PGS Rejects Proposal from CGG

Petroleum Geo-Services has received a proposal from Compagnie Generale de Geophysique for the acquisition of PGS' geophysical business. The proposed consideration is USD 900 million, of which USD 800 million is in cash and USD 100 million is in newly issued shares of CGG common stock. The Proposal is subject to fulfillment of several conditions including, among other things, satisfactory completion of due diligence and financing arrangements.

PGS has previously disclosed its desire to take a leading role in a consolidation of the seismic industry. Accordingly, both management and financial advisers have performed evaluations of PGS and other participants in the seismic industry. Based on these evaluations, the management and the Board of Directors of PGS consider the Proposal to be inadequate in terms of price and other conditions. Consequently, PGS has informed CGG that the Proposal is rejected.

On the basis of CGG's stated intention to disclose the Proposal "on the occurrence of the publication of [their] second quarter results on September 2, 2004", PGS deems it appropriate to disclose this information as soon as possible.

PGS still acknowledges the potential benefits of consolidation in the seismic industry, and will continue to work proactively towards an improved industry structure.

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