PGS Shareholders Approve the Merger Plan with TGS

1 December 2023, Oslo, Norway - Reference is made to the joint stock exchange announcement on 18 September 2023 by PGS ASA ("PGS" or the "Company," OSE: PGS) and TGS ASA ("TGS," OSE: TGS) regarding the combination of the two companies (the "Merger") to establish the premier energy data company, as well as subsequent announcements on 25 and 30 October 2023 regarding, respectively, the execution of the definitive merger agreement and notices for extraordinary general meetings for approval.

An extraordinary general meeting ("EGM”) in PGS was held today at 10:00 hours (Oslo time) as a virtual meeting. All proposals on the agenda were approved with requisite majorities, including the merger plan dated 25 October 2023.

TGS will hold an EGM later today at 16:00 hours (Oslo time) to vote over the merger plan dated 25 October 2023 and associated share capital increase. If also approved by TGS’s EGM, the decision to approve the merger will be filed with the Norwegian Register of Business Enterprises. Completion of the merger remains conditional upon customary closing conditions such as relevant regulatory approvals and consents, compliance with applicable covenants and expiry of statutory waiting periods, as further described in the merger plan.

Rune Olav Pedersen, CEO at PGS, commented: "We are very pleased that our shareholders have approved the merger plan and agree to the business rationale of merging PGS and TGS to establish the premier energy data company. The combined company will be uniquely positioned to unlock substantial value for our shareholders, customers and employees.”

Minutes of the EGM are attached hereto and made available on www.newsweb.no and on the Company's website www.pgs.com.

For further information on the merger and the complete terms and conditions for the merger, please see the announcements of 18 September 2023 and 25 October 2023, as well as the merger plan available on www.pgs.com and www.tgs.com.  

This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.

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PGS ASA and its subsidiaries ("PGS” or "the Company”) is a fully integrated marine geophysical company that provides a broad range of seismic and reservoir services, including data acquisition, imaging, interpretation, and field evaluation. Our services are provided to the oil and gas industry, as well as to the broader and emerging new energy industries, including carbon storage and offshore wind. The Company operates on a worldwide basis with headquarters in Oslo, Norway and the PGS share is listed on the Oslo stock exchange (OSE: PGS). For more information on PGS visit www.pgs.com.

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The information included herein contains certain forward-looking statements that address activities, events or developments that the Company expects, projects, believes or anticipates will or may occur in the future. These statements are based on various assumptions made by the Company, which are beyond its control and are subject to certain additional risks and uncertainties. The Company is subject to a large number of risk factors including but not limited to the demand for seismic services, the demand for data from our multi-client data library, the attractiveness of our technology, unpredictable changes in governmental regulations affecting our markets and extreme weather conditions. For a further description of other relevant risk factors we refer to our Annual Report for 2022. As a result of these and other risk factors, actual events and our actual results may differ materially from those indicated in or implied by such forward-looking statements. The reservation is also made that inaccuracies or mistakes may occur in the information given above about current status of the Company or its business. Any reliance on the information above is at the risk of the reader, and PGS disclaims any and all liability in this respect.

Attachment

• Minutes EGM 1 Dec 2023