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2014-05-16

TGS: Further Clarification Regarding Proposed Long-Term Incentive Stock Plan and Resolution to Issue Free-Standing Warrants

ASKER, NORWAY (16 May 2014) - Item 13 in the Notice of Ordinary General
Meeting to be held on 3 June 2014 proposes the approval of a Long-Term
Incentive Stock Plan and Resolution to issue Free-Standing Warrants.
Information regarding this proposal is repeated herein with further
clarification of plan targets.

In previous years, the General Meeting has approved stock option plans secured
by either free standing warrants or treasury shares.

From these earlier plans there are currently outstanding 1,709,500 stock
options / free standing warrants (as of May 8, 2014) that have been granted
but not yet exercised.

The proposed 2014 plan provides for the grant of restricted stock units (RSUs)
and performance stock units (PSUs) instead of stock options. Upon vesting,
the RSUs and PSUs will represent the right to receive shares of TGS stock as
described below. The plan is limited to a maximum of 213,000 shares issuable
upon vesting of the RSUs and PSUs. The plan will be administered by the Board
of Directors. In the event of any merger, reorganization, recapitalization,
stock dividend, stock split, combination of shares, share exchange, or other
change in shares of the Company, the number of shares then subject to the
plan, including shares subject to outstanding awards, shall be adjusted in
proportion to the change in outstanding shares.

Pursuant to the proposed 2014 long-term incentive stock plan, RSUs will be
granted to certain non-executive key employees and will vest three years
after the date of grant if the employee remains employed at vesting. Upon
vesting, the holder of the RSUs will receive an equivalent number of TGS
shares. PSUs will be granted to members of the executive team and will also
vest three years after the date of grant if the executive remains employed at
vesting. Upon vesting, the holder of the PSUs will receive TGS shares (if
any), with the number of shares issuable determined by multiplying the number
of PSUs granted by a factor of 0% to 200%. The factor is determined by
performance against a target metric, which is based on total shareholder
return (TSR) for the three-year performance period commencing on the date of
grant. The holders of the RSUs and PSUs will be required to pay the par
value, NOK 0.25, for each share of TGS stock issued pursuant to the RSU or
PSU, as applicable.

In conjunction with this new program, the Board of Directors is introducing
minimum Executive Stock Ownership Guidelines based on a multiple of salary
for the CEO (3X), CFO (2X) and the rest of the Executive Team members (1X).

The Board proposes that the Company shall secure the long-term incentive stock
plan by the issuance of free-standing warrants, to be subscribed for at the
time of grant by employees who are granted RSUs and PSUs.

Further Clarification of Plan Targets

The TSR performance requirement for PSUs is based on the total shareholder
return of TGS-NOPEC for the three-year period beginning on the date of grant
of the award and ending on the third anniversary of such date, according to
the following schedule and based on the target number of PSUs granted.

----------------------------------------------
|TSR Shares Earned per PSU |
| |
| as a Percentage of PSUs Granted |
| (the "Multiple") |
|<-25% 0% |
|-25% 25% |
|No Increase 75% |
|+25% 100% |
|+100% 200% |
----------------------------------------------
For purposes of this performance target:

"TSR" is calculated by (i) subtracting the Beginning Share Price from the
Ending Share Price, (ii) adding to the result in (i) the dividends paid per
share for all record dates occurring during the performance period and (iii)
dividing the amount in (ii) by Beginning Share Price.

Beginning Share Price means the average of the closing prices of TGS shares on
the Oslo Stock Exchange for the 20 trading days immediately prior to the
beginning of the performance period.

Ending Share Price means the average of the closing prices of TGS shares on
the Oslo Stock Exchange for the 20 trading days immediately prior to the end
of the performance period.

Any dividend paid in cash shall be valued at its cash amount. Any dividend
paid in securities shall be valued at fair market value

The number of shares issuable pursuant to any PSU shall be determined by
multiplying the number of PSUs subject to the award by the Multiple earned
based on actual performance (pro-rating for TSR falling between two
performance levels), then rounding down to the nearest whole share, with cash
paid in lieu of fractional shares.

Company summary

TGS-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, permanent reservoir monitoring
and data integration solutions.

For more information visit TGS online at
www.tgs.com
.

Forward-looking statements and contact information

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 TGS' reliance on a cyclical industry and principal 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:

Kristian Johansen
Chief Financial Officer
Cell: +47 47 60 33 34
Email:kristian.johansen@tgs.com

Will Ashby

Director Finance Western Hemisphere&Investor Relations

Tel: +1 713 860 2184 begin_of_the_skype_highlighting end_of_the_skype_highlighting
Email:will.ashby@tgs.com

---------------------------------------

This announcement is distributed by NASDAQ OMX Corporate Solutions on behalf of NASDAQ OMX Corporate Solutions clients.
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: TGS via Globenewswire

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