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Exhibit 11.1 (CODE OF CONDUCT GRAPHIC) This Code of Conductadopted for Petroleum Geo-Services ASA and all of its subsidiaries and
affiliated companies (hereafter PGS) reflects our commitment to our shareholders, customers and
employees to conduct our business with the utmost integrity. The Code of Conduct provides a
framework for what PGS considers responsible conduct, but is not exhaustive. As a PGS employee or
director you should always strive to exercise good judgment, care and consideration in your service
for PGS. The Code of Conduct for PGS is an integration of our Values, Principles and Business Practices.
Our Values are the foundation of how we conduct business. Our Principles of Conductare how we
maintain our Values and we apply these principles to our Business Practicesthat support the way we
conduct business. Revised December 10, 2004
    
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PGS Principles of Conduct We are committed to living our core values, which means we are committed to conducting our business
with the utmost integrity. We hold ourselves to high ethical standards that provide the foundation
for how we conduct our business around the world. To maintain our ethical standards, we:  
    take responsibility for acting in compliance with laws and Company policies
    keep an awareness of the legal issues affecting the Company with particular attention
to those pertaining to each of our areas of responsibility
    act in a manner utilizing good judgment and honesty in all of our business dealings
    encourage others to aspire to high ethical standards and never encourage or permit
others to break the law
    actively seek and follow the advice of our supervisors or appropriate Company
representatives
    make ourselves available to address issues of concern and promote open and honest
communication
    foster an open and sharing environment, encourage transparency and provide accurate and
timely information
    raise uncertainty of any misconduct or unethical behavior to our supervisor or
appropriate Company representative to ensure our integrity and ethical standards are
maintained
    monitor compliance with laws and policies and take appropriate action to correct any
deficiencies
    never intimidate or threaten those reporting any misconduct or unethical behavior These principles are applied everyday in conducting our business. Our Business Practices provide a
summary of the principal areas of law affecting the Company and certain Company policies. It is
intended to increase the awareness of the legal and ethical issues that may arise in the course of
conducting our business. Revised December 10, 2004
    
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Business Practices The following Business Practices are a summary of the principal areas of law affecting the Company
and certain Company policies. It is intended to increase the awareness of the legal and ethical
issues that may arise in the course of conducting our business. PGS expects employees and
directors to comply with all Company policies and laws applicable to their job responsibilities and
to adhere to these guiding principles. The legal department and Company representatives are available to answer questions, give advice,
address concerns and investigate allegations related to compliance with laws, regulations, Company
polices and these Business Practices. LAWS & REGULATIONS  
    Environmental Laws
    Occupational Safety and Health
    Antitrust Laws
    Securities and Disclosure Laws
    Tax Laws
    Prohibited Dealings with Certain Countries
    Anti-boycott Laws BUSINESS ETHICS  
    Entertainment and Gifts
    Fair Dealing
    Political Contributions
    Commercial Bribes
    Foreign Corrupt Practices Act EMPLOYEE CONDUCT/REPONSIBILITES  
    Employment Practices
    Records
    Conflicts of Interest
    Proprietary and Confidential Information
    Company Assets COMPLIANCE  
    Reporting Violations Revised December 10, 2004
    
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Laws & Regulations Environmental Laws
PGS maintains compliance with environmental laws in each location in which the Company operates in
order to ensure that PGS is a respected corporate citizen and protected against unnecessary costs.
PGS is committed to the proper handling of all materials stored, distributed, processed,
manufactured, produced, handled, installed or otherwise utilized in its activities as required by
all applicable environmental, health and safety laws. Occupational Safety and Health
Many government regulations impose standards on employers for maintaining safe and healthy work
places. PGS is committed to providing a safe work environment for its employees. Employees
perform their duties in a manner that will not pose a danger to themselves or others. The use of
safety equipment in certain areas is often required by law or the Company. Antitrust Laws
Antitrust laws prohibit or restrict practices such as agreements among, or discussions with,
competitors or customers to restrict competition including conduct that; fixes or controls prices,
divide territories or markets, allocates customers or limits production or sales. Other actions
involving competitors or customers may raise antitrust concerns. When in contact with persons
responsible for competing products or services, do not disclose or discuss, pricing and selling
policies, customers, costs, marketing plans, production plans and capabilities or any other
proprietary or confidential information. Securities and Disclosure Laws
You shall abstain from trading or giving advice concerning trade in the securities of PGS on the
basis of information which is not publicly available or commonly known in the market, if publicly
available or commonly known, such information may influence the price of the securities of PGS.
Further, PGS has adopted trading regulations for its primary insiders. PGS is committed to making full, fair, accurate, timely and understandable disclosures in reports
and documents it files with the Oslo Stock Exchange and the United States Securities and Exchange
Commission. We have a responsibility to ensure that information released to the general public
about the Companys activities, plans, products and services, is correct and objective. Individual
employees should not make statements to the general public about the Company without prior approval
of their business unit Presidents and the VP Group Communications. Tax Laws
As a company with truly global operations, PGS frequently faces complex situations with regard to
export and tax regulations. Any single job can involve several different legal entities and
revenue jurisdictions, as well as vessels and equipment of different origins. Adherence to the
highest standard of compliance with all relevant regulations is a priority of PGS, in order to
maintain our reputation and to avoid potential disputes with export and tax agencies. Therefore,
PGS expects its employees, as applicable, to be familiar and comply with all relevant export and
tax regulations; which will frequently include Revised December 10, 2004
    
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United States and Norwegian regulations in addition to the regulations of the operators immediate
jurisdiction. Prohibited Dealings with Certain Countries
Sanctions imposed by governments or the United Nations may restrict or prohibit business or
personal dealings with certain countries and with companies or individuals in or from those
countries. Activities that may be restricted include: commercial activities, funds transfers,
provision of services, exports of sensitive technology, imports, investments, and travel to
restricted countries. Anti-boycott Laws
Anti-boycott laws restrict or prohibit U.S. companies and non-U.S. business concerns controlled by
U.S. companies from participating in certain aspects of one countrys boycott of another country,
companies or individuals. Activities that may be restricted or prohibited include: furnishing
information about activities in or with boycotted countries; providing discriminatory information;
refusing to do business, or agreeing to refuse to do business, with or in a boycotted country or
with any business concern organized under the laws of a boycotted country or with any national or
resident of a boycotted country or with any person who has dealt with a boycotted person or country
when such refusal is pursuant to an unsanctioned foreign boycott. Business Ethics Entertainment and Gifts
It is PGS desire to treat all customers and suppliers fairly and impartially. PGS competitive
appeal must be based on the quality of our products and services, the prices attached to these
services, and the competence and honesty of its employees. Giving or accepting gifts or
entertainment can have the appearance of trying to influence the decision of or taking advantage of
a relationship with a customer or supplier. To minimize conflicts of interest and encourage sound business decisions, employees who are in a
position to make or influence decisions regarding PGS business transactions should not accept gifts
or other favors from any persons and/or companies with whom PGS has business relationships, where
such acceptance may affect or appear to affect his/her integrity or independence. Gifts and other
favors can only be accepted to the extent they are modest, both with respect to value and
frequency, provided the time and place are appropriate and provided that they comply with locally
accepted good business practice (Common Courtesy Gifts). Employees should not offer, directly or
indirectly, gifts or favors to any person or company in a position to make or influence decisions
regarding PGS business transactions, unless such gifts are Common Courtesy Gifts. Full transparency and proactively raising issues with their immediate supervisor or the General
Counsel when in doubt whether a gift or favor is a Common Courtesy Gift should guide employees in
handling such issues. Revised December 10, 2004
    
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Fair Dealing
All employees should endeavor to deal fairly with PGS customers, suppliers, competitors and other
employees. No employee should take unfair advantage of anyone through manipulation, concealment,
abuse of privileged information, misrepresentation of material facts or any other unfair-dealing
practice. Political Contributions
Company funds cannot be used to make any direct or indirect payments in the name of PGS or which
benefit PGS to any:  
    officer of any other entity
    employee of any other entity
    agent of any other entity
    government official
    government employee PGS does not support or use company funds to support any political party or any political
candidate. However, PGS employees may participate individually in political activities with their
own time and resources. PGS does not contribute shareholders funds to political organizations. Commercial Bribes
Bribes, kickbacks or other similar gifts or payments to an individual or company are prohibited.
Likewise, an employee shall not accept any gift or payment in connection with that employees
decisions or actions. Foreign Corrupt Practices Act
The United States Foreign Corrupt Practices Act (FCPA) prohibits the payment of, or offer to pay,
anything of value, directly or indirectly, to any foreign official, foreign political party or
foreign political candidate for the purpose of causing the recipient to act, refrain from acting,
or secure any improper advantage so as to assist any person in obtaining or retaining business or
in directing business to any particular person. Similar prohibitions may follow from laws and
regulations of other jurisdictions. The FCPA applies to all U. S. companies and non-U.S. companies subject to the jurisdiction of the
U. S. Securities and Exchange Commission (issuers) including PGS. The FCPA also applies to other
non-U.S. persons (companies and individuals) to the extent they commit any act in furtherance of a
bribe while in the territory of the United States. The FCPA further requires issuers: (1) to establish and keep accurate books, records and accounts
that accurately and fairly reflect their transactions and disposition of their assets; and (2) to
devise and maintain a system of internal accounting controls sufficient to provide reasonable
assurances that transactions are properly executed and recorded and that accountability for assets
is maintained. Revised December 10, 2004
    
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Employee Conduct/Responsibilities Employment Practices
All employees are expected to treat their colleagues and subordinates with respect and dignity.
PGS prohibits and will not tolerate any form of harassment that creates an intimidating, hostile,
or offensive work environment including, but not limited to, verbal, visual or physical conduct
that discriminates on the basis of race, color, sex, national origin, religion, age, marital
status, veteran status or disability. Such behavior is not only unethical and in conflict with
Core Values, but may also be illegal. Records
Integrity of our records is extremely important. We take responsibility for the accuracy and
completeness of the books and records of the Company. Books and records will comply with Generally
Accepted Accounting Principles, legal and regulatory requirements and Company policies. Conflicts of Interest
A conflict of interest arises when an employees duties and his/her self-interests collide or are
opposed to each other. While PGS encourages all employees to make personal investments and engage
in social relations, they shall not have any personal or financial interests, which might conflict
with PGS or influence or appear to influence their judgment or actions in carrying out their
responsibilities to PGS. Financial interests in another entity include among others:  
    Stock or other ownership by the employee, his/her spouse, cohabitant or fiancé, or any
of his/her relatives by birth or by marriage and/or any related trusts or estates,
    A brokerage fee, royalty, PGS ownership interest or carried interest in any asset,
property, or entity being purchased by or contracted with PGS.
    Financial interest in another entity excludes the ownership of less than one percent of
the stock of a publicly held entity. Proprietary and Confidential Information
Information which is proprietary to PGS and is obtained as a result of employment with PGS is
confidential and should not be shared with anyone or used for personal gain or for the benefit of
others, including in competition with PGS. Employees owe a duty to PGS to advance its legitimate
interests when the opportunity to do so arises. Examples of such privileged information would be: customer lists, plans, proposals, budgets,
pricing or pricing policies, contract terms, earnings, financial or business forecasts, or
discoveries. This also includes any other work product developed, conceived or used by Company
personnel that arises out of employment with PGS or is otherwise created through use of the
Companys time, facilities, resources or materials. Company Assets
PGS prohibits the creation and/or maintenance of secret or unrecorded funds or assets, the
recording of false or fictitious entries in books or records and the use of Company funds for
unlawful purposes. Revised December 10, 2004
    
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PGS expects all employees to use the assets and funds of PGS exclusively for the benefit of the
Company. Assets include:  
    Information
    Technology
    Plans
    Financial data
    Business strategies and business information
    Computers, computer software and electronic mail
    Funds
    Equipment (including machines, telephones, copiers)
    The time and skill of employees PGS has the right to audit and confiscate any material contained in any Company-owned computer on
Company property at any time. Exceptions to this policy relate to the property of vendors,
consultants, or other outside parties and their equipment. Compliance These Business Practices are important elements of the Companys effort to promote compliance
with policies, laws, and regulations and to ensure appropriate business behavior. These practices
will be reviewed periodically to ensure they remain applicable to conducting our business. In the rare circumstance where a waiver of the Code would be appropriate, such waiver may be made
only by the Board of Directors or a designated Board Committee and, for executive officers and
directors, must be promptly disclosed to shareholders under applicable law, regulations and listing
standards. Reporting Violations
If you are concerned or are aware of what appears to be an inappropriate situation, you are
encouraged to notify your supervisor or an appropriate Company representative. You can contact the
legal department, a human resource representative, our Company compliance personnel, or pursue an
issue with any higher level of management. All reports of suspected violations, whether made
anonymously or otherwise, will be treated confidentially and will be investigated promptly,
thoroughly and fairly. Intimidation or retaliation against anyone making such a report will not be
tolerated. You may communicate your concerns by telephone, through Internet access, in person, or by
contacting the Compliance Hotline. The Compliance Hotline, including Internet based access,
enables you to anonymously report inappropriate activities regarding Company policy violations,
violations of laws and regulations or other ethical concerns. The Compliance Hotline is available 24 hours through Internet access by logging on to
www.compliance-helpline.com/pgs.jsp or by calling: Direct   +1.704.943.0136 anywhere worldwide, or Collect by contacting an international operator and
asking for +1.704.943.0137 from PGS Toll free 80 01 44 71 in Norway Toll free 1.888.289.4042 in USA or Canada Revised December 10, 2004
    
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All employees have an obligation to notify their supervisors, or other appropriate Company
representatives (including the Compliance Hotline) of suspected violations of law or failures to
adhere to these Business Practices. No Rights Created
This Code of Conduct is a statement of certain fundamental PGS principles, policies and procedures
that govern the Companys employees and directors. It does not create any rights for any customer,
supplier, competitor, shareholder or any other person or entity. Revised December 10, 2004
    
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