PGS ASA: Notice of Extraordinary General Meeting - Private Placement and Subsequent Offering

02 Nov 2022 10:43 CET

Oslo, 2 November 2022

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN, HONG KONG, SOUTH AFRICA OR THE
UNITED STATES, OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER
OF ANY OF THE SECURITIES DESCRIBED HEREIN.

Reference is made to the stock exchange announcements by PGS ASA ("PGS" or the
"Company") on 1 November 2022 regarding a successfully placed private placement
(the "Private Placement") of new shares in the Company, and a potential
subsequent offering (the "Subsequent Offering").

PGS hereby calls for an extraordinary general meeting ("EGM") in the Company to
be held on 23 November 2022 at 10:00 hrs (CET), where the approval of the
Private Placement and the Subsequent Offering is on the agenda.

The calling notice for the EGM, including the board of director's proposed
resolutions and proxy forms are attached to this announcement and can also be
downloaded from the Company's website  www.pgs.com
(https://www.globenewswire.com/Tracker?data=P3SgirikGtAHFu20rmyfMrIqMiQ08M8UTQyU
PSabWYfJ7KD6YDy0tr3N7qyckwoaoAEdbRqyeF5XSEpOOo0mTN4xW0IeYt4uCPSONDfgT5mYP2wymzH9
cVgtc5iZlWUcFlCcLjvETBhvt7O1t6P1VQ==).

The meeting will be conducted as a virtual meeting only, accessible online via
Lumi AGM. All shareholders will be able to participate in the meeting, vote and
ask questions from smartphones, tablets or desktop devices. For further
information regarding the virtual participation, please see guidelines made
available on the Company's website www.pgs.com (http://www.pgs.com).

No pre-registration is needed for attending online, but attendees must be logged
in before the meeting starts. Deadline for registration of advance votes and
proxies is 22 November 2022 at 12:00 hrs (CET).

About the Meeting

Date: 23 November 2022

Time: 10:00 hrs (CET)

Location: Virtually on the Lumi AGM solution

Contacts:

Bård Stenberg, VP IR & Corporate Communication

Mobile:  +47 99 24 52 35

***

PGS 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
(http://www.pgs.com).

***
IMPORTANT NOTICE

This announcement is not and does not form a part of any offer to sell, or a
solicitation of an offer to purchase, any securities of PGS. The distribution of
this announcement and other information may be restricted by law in certain
jurisdictions. Copies of this announcement are not being made and may not be
distributed or sent into any jurisdiction in which such distribution would be
unlawful or would require registration or other measures. Persons into whose
possession this announcement or such other information should come are required
to inform themselves about and to observe any such restrictions.

The securities referred to in this announcement have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the "Securities
Act"), and accordingly may not be offered or sold in the United States absent
registration or an applicable exemption from the registration requirements of
the Securities Act and in accordance with applicable U.S. state securities laws.
The Company does not intend to register any part of the offering or their
securities in the United States or to conduct a public offering of securities in
the United States. Any sale in the United States of the securities mentioned in
this announcement will be made solely to "qualified institutional buyers" as
defined in Rule 144A under the Securities Act and "major U.S. institutional
investors" as defined in SEC Rule 15a-6 under the United States Exchange Act of
1934.

In any EEA Member State, this communication is only addressed to and is only
directed at qualified investors in that Member State within the meaning of the
Prospectus Regulation, i.e., only to investors who can receive the offer without
an  approved prospectus  in such  EEA Member  State. The expression "Prospectus
Regulation" means Regulation 2017/1129, as amended, together with any applicable
implementing measures in any Member State.

This communication is only being distributed to and is only directed at persons
in the United  Kingdom that are (i) investment professionals falling within
Article 19(5) of the Financial Services  and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Order") or (ii) high net worth entities,
and other persons to whom this announcement may lawfully be communicated,
falling within Article 49(2)(a) to (d) of the Order (all such persons together
being referred to as "relevant persons"). This communication must not be acted
on or relied on by persons who are not relevant persons. Any investment or
investment activity to which this communication relates is available only for
relevant persons and will be engaged in only with relevant persons. Persons
distributing this communication must satisfy themselves that it is lawful to do
so.

Matters discussed in this announcement may constitute forward-looking
statements. Forward-looking statements are statements that are not historical
facts and may be identified by words such as "believe", "expect", "anticipate",
"strategy", "intends", "estimate", "will", "may", "continue",  "should" and
similar expressions. The forward-looking statements in this release are based
upon various assumptions, many of which are based, in turn, upon further
assumptions. Although the Company believe that these assumptions were reasonable
when made, these  assumptions are inherently  subject to significant known and
unknown risks, uncertainties, contingencies and other important factors which
are difficult or impossible to predict and are beyond its control.

Actual events may differ significantly from any anticipated development due to a
number of  factors, including without limitation, changes in public sector
investment levels, changes in the  general economic, political and market
conditions in the markets in which the Company operate, the Company's ability to
attract, retain and motivate qualified personnel, changes in the Company's
ability to engage in commercially acceptable acquisitions and strategic
investments, and changes  in laws and regulation and the potential impact of
legal proceedings and actions. Such risks, uncertainties, contingencies and
other important factors could cause actual events to differ materially from the
expectations expressed or implied in this release by such forward-looking
statements. The Company does not provide any guarantees that the assumptions
underlying the forward-looking statements in this announcement are free from
errors nor does it accept any responsibility for the future accuracy of the
opinions expressed in this announcement or any obligation to update or revise
the statements in this announcement to reflect subsequent events. You should not
place undue reliance on the forward-looking statements in this document.

The information, opinions and forward-looking statements contained in this
announcement speak only as at its date, and are subject to change without
notice. The Company does not undertake any obligation to review, update,
confirm, or to release publicly any revisions to any forward-looking statements
to reflect events that occur or circumstances that arise in relation to the
content of this announcement.

Neither the Managers nor any of their respective affiliates makes any
representation as to the accuracy or completeness of this announcement and none
of them accepts any responsibility for the contents of this announcement or any
matters referred to herein.

This announcement is for information purposes only and is not to be relied upon
in substitution for the exercise of independent judgment. It is not intended as
investment advice and under no circumstances is it to be used or considered as
an offer to sell, or a solicitation of an offer to buy any securities or a
recommendation to buy or sell any securities in the Company. Neither the
Managers nor any of their respective affiliates accepts any liability arising
from the use of this announcement.

This information is subject to the disclosure requirements pursuant to the EU
Market Abuse Regulation (MAR) article 17 and Section 5-12 the Norwegian
Securities Trading Act.

More information:
Access the news on Oslo Bors NewsWeb site

574521_3068 PGS EGM Calling Notice_web.pdf