TGS Shareholders Approve the Merger Plan with PGS

OSLO, Norway (1 December 2023) - 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 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 in TGS was held today at 16:00 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 and the corresponding share capital increase in the Company.

As separately announced by PGS earlier today, the merger has also been approved by the extraordinary general meeting in PGS. As a consequence, the decision to approve the merger will now 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.

Kristian Johansen, CEO at TGS, commented: “Today marks a pivotal moment for TGS and PGS as we receive approval from our shareholders for the merger plan. This support reflects the shared vision of our stakeholders in establishing the combined entity as a leading diversified energy data and intelligence company with an enhanced industry offering.  We strongly believe this merger will bring substantial value to our respective stakeholders, from shareholders and customers to the combined organization’s employees. As we move forward, we remain dedicated to navigating through the regulatory processes and meeting all closing conditions to ensure the successful completion of this transformative merger. Together, we are poised to deliver unparalleled energy data solutions to our global partners.”

Minutes of the EGM are attached hereto and made available on the Company's investor website (https://www.tgs.com/investor-center).

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.tgs.com (http://www.tgs.com) and www.pgs.com (http://www.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.

For more information, contact:

Sven Børre Larsen
Chief Financial Officer
investor@tgs.com

Attachment

• TGS - Minutes of EGM

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