4 June 2018.

In 2014, the Company moved to a cash-based Long Term Incentive plan with cash bonus being linked to performance against defined metrics, measured over a threeyear period. Since 2015, Long Term Incentives have been implemented through an annual equity based PSU plan, with performance measured over a three-year period, and the Board expects this to continue in the foreseeable future.

In 2014, the Board implemented share ownership guidelines for Executives. These guidelines are designed to encourage long-term share ownership and to ensure that Executives hold stock. The CEO is required to hold three times base salary in TGS stock, the CFO is required to hold two times base salary and all other members of the Executive team are required to hold one times their base salaries in TGS stock. Executives have until 12 August 2019 or, if later, five years from the date the Executive is first subject to the guidelines, to meet the ownership requirement. If an Executive does not meet the Executive Share Ownership Guidelines, the Executive must retain all shares awarded from any Long Term Incentive plan until the requirement is satisfied.

In the Long Term Incentive plans adopted in 2014 to 2017, the Long Term Incentive awards vested or became exercisable in full immediately upon a Change of Control, as defined in the respective plan. Following shareholder feedback, the Change of Control provision will be removed from the 2018 Long Term Incentive plan and subsequent plans. As such, in the event of a change of control, the 2018 Long Term Incentive plan awards will not become automatically vested.

If an Executive's employment is terminated for any reason prior to the vesting date, the Executive forfeits any Long Term Incentive, unless the Board provides otherwise.

2. Executive Remuneration in 2018

2.1. Remuneration overview 2018

TGS Executive base salaries are targeted at around the 25th percentile versus peers. Third party compensation benchmarking indicates that on average the TGS Executive team is paid slightly below the market 25th percentile.

TGS Executive remuneration is heavily weighted in variable, performance-linked pay. The Short Term Incentive plan (see 2.3 below) is intended to bring total cash compensation above the market average in years where the Company performs above market (target above 50th and up to 75th percentile of the market). Due to the challenging market conditions the target Short Term Incentive currently falls some way short of this aspiration such that the target total cash compensation for TGS Executives in 2018 is approximately 10% below the market 50th percentile (based on third party compensation benchmarking).

The TGS Long Term Incentive PSU plan for Executives (see 2.4 below) is intended to strengthen the alignment of Executive and Shareholder interests, and aid retention in a competitive marketplace. Third party compensation benchmarking indicates that the target award level is between the market 50th and 75th percentile. This has increased from 2017 due to stronger stock price and NOK to USD exchange rate. The proposed number of stock awards remains flat with 2017.

The following charts highlight the distribution of the various 2018 compensation components for the CEO, CFO and a Senior Vice President (SVP). The Short Term Incentive is shown at target level and the 2018 Long term Incentive is valued based on performance at target level and a share price of NOK 190 with a NOK:USD exchange rate of 0.125. For illustrative purposes one SVP was selected.

Executive Pay Overview 2014 – 2018

The table below compares the target Total Compensation for CEO, CFO and a Senior Vice President (SVP) from 2014 to 2018. The purpose of the table is to allow a simple comparison of the total targeted compensation that is established for Executives each year, removing variances caused by the timing of actual payments from the Short and Long Term Incentive plans. The Short Term Incentive numbers shown are based on what can be earned (accrued) for the full plan year. This will differ from actual bonus payments made in the year (see section 3.3) as bonus payments are made approximately two months after the end of the relevant quarter (i.e. a proportion of the Short Term Incentive will be paid in the following year). The Long Term Incentive targets shown in each year reflect the three-year plan that is implemented in that year with payout occurring three years later. For example the Long Term Incentive Target shown for 2015 is scheduled to payout during 2018 (although in this case the actual payout will zero due to performance being below threshold for all metrics). The Long Term Incentive Target shown for 2018 will not payout until 2021, subject to achievement of the performance metrics.

		Year Base Salary as of January CY 1) (USD)	Annual Target STI (USD) 2)	Actual Plan Year STI (USD) 2)	Annual LTI (Target) 3)	LTI Pay-out after 3-years (USD)	Total Compensation (Target)
CEO	2014	489,000	1,250,000	1,129,170	367,200	N/A	2,106,200
	2015	506,000	961,302	263,751	574,231	N/A	2,041,533
	2016	506,000	400,000	441,800 4)	588,475	TBD	1,494,475
	2017	500,000	450,000	959,130	877,636	TBD	1,827,636
	2018	550,000	785,250	TBD	969,000	TBD	2,304,250
CFO	2014	365,444	418,423	377,977	245,276	1,433	1,029,143
	2015	301,880	550,020	136,330	287,115	0	1,139,015
	2016	354,819	125,751	138,892 4)	276,929	TBD	757,500
	2017	348,701	134,796	287,304	413,005	TBD	896,502
	2018	383,850	248,978	TBD	456,000	TBD	1,088,827
SVP	2014	224,994	395,278	357,068	200,225	1,702	820,497
	2015	235,000	306,551	84,108	172,269	0	713,820
	2016	235,000	110,000	121,495 4)	225,005	TBD	570,005
	2017	250,000	113,000	240,848	335,567	TBD	698,567
	2018	254,375	169,500	TBD	370,500	TBD	794,375

Notes:

1) Base Salary as of 1st January of each year for Executive in place on that date; CEO resigned in March 2016

2)Full plan year payment not 100% paid in year earned.

3) Based on achievement of metrics at mid-level targets. Exchange rates and stock price calculated at date of AGMs except for 2018 where stock price of NOK 190 and exchange rate of 0.125 has been applied.

4) Unallocated 2016 Short Term Incentives were used to fund a special Executive team share-matching bonus in Q1 2017, whereby TGS provided cash to match one-for-one share purchases up to 25% of each Executive's 2016 Short Term Incentive target. The Company has no plans to continue this special bonus in the future.

2.2. Performance Criteria for Base Salary and Short Term Incentive Awards

Individual salary increases and setting of target Short Term Incentive awards for Executives and employees alike are based on review of performance against individual goals. All individual goals roll-up to TGS corporate goals. TGS establishes its corporate goals at the start of each year and shares these across the organization. In 2018 the corporate goals are Financial Performance (measured through ROACE), Customer Engagement (targeting defined customer prefunding targets for new investments and growth in sales from the data library) and Employee Engagement (measured through annual employee engagement survey). Each of the corporate goals is broken into a number of sub-goals under which Executives will have specific individual goals that are also flowed down into their respective organizations, such that every employee will have relevant goals that contribute to the overall corporate goals.

Corporate Goal	Target	Sub-Goals	Example Executive Goals
Financial Performance	ROACE higher than 10%	Revenue Operating Cost Capital Efficiency Cash	Sales targets Operating cost savings Contract negotiation Project ROI Product delivery Cash management
Customer Engagement	45-50% Prefunding of new investments Grow late sales versus 2017	Customer Interaction Customer Outreach Customer Service Customer E-Interaction	# Client meetings Client events Marketing activities Quality & delivery Customer feedback Online experience
Employee Engagement	Improve Employee Engagement Capital versus 2017 (>61% as measured by third party, CEB)	Culture Values Career / Development Work Environment & Management	Team interaction Community activities HSE Shareholder relations Succession planning Training & development Up/down communication

The CEO's goals for 2018 are aligned to the corporate goals with specific emphasis on ROACE, cash flow, revenue, cost, employee engagement and senior level client engagement.

2.3. Short Term Incentives 2018

TGS targets total cash compensation (a combination of base salary and Short Term Incentive) above the 50th and up to 75th percentile of the market in years where TGS performs above market. With base salaries for Executives consciously set low (around 25th percentile of our peer group), the total cash compensation is therefore designed to be heavily weighted towards variable Short Term Incentive compensation.

TGS operates a Short Term Incentive plan that is directly linked to TGS' operating profit. This plan has been successfully used by TGS for over 20 years to focus all employees on generating operating profit. The 2018 plan will be funded by allocating 12.75% of TGS operating profit (reduced from 13.25% in 2017) to be shared among all full-time employees (approximately 2.3% designated for Executives and the remaining 10.45% designated for all other employees). The percentage of operating profit designated should be determined by the amount of operating profit in the budget and the amount of bonus needed to compensate employees in line with the TGS Compensation Philosophy and peer group comparison.

Short Term Incentive target awards remain lower than pre-2016 due to the challenging market conditions, resulting in target Total Cash Compensation for Executives in 2018 that are on average approximately 10% below the market 50th percentile based on third party benchmark data (versus the aspiration of 50th to 75th percentile).

Individual Short Term Incentive bonus targets are set at the beginning of each plan year. The targets are based on individual level of responsibility in the organization, individual contribution, performance versus previous year goals (see 2.2 above) and benchmark data. In 2018 the CEO bonus target is set at 143% of base salary. The other Executives have bonus targets between 34% and 90% of base salary.

The actual bonus amounts paid over a plan year are directly proportional to the actual operating profit of TGS. This ensures that there is direct linkage to Company performance. The bonus is paid quarterly following announcement of quarterly financial results. If the Board anticipates that the upcoming quarter(s) will result in a negative operating profit, the plan includes a withholding provision that may be instituted at the Board's discretion. The actual payout is limited to a multiple of two and a half (2.5) times target bonus. This cap has been reduced from twice base salary in 2016 and three times target bonus in 2017. When the market improves and target bonuses return towards historical levels it is expected that the cap will return to twice the target bonus (as was the case prior to 2016). Since 2000 the average payout has been 103% of target with the lowest payout being 27% and the highest payout being 213% of target.

For Executives, TGS reserves the right to demand the repayment of any cash performance bonus that has been paid on the basis of facts that were self-evidently incorrect, or as the result of misleading information supplied by the individual in question.

2.4. Long Term Incentives 2018

A limited amount of share-based awards are usually issued each year upon authorization from shareholders at the Annual General Meeting (AGM).

In 2018 the Executive team members (currently 10 staff) will be eligible to participate in the 2018 Long Term Incentive PSU plan. It is proposed that each Executive will be granted PSUs based on his or her individual performance (see 2.2 above), span of responsibility and ability to execute the TGS business plan. Three years from the date of grant, which is anticipated to be August 2021 for the proposed 2018 plan, the PSUs will be converted to a number of TGS shares depending on how certain metrics are achieved.

A threshold, target and stretch (cap) is set for each metric, and no shares will be earned in each category if final values are below the performance threshold. A cash bonus in an amount equivalent to dividends paid on TGS common shares will accrue on PSUs that are ultimately awarded.

In 2018, the Board proposes maintaining the same plan structure as 2017. The plan will therefore comprise an absolute ROACE metric, a relative ROACE metric and a mix of leading and lagging HSE metrics. The absolute ROACE threshold, target and stretch target metrics will be increased from last year such that an average ROACE of more than 10% will be required for any payout to occur. Target ROACE will be set at 17% and stretch will be set at 24%. In 2017 TGS ROACE was 10%.

For 2018, TGS proposes that the CEO be granted up to 68,000 PSUs, the CFO be granted up to 32,000 PSUs and the remaining eight Executives granted an average of 25,000 PSUs each (300,000 maximum combined grant to Executive team, the same level as 2017). In the maximum case, this would create less than 0.3% dilution of the outstanding shares (excluding treasury shares). At a stock price of 190 NOK and currency exchange rate of 0.125 USD/NOK, the plan is worth \$4.3 million at the target level and \$7.1 million if all stretch targets are achieved.

TGS is also proposing a 144,200 Restricted Stock Units (RSUs) plan for other key employees (around 60 staff or 10% of the workforce). Executives will not quality for RSUs. Key employees in the RSU plan must achieve satisfactory performance against their goals over the three-year plan period to earn the RSU's. The individual performance goals will be based on the performance criteria described in section 2.2 above with a focus on goals that support the corporate targets for ROACE, customer engagement and employee engagement.

TGS will request the issuance of 444,200 shares to fund both the PSU and RSU Long Term Incentive Plans. In the maximum case, this would create less than 0.44% dilution.

The following table describes the specific metrics with target payout set at 60% of the PSU grant and stretch target set at 100% of the PSU grant.

2018 PSU Plan	Performance	Percentage Payout
Metric 1: Relative ROACE	Below 50th percentile	0%	Below Threshold
TGS ROACE relative to seismic peer group (11 companies: TGS, CGG, PGS, Schlumberger, ION,	50th to 75th percentile but not top 3	20%	Target
Spectrum, Polarcus,	3rd	30%
Rieber (Shearwater), Seabird, EMGS, Seitel)	2nd 1st	35% 40%	Stretch (Max)
Metric 2: Absolute ROACE	10%	0%	Below Threshold
EBIT/Avg capital employed	17%	20%	Target
(2018+2019+2020) / 3	24%	40%	Stretch (Max)
Metric 3: HSE	Zero Lost Time Injuries	6.66%	Target
2 Leading, 1 Lagging	Safety Inspections	6.66%	Target
	Crew Safety Visits	6.66%	Target

With respect to Absolute ROACE, where actual performance falls between the threshold and target or between the target and stretch then the actual payout will be based on a linear calculation.

The Board believes that the proposed target metrics are sufficiently challenging and should align with Shareholder expectations. Historical performance is provided in the following table.

Metric	2018 Threshold	2018 Target	2018 Stretch	2017	2016	2015
Relative ROACE	50th percentile	50th to 75th	1st	1st	1st	3rd
Absolute ROACE	10%	17%	24%	10%	5%	-2%
Lost Time Injuries	Zero	Zero	Zero	Zero	1 - Fail	Zero

2.5. Employee Share Purchase Plan

In 2018, TGS proposes to implement an Employee Share Purchase Plan (ESPP). The intent is to encourage broader share ownership among TGS employees to further increase alignment with Shareholders. Under the proposed ESPP, employees would save money (voluntary deduction from net, after-tax payroll) over a period of not less than six months (the Offer Period). Upon completion of the Offer Period, employees would have the option to use the savings to purchase TGS stock at a maximum 15% discount to market price. A minimum stock holding period may be applied to qualify for the discount. The maximum number of shares per six month Offer Period would be restricted to 100 per employee. Shares would be purchased from the market. Executives would be permitted to participate in the ESPP. The cost for TGS to administer this plan and fund the discount is expected to be approximately \$200,000 per annum based on industry average rates of employee participation.

2.6. Pension and Insurance Plans

The TGS Executive team are part of the TGS general pension plan (401K in U.S.) as administered in accordance with local custom and policy in Norway, U.S. and U.K. The pension plan is assessed annually based on a review of market and peers in each geography and no special or additional pension contributions are given to Executives. In 2018 TGS will make the following maximum pension contributions (as a percentage of cash compensation) to Executives depending on location:

• 6% 401k matching (cap at \$18k) in U.S.
• 5.6% / 15% below/above 7G (12G cap) pension in Norway.
• 7% contribution in U.K.

The TGS Executive team and their dependents are also provided with the option to participate in health and death insurance benefits as generally available to employees of TGS and in accordance with local custom and policy. In addition, Executives are offered an annual medical / health assessment.

2.6. Severance Pay Arrangements

The maximum amount payable to the CEO in case of termination of employment without cause or for good reason is one times the amount of his highest annual

base salary in effect during the three years that immediately precede the date of termination spread over an ensuing one-year period conditional upon his continued compliance with restrictive covenants.

The maximum amount payable to the CFO in case of termination for any reason other than redundancy, gross misconduct or statutory retirement is one times the amount of his highest annual base salary in effect during the three years that immediately precede the date of termination spread over an ensuing one-year period conditional upon his continued compliance with restrictive covenants.

The amount payable in the case of termination associated with a "change of control" event is one times the highest gross annual compensation received during the three years immediately preceding the "change of control" event, paid as a lump sum.

No other members of the Executive team have employment agreements providing termination benefits.

3. 2017 Remuneration Results and Assessment

3.1. Compliance with 2017 Statement and Authorizations

In accordance with section 6-16a of the Norwegian Public Limited Companies Act, during 2017 the Board prepared a statement with respect to the principles for remuneration of Executives of the Company which was noted and approved at the annual general meeting. In addition, the Board presented the 2017 Long Term Incentive plan to the annual general meeting which was also approved.

The Board of Directors believes that the compensation awarded to Executives in 2017 fully complies with the statements, proposals and approvals from the 2017 annual general meeting.

2017 Actual	Status	Approved at 2017 AGM
Third party benchmark data from October 2017 indicated that actual base salaries are slightly below the 25th percentile	Compliant	Executive base salaries are consciously set low (around 25th percentile of our peer group)
Actual payout was below 13.1% of operating profit (due to employee turnover)	Compliant	13.25% of operating profit allocated to Short Term Incentive bonus pool
Long Term Incentive plan implemented as proposed to AGM	Compliant	Long Term Incentive plan with Relative ROACE, Absolute ROACE and HSE metrics
437,000 warrants issued relating to 2017 Long Term Incentive (296,000 PSUs and 141,000 RSUs)	Compliant	Issue maximum of 444,200 warrants to fund Long Term Incentive Plan
Compliant Executives have until 12 August 2019 or later to meet Guidelines		Stock Ownership Guidelines

3.2. Performance in 2017

In its assessment of the CEO and Executive performance in 2017, and consequently annual base salary, and Short Term Incentive, the Board put emphasis on financial goals (including specific targets for cash flow, revenue, operating profit and ROACE), strategic goals (including positioning the company for current market conditions and counter-cyclical investment), employee engagement, customer engagement and cost control. Performance against these goals was either at or ahead of target.

Executive Management 2017

Executive Management	Salary	Bonuses	Other Benefits	Payments from long-term incentive plans	Total Remunerations
Kristian Johansen (CEO from 11 March 2016)	528	972	68	26	1,594
Sven B Larsen	366	272	18	-	656
John A. Adamick	242	257	25	70	594
Knut Agersborg	177	109	20	66	372
Katja Akentieva	298	203	22	14	537
Zhiming Li	342	288	22	41	693
Tana Pool	305	172	22	2	502
Will Ashby	243	100	16	60	419
Fredrik Amundsen	208	220	15	-	443
Tanya Herwanger (Executive from January 2017)	178	71	16	-	265

Executive Management 2016

Executive Management	Salary	Bonuses	Other Benefits 1)	Payments from long-term incentive plans	Total Remunerations
Kristian Johansen (CEO from 11 March 2016)	477	93	66	-	635
Sven B Larsen	328	25	18	-	372
John A. Adamick	247	25	6	30	310
Knut Agersborg	174	10	19	-	203
Katja Akentieva	288	20	18	-	326
Zhiming Li	336	28	24	30	418
Tana Pool	291	16	29	-	336
Will Ashby (Executive from April 2016)	218	20	14	-	252
Fredrik Amundsen (Executive from April 2016)	177	36	16	-	228
Stein Ove Isaksen (Executive until April 2016)	247	-	18	-	265
Robert Hobbs (CEO until 11 March 2016)	174	-	636	53	863
Genie Erneta (Resigned in June 2016)	134	-	192	15	341

1) Termination benefits are included in "Other Benefits" for Robert Hobbs and Genie Erneta.

Long Term Incentives

Executive Management	No. of Shares Held 31/12/2017	No. of Options Held 31/12/2017	No. of Options Granted in 2017	No. of Options Exercised in 2017	PSUs awarded in 2017	Total balance of free-standing warrants related to PSUs/RSUs	WAEP1 (in NOK)
Kristian Johansen (CEO)	20,000	12,000	-	39,500	68,000	156,000	176.96
Sven B Larsen (CFO)	3,600	-	-	-	32,000	84,000	-
John Adamick (SVP Data & Analytics)	38,500	-	-	42,000	26,000	64,000	176.96
Knut Agersborg (VP Global Services)	4,700	-	-	42,000	23,000	58,000	176.96
Will Ashby (VP HR & Communication)	1,414	-	-	6,500	23,000	47,800	174.40
Katja Akentieva (SVP Onshore & GPS)	2,500	-	-	10,100	26,000	64,000	181.90
Zhiming Li (SVP Data Processing and Research & Development)	108,494	20,000	-	22,000	26,000	64,000	113.80
Tana Pool (VP General Counsel & Corporate Secretary)	1,575	-	-	-	23,000	58,000	-
Fredrik Amundsen (SVP Europe & Asia Pacific)	2,250	10,100	-	-	26,000	54,500	-
Tanya Herwanger (VP Africa & Middle East)	-	-	-	-	23,000	32,800	-

1) WAEP: Weighted average exercise prices on options exercised

The 2014 Long Term Incentive plan had minimal payout of 0.834%, arising from market share performance just above the threshold. No payout will occur under the 2015 Long Term Incentive plan due to performance being below threshold on all metrics. Performance against the 2016 and 2017 plans is tracking better, although the HSE metric in the 2016 plan was impacted by an office lost time injury occurring in the first year of the measurement period.

2014 Plan

Results	2014 Stretch	2014 Target	2014 Threshold	Metric
22.069% - just above threshold	35%	30%	22%	Market Share
EPS Decline - Fail	30%	20%	5%	EPS Growth
1 - Fail	Zero	Zero	Zero	Lost Time Injuries

2016 Plan

Status at 31 Dec 2017	2016 Stretch	2016 Target	2016 Threshold	Metric
TBD (based on 2018 market share)	28%	26%	24%	Market Share
7.68% (average 2016 & 2017)	12%	8%	4%	Absolute ROACE
1 - Fail	Zero	Zero	Zero	Lost Time Injuries

2015 Plan

Metric	2015 Threshold	2015 Target	2015 Stretch	Results
Market Share	26%	29%	32%	20% - Fail
Absolute ROACE	25%	30%	35%	4.5% - Fail
Lost Time Injuries	Zero	Zero	Zero	1 - Fail

2017 Plan

Metric	2017 Threshold	2017 Target	2017 Stretch	Status at 31 Dec 2017
Relative ROACE	50th percentile	50th to 75th percentile	1st	1st
Absolute ROACE	5%	10%	15%	10%
HSE inc. Lost Time Injuries	Zero	Zero	Zero	On track

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