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Exhibit 1.1
 Articles of Association
for
PETROLEUM GEO-SERVICES ASA
  § 1
    
    The Companys registered name is PETROLEUM GEO-SERVICES ASA. The Company is a public
limited company.§ 2
    
    The business of the Company is to provide services to and participate and invest in energy
related businesses.§ 3
    
    The share capital of the Company shall be NOK 540,000,000 divided into 180,000,000 shares
of NOK 3.00 each.The shares shall be registered with the Norwegian Registry of securities
(Verdipapirsentralen).§ 4
    
    The Companys domicile shall be in Bærum Municipality.§ 5
    
    The Board of Directors of the Company shall have from 3 to 13 Directors. Any two Directors
jointly, or the chief executive officer and one director jointly, may sign for the Company.The period of service for members of the Board of Directors shall be one year.§ 6
    
    The Nomination Committee shall consist of three members. The service shall be two years
unless the Annual General Meeting determines that the period shall be shorter.The Nomination Committee shall prepare a motion for the Annual General Meeting relating to:a)
    
    Election of members of the Board of Directors and the chairperson of the
Board of Directors.b)
    
    Election of the members of the Nomination Committee and the chairperson of
the Committee.




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c)
    
    The remuneration of the Directors and the members of the Nomination
Committee.d)
    
    Any amendments of the Nomination Committees Mandate and Charter.Sections 6-7 and 6-8 of the Act relating to the Public Limited Liability Companies apply
correspondingly in relation to the members of the Nomination Committee.§ 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 § 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 § 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.§ 8
    
    The Annual General Meeting shall be held within the turn of June each year. 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)
    
    Election of the members and the chairperson of the Nomination Committee and
amendments of the Nomination Committees Mandate and Charter.d)
    
    Such other matters as, according to law or the Articles of
Association, fall within the duties of the General Meeting.§ 9
    
    The General Meeting shall be chaired by the Chairman of the Board of Directors.§ 10
    
    In other respects, the stipulations of valid Norwegian Public Limited Companies
legislation shall be applied.