<PAGE>   1
                             ARTICLES OF ASSOCIATION
                                       FOR
                           PETROLEUM GEO-SERVICES ASA

(Changed in Extraordinary General Meeting 27.11.91, Board Meeting 09.01.92,
Extraordinary General Meeting 30.01.92, Annual Meeting 28.04.92, Board Meeting
14.05.92, Annual Meeting 12.03.93, Board Meetings 18.05.93, 27.05.93, 18.03.94,
14.04.94, 18.05.94, 28.06.94, 03.11.94, 02.02.95,11.05.95, Annual Meeting
22.06.95, Board Meetings 09.11.95, 07.03.96, Extraordinary General Meeting
21.03.96, Board Meeting 10.05.96, General Meeting 11.06.96, Board Meetings
08.08.96, 30.09.96, 02.10.96, 11.11.96, 03.03.97, 13.05.97, General Meeting
25.06.97, Board Meetings 12.08.97, 10.11.97, 17.12.97, 07.01.98, Extraordinary
General Meeting 10.03.98, Board Meeting 09.06.98, Annual Meeting 23.06.98 and
Board Meeting 21.07.98, 06.08.98, 31.08.98, 8.11.98,12.03.99, 18.05.99, Annual
Meeting 22.06.99, Board Meetings 29.07.99, 09.08.99,19.08.99, 18.11.99, 14.03.00
and 30.05.00)

Section  1  The Company's registered name is PETROLEUM GEO-SERVICES ASA. The
            Company is a public limited company.

Section  2  The business of the Company is to provide services to and
            participate and invest in energy related businesses.

Section  3  The share capital of the Company is NOK 510.550.435 divided into
            102.110.087 shares of NOK 5,- each.

            The shares are to be registered at the Norwegian Registry of
            securities.

Section  4  The Company's domicile shall be in Baerum Municipality.

Section  5  The Board of Directors of the Company shall have 3 to 8 Directors.
            Any two Directors jointly may sign for the Company.

            Except where the election of a new Director as replacement for an
            incumbent Director prior to the expiration of his term of office
            shall be approved by more than half of the total outstanding voting
            shares of the Company, such election shall require the approval by
            more than two thirds of the votes cast as well as of the share
            capital which is represented at the General Meeting.

Section  6  The shares are freely transferable except that an acquisition by
            assignment shall be contingent upon approval by the Board of
            Directors of the Company which cannot be withheld without reasonable
            grounds.

            An acquirer of ownership of shares which represent more than one
            third of the outstanding votes of the Company, but less than the
            limit for a mandatory bid requirement under applicable law at the
            relevant time, has a duty under these Articles to offer to purchase
            the other outstanding shares of the Company. Provided that the Board
            of Directors shall so notify the acquiror, the Board of Directors is
            entitled to withhold approval of the acquisition in order to
            ascertain that the acquiror complies with this bid requirement. If
            not, the Board of Directors may disapprove the

<PAGE>   2
           acquisition. If the Board of Directors reasonably determines that
           such duty to bid is not in the interest of the Company and its
           shareholders, the Board of Directors may exempt the acquiror from
           such duty. Except as set out above, the rules regarding mandatory
           bids in respect of Norwegian listed shares under applicable Norwegian
           law at the relevant time including inter alia the rules on
           consolidation of ownership interests, exemptions, determination of
           price and execution shall be effective insofar as they shall be
           relevant.

Section  7 Notice of the General Meeting shall be given at least 4 weeks before
           the meeting. The notice convening an Extraordinary General Meeting
           shall be given at least 2 weeks before the meeting if the holding of
           the meeting is demanded in writing by the auditor or shareholders
           representing at least one twentieth of the Share Capital. (See the
           Norwegian Public Limited Companies Act 1997 Section 5-7, second
           paragraph.)

           In the Company's General Meeting each share has one vote. An owner
           with shares registered through a custodian approved pursuant to
           Section 4-10 of the Norwegian Public Limited Companies Act has voting
           rights equivalent to the number of shares which are covered by the
           custodian arrangement provided that the owner of the shares shall
           within two working days before the General Meeting provide the
           Company with his name and address together with a confirmation from
           the custodian to the effect that he is the beneficial owner of the
           shares held in custody, and provided further the Board of Directors
           shall not disapprove such beneficial ownership after receipt of such
           notification in accordance with the rules set out in Section 6 above.

           Shareowners who wish to take part in the General Meeting, must give
           notice to the Company by the date stated in the Calling Notice, which
           date must be at least two working days before the General Meeting.

Section 8  The General Meeting shall deal with the following:

           a) Approval to the Annual Accounts and Annual Report including
              distribution of dividend.

           b) Election of Board members and the Chairman of the Board

           c) Such other matters as, according to law or the Articles of
              Association, fall within the duties of the General Meeting.

Section 9  The General Meeting, shall be chaired by the Chairman of the Board of
           Directors.

Section 10 In other respects, the stipulations of valid Norwegian Public
           Limited Companies legislation shall be applied.