TGS awards performance share units and restricted share units

ASKER, NORWAY (23 December 2019) – TGS NOPEC Geophysical Company ASA has issued awards of Performance Share Units (PSUs) and Restricted Share Units (RSUs) to [107] key employees of the Company, as authorized by the shareholders of the Company at its General Meetings on 8 May and 21 June 2019.  With the exception of certain PSUs, which are secured by the Company’s treasury stock, the PSUs and RSUs are secured by free-standing warrants that, upon vesting of the PSUs and RSUs in accordance with their terms, are convertible to shares of the Company’s common stock.  Each PSU represents the right to receive the maximum of one share, while each RSU represents the right to receive one share.The PSUs are granted to members of the executive and senior leadership teams and will vest on 30 August 2022, provided the employee remains employed with TGS on the vesting date.  Upon vesting, the PSUs will be converted to TGS shares on the terms approved by the General Meetings, depending on performance versus target metrics.  The number of shares will be determined by multiplying the number of PSUs granted by a factor of 0% to 100%.  The factor is determined by performance against three target metrics: (i) relative return on average capital employed compared against a defined peer group of companies, (ii) TGS’ return on average capital employed, and (iii) HSE and ESG goals.  Each of the performance metrics is measured for the period 1 January 2019 through 31 December 2021.The RSUs are granted to certain key employees and will also vest on 30 August 2022, provided the employee remains employed at vesting and has achieved a satisfactory performance rating against their goals over the three-year plan period.  Upon vesting, the holder of the RSUs will receive an equivalent number of TGS shares. The list of the primary insiders receiving PSUs and RSUs is attached. The maximum number of new shares to be issued under the awarded PSUs and RSUs is 435,000.Company SummaryTGS-NOPEC Geophysical Company (TGS) provides multi-client geoscience data to oil and gas Exploration and Production companies worldwide.  In addition to extensive global geophysical and geological data libraries that include multi-client seismic data, magnetic and gravity data, digital well logs, production data and directional surveys, TGS also offers advanced processing and imaging services, interpretation products, and data integration solutions.For more information visit TGS online at www.tgs.com.Forward-looking statements and contact informationAll 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 TGS’ reliance on a cyclical industry and principle customers, TGS’ ability to continue to expand markets for licensing of data, and TGS’ ability to acquire and process data products at costs commensurate with profitability.  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.TGS-NOPEC Geophysical Company ASA is listed on the Oslo Stock Exchange (OSLO:TGS). TGS sponsored American Depositary Shares trade on the U.S. over-the-counter market under the symbol “TGSGY”.For additional information about this press release please contact:Dean Zuzic
Chief Financial Officer
Tel:  +47 41 43 35 60
Email:  Dean.Zuzic@tgs.com
This information is subject to the disclosure requirements pursuant to Section 5-12 the Norwegian Securities Trading ActAttachmentPrimary Insiders Warrants Shareholdings 23 Dec 2019