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PGS SHARE

The PGS Share

The PGS share is trading at the Oslo Stock Exchange and is one of the most traded stocks in that market.The share price developed negatively during 2008 both relatively and compared to indices.

PGS shareholders Citizenship as of December 31, 2008

Share Facts PGS has 180,000,000 shares issued and outstanding, all of which are of the same class and with equal voting and dividend rights. Each share has a par value of NOK 3.

traded stocks at Oslo Stock Exchange. On average 2.5 million shares were traded each day during 2008 and the PGS stock is one of the most traded stocks in the Norwegian market.

47% Norway 19% USA 15% United Kingdom 19% Other countries

PGS' ordinary shares are listed on the Oslo Stock Exchange (OSE) under the ticker symbol “PGS” and denomi- nated in Norwegian kroner (NOK). The Company delisted from the New York Stock Exchange (NYSE) effective July 20, 2007. Deregistration from the US Security Exchange Commission became effective October 18, 2007.The PGS share is still trading as an Ameri- can Depositary Share (ADS) on the US Pink Sheets, under the ticker symbol “PGSVY”. Quotes are denominated in US dollars (USD) and each ADS repre- sents one share.

Share development During 2008, the PGS share devel- oped negatively and declined 82%. Compared to other Norwegian seismic companies the PGS share perform- ance was belowTGS-Nopec and Wavefield Inseis, but above Reservoir ExplorationTechnology, Electromag- netic Geoservices and Scan Geophysi- cal.The PGS share performance was below other large international seis- mic companies in 2008. Schlumberger, the company owning WesternGeco, was the best performing international seismic stock with a decline of 57%. In the same period the OSE Benchmark Index, the OSE10 Energy Index and Philadelphia Oil Service Sector Index fell 54%, 43% and 61% respectively. PGS is a part of the OBX index, which consists of the 25 largest and most

information Policy All company information that is considered material to shareholders is published via OSE www.newsweb. no and posted on www.pgs.com. PGS holds public presentations and arranges conference calls and web- casts in conjunction with the release of quarterly results. In addition, the Company hosts an annual Capital Markets Day and management meets regularly with investors and attends conferences.

PGS has been awarded both the Information Symbol and the English Symbol by OSE.The Information Symbol is awarded to companies that meet, among other things, defined standards for information provided on their web site.The English symbol is awarded to companies that meet all the requirements for the Information Symbol in English.

On January 1, 2008 the new Norwe- gian SecuritiesTrading Act and the new Stock Exchange Act became operative. One of the requirements in the new regulations was that all companies trading at OSE must report in Norwegian. PGS has been granted exception from that requirement based on the Company's international operations, the share is still listed on the Pink Sheets in the US, which re- quires press releases to be in English, the composition of PGS' shareholder

PGS ANNUAL REVIEW 2008 46

PGS SHARE

20 largest PGS shareholders as of december 31, 2008

Rank

Shareholder

1

FOLKETRYGDFONDET

2

ULLTVEIT-MOE REDERI AS

3

CITIBANK, HOLDER OF AMERICAN DEPOSITORY SHARES («ADS») (NOMINEE)

4

STATE STREET BANK (NOMINEE)

5

AGRA AS

6

CLEARSTREAM BANKING (NOMINEE)

7

PETROLEUM GEO-SERVICES ASA (TREASURY SHARES)

8

UBS AG, LONDON BRANCH (NOMINEE)

9

INVESTORS BANK &TRUST (NOMINEE)

10

MORGAN STANLEY NORWEGIAN BRANCH

11

DWP BANK AG (NOMINEE)

12

SKANDINAVISKA ENSKILDA BANKEN (NOMINEE)

13

BANK OF NEWYORK (NOMINEE)

14

DNB NOR NORGE (IV)

15

STATE STREET BANK (NOMINEE)

16

UBS (LUXEMBOURG) S.A (NOMINEE)

17

VITAL FORSIKRING ASA

18

STATOILS PENSJONSKASSE

19

CITIBANK (NOMINEE)

20

BANK OF NEWYORK

(a) On the basis of existing depository agreements regarding owners of the ADSs, the table above does not disclose the beneficial owners of shares.

(a)

total shares 14 247 210 11 100 822 8 059 296 7 848 446 5 592 100 4 650 821 3 806 990 3 608 527 3 550 907 2 550 101 2 427 599 2 353 629 2 276 297 2 274 226 2 026 378 1 932 528 1 907 249 1 873 098 1 870 263 1 796 568

ownership percent

7.92 6.17 4.48 4.36 3.11 2.58 2.11 2.00 1.97 1.42 1.35 1.31 1.26 1.26 1.13 1.07 1.06 1.04 1.04 1.00

base is international and it has been so for a number of years and the Company language is English.

Share Buybacks PGS has authorization to buy back up to 10% of its own share capital, corre- sponding to a total of up to 18 million shares.The authorization is valid until June 15, 2009. As of December 31, 2008 the Company owned 3,806,990 shares corresponding to 2.11% of total shares outstanding.

At present there are no plans to pay ordinary dividends to shareholders. In general, any future dividend will be subject to determination based on results of operations and financial conditions, future business prospects, any applicable legal or contractual restrictions and other factors that the Board of Directors consider relevant.

Analyst Coverage As of December 31, 2008 there were 22 sell-side analysts covering PGS on a regular basis with market updates and estimates for PGS' financial re- sults. Out of these, seven are based in the UK, two in France, one in Lithua- nia and one in Singapore, the rest being based in Norway. An updated list can be found at www.pgs.com.

Shareholders At the end of 2008 PGS had 6,479

registered shareholders according to the Norwegian Central Securities Depository (VPS).

Non-Norwegian investors owned approximately 53% of the shares, with the US (18%) and the UK (15%) domi- nating. Norwegian ownership stood at 47%. After the downturn in world wide stock markets, there has been a net decrease of hedge funds in PGS' shareholder base. Norwegian share- holders have picked up the shares foreign investors have sold causing the share of Norwegian holders to increase from approximately 30%, before the stock markets plunged, to almost 50% at year-end.

As of December 31, 2008 Umoe Group was the largest shareholder own- ing 9.3% of the outstanding shares. Ulltveit-Moe Rederi and Agra are subsidiaries of Umoe Group, which is owned by Jens Ulltveit-Moe, Chair- man of PGS. Folketrygdfondet (The Norwegian Pension Fund) was the second largest shareholder with an ownership of 7.9%.

2009 Annual General meeting The 2009 annual shareholders meet- ing for PGS is scheduled to take place May 14, 2009 at the Company's headquarters at Lysaker, Strandveien 4, Oslo, Norway.

All shares are entitled to one vote. It is, however, a Norwegian regula- tion that one can only vote for shares registered in one's name.To vote at an annual or extraordinary general meet- ing, a shareholder must be registered as a holder of title to the shares to be voted in the share register maintained at the VPS, within two working days before the general meeting.

PGS ANNUAL REVIEW 2008 47

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