Slide 1: Combined General Meeting
Combined General Meeting June 16, 2020
Slide 2: Schedule
Schedule Introduction – Philippe Salle, Chairman of the Board of Directors Governance – Philippe Salle, Chairman of the Board of Directors Business Overview – Sophie Zurquiyah, Chief Executive Officer Key 2019 Highlights 2019 Financial results 2020 Outlook Share Price and Shareholding
Slide 3: Introduction
Introduction Philippe Salle, Chairman of the Board of Directors
Slide 4: Governance
Governance Philippe Salle, Chairman of the Board of Directors
Slide 5: Board of Directors
Board of Directors Philippe Sophie Michael Patrice Anne-France SALLE ZURQUIYAH Helen LEE Colette Heidi Mario DALY GUILLAUME LACLIDE- BOUYGUES LEWINER PETERSEN RUSCEV Chairman CEO and Independent Director DROUIN Director Independent Independent Independent Independent Independent Director representin
Slide 6: Board Committees
Board Committees Audit Appointment- HSE – Sustainable Investment Remuneration Development Committee Committee Committee Committee • Chairwoman • Chairwoman • Chairwoman • Chairman • Anne-France • Colette LEWINER • Helen LEE • Michael DALY LACLIDE- BOUYGUES DROUIN • Other members • Other members • Pa
Slide 7: Diversity within the Board of Directors
Diversity within the Board of Directors Diversity within the Board of Directors is key to ensure a good performance. Diversity is applied to gender, age, independence, nationalities and skills*. Gender Age 13% 12% 37% 63% 38% 37% Female Male <50 50-60 60-70 >70 7 2020 Combined General Meeting * For
Slide 8: Diversity within the Board of Directors
Diversity within the Board of Directors Independence Nationality 11% 11% 11% 56% 22% 89% Independent Not independent French US UK Norway For the purpose of this chart, S. ZURQUIYAH has been accounted for in both “French” and “US” as she has both nationalities. 8 2020 Combined General Meeting
Slide 9: Diversity within the Board of Directors
Diversity within the Board of Directors Skills 100% 100% 88% 75% 75% 75% 50% Energy, oil and International Innovation, Strategy Directorship in Finance Human gas experience digitalization, listed resources and technology, IT companies governance 9 2020 Combined General Meeting
Slide 10: Board members to be renewed in 2020
Board members to be renewed in 2020 Mrs. Helen LEE BOUYGUES Independent Director since 2018 47, American 20,000 CGG shares held Chairwoman of the Investment Committee and Member of the Audit Committee Global attendance to Board and Committees meetings In 2019: 100% Positions outside the CGG Group (F
Slide 11: Board members to be renewed in 2020
Board members to be renewed in 2020 Mrs. Heidi PETERSEN Independent Director since 2018 62, Norwegian 20,000 CGG shares held Member of the Appointment-Remuneration Committee and Member of the HSE-Sustainable Development Committee Global attendance to Board and Committees meetings in 2019: 90% Positi
Slide 12: Business Overview
Business Overview Sophie Zurquiyah, Chief Executive Officer
Slide 13: Key 2019 highlights
Key 2019 highlights
Slide 14: Key 2019 highlights: Transition to an asset-light company
Key 2019 highlights: Transition to an asset-light company Asset light model… … delivered Marine 3-vessel fleet in 2019 Marine partnership with Shearwater closed on Find a strategic partner January 8th, 2020 No longer operate vessels by 2021 Land Last crew stopped early February, 2020 Operations wind
Slide 15: Key 2019 highlights: Our perimeter
Key 2019 highlights: Our perimeter OUR STRENGTHS THREE CORE BUSINESSES Exceptional People Breadth and depth of expertise driving innovation and providing outstanding service Leveraging Data Maximising the value of data Geoscience Multi-client Equipment through our expertise and Established leader in
Slide 16: Key 2019 highlights: Technology development
Key 2019 highlights: Technology development Geoscience Multi-Client • Enhanced Full Wave Inversion • First Multi-Client OBN (Ocean • OBN (Ocean Bottom Nodes) Imaging Bottom Nodes) program 30% of revenue from new technologies offering Equipment Digitalization • GPR Ocean Bottom Node • GeoVerse Digita
Slide 17: Key 2019 highlights: Strong growth of computing power
Key 2019 highlights: Strong growth of computing power 300 PFLOPS 250 200 150 237 100 150 50 57 28 47 0 13 11 15 16 18 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 CPU GPU 17 2020 Combined General Meeting
Slide 18: Key 2019 highlights: A solid footprint in key mature basins
Key 2019 highlights: A solid footprint in key mature basins > 1.2 million sq.km Alaska Leading coverage of Central 348 km2 and Western Gulf of Mexico & Brazil N. Sea 272,893 km2 Caspian Data produced with the most 4,270 km 2D 13,122 km 2D advanced imaging technology US Land 82,880 km2 GOM Extensive
Slide 19: 2019 Financial Results
2019 Financial Results
Slide 20: 2019 Financial results: Key highlights
2019 Financial results : Key highlights Segment Revenue at $1,400m, up 14% y-o-y driven by strong equipment business recovery and high multi-client sales Segment EBITDAs at $721m, up 30%, a 51% margin Segment Operating Income at $247m, up 74%, Group Net Loss at $(61)m, including $126m Net Income fro
Slide 21: 2019 Financial results: A successful business transformation
2019 Financial results : A successful business transformation that demonstrated strong resilience PRO FORMA(1) REVENUE PRO FORMA(1) EBITDAS PRO FORMA(1) EBITDAS-CAPEX $m $m $m 46% 45% 45% 40% 42% 45% 51% 2 130 2 070 1 508 1 400 1 227 964 1 034 977 941 684 721 434 556 460 385 388 208 302 255 126 33 I
Slide 22: 2019 Financial results: Simplified Cash-Flow statement
2019 Financial results : Simplified Cash-Flow statement In million $ FY 2019 FY 2018 Q4 2019 Q4 2018 2019 Net Cash Flow at $186m Segment Free Cash Flow 434 128 108 85 • Segment Free Cash Flow, high at $434m including a positive $58m change in Cash Cost of Debt (81) (73) (33) (34) working capital and
Slide 23: 2019 Financial results: Balance Sheet
2019 Financial results : Balance Sheet GOODWILL $1.21 bn • Gross debt at $1,194m before IFRS EQUITY $1.61 bn & MINORITY 16 and $1,326m after IFRS16 INTERESTS MC LIBRARY $0.53 bn • Net debt at $584m before IFRS 16 NON-CURRENT $0.07 bn and $716m after IFRS16 LIABILITIES FIXED $0.49 bn ASSETS $1.33 bn
Slide 24: 2019 Financial results: Debt structure
2019 Financial results : Debt structure 1st lien HYB Gross debt at $1,194bn with maturities in May 2023 and 2nd lien HYB February 2024 1st lien : average cost of debt at 8.4% cash 2nd lien: cost of debt at Libor/Euribor + 4% cash + 8.5% PIK $615 m • Callable at 112.5% en 2020 $521 m Potential de
Slide 25: 2020 Outlook
2020 Outlook
Slide 26: 2020 Outlook: Covid-19 situation
2020 Outlook : Covid-19 situation Employees health and safety is our top priority Strong business continuity • Majority of employees working from home • Geoscience fully operational • All Multi-client programs on-going • Equipment manufacturing gradually ramping-up, after shut-downs in several count
Slide 27: 2020 Outlook: E&P trends: severe crisis following a modest recovery
2020 Outlook : E&P trends: severe crisis following a modest recovery Y.O.Y. UPSTREAM CAPEX EVOLUTION E&P Capex down ~20% on full year 2020 • International Capex more preserved • Prioritization towards “core” and lower breakeven hydrocarbons basins • NOCs and Middle-East region more resilient Clients
Slide 28: 2020 Outlook: CGG's business outlook
2020 Outlook : CGG’s business outlook Geoscience • Gradual business decrease throughout the year • Proprietary data acquisition projects delays and cancellations to be partially offset by reprocessing • High-end processing technology continues to be in demand Multi-Client • Healthy pipeline of multi
Slide 29: 2020 Outlook: Adaptation plan & focus on cash preservation
2020 Outlook : Adaptation plan & focus on cash preservation Ongoing Capex reduction • Cash Capex around $300 million, down $(75) million vs. 20 - 25% E&P previous guidance of March 6, 2020: Capex Cut – Multi-client cash capex, down $(60) million, at around $225 million at 75% prefunding rate – Indus
Slide 30: 2020 Outlook: Our ESG strategy
2020 Outlook : Our ESG strategy To best protect the environment, climate and the communities where we operate, CGG Always act responsibly and abide by all applicable environmental laws The health of the Continue to advance our technology and services to environment and climate is enable our clients
Slide 31: Share price and shareholding structure
Share price and shareholding structure 31
Slide 32: 2019 Share price performance
2019 Share price performance CGG share price overperformed its peers in 2019 CGG TGS SCHLUMBERGER PGS 32 2020 Combined General Meeting
Slide 33: Shareholder structure as of end of March, 2020
2 DG002 Boussard & Gavaudan IM 5.60% 39,757,761 ▼ -13,767,237 RV RNDM001 2 River and Mercantile A M 4.12% 29,285,625 ▲ 29,285, 3 BN001 Norges Bank IM 5.26% 37,355,380 ▲ 37,085,709 DMNS3NL001 Dimensional F und A dv. 3.43% 24,378,960 ▲ 23,645, 4 DM001River and Mercantile A M 4.12% 29,285,625 ▲ 29,285,
Slide 34: Conclusion
Conclusion Asset-light business model Positioned in the more resilient segments of our markets • Proven basins, core to our clients • Limited exposure to US land market Leading market share in our businesses Strong liquidity and balance sheet Ability to pursue investments in Multi-client and Researc
Slide 35: Report of the Auditors
Report of the Auditors Eduardo Coutinho, Group General Counsel
Slide 36: Q & A Session
Q & A Session Philippe Salle, Chairman of the Board of Directors
Slide 37: Votes on resolutions
Votes on resolutions Eduardo Coutinho, Group General Counsel
Slide 38: Ordinary business
Ordinary business 38 2020 Combined General Meeting
Slide 39: First resolution
First resolution Approval of the statutory accounts of the Company for fiscal year 2019 The resolution is approved at 99.99%. 39 2020 Combined General Meeting
Slide 40: Second resolution
Second resolution Allocation of earnings (statutory accounts - CGG S.A.) The resolution is approved at 99.99%. 40 2020 Combined General Meeting
Slide 41: Third resolution
Third resolution Deduction from the share premium account of the amount necessary to bring the carry forward account to zero The resolution is approved at 99.99%. 41 2020 Combined General Meeting
Slide 42: Fourth resolution
Fourth resolution Approval of the consolidated financial statements for fiscal year 2019 The resolution is approved at 99.90%. 42 2020 Combined General Meeting
Slide 43: Fifth resolution
Fifth resolution Renewal of the term of Mrs. Helen LEE BOUYGUES as Director The resolution is approved at 96.29%. 43 2020 Combined General Meeting
Slide 44: Sixth resolution
Sixth resolution Renewal of the term of Mrs. Heidi PETERSEN as Director The resolution is approved at 98.89%. 44 2020 Combined General Meeting
Slide 45: Seventh resolution
Seventh resolution Approval of the related-party agreements falling within the scope of section L.225-38 of the French Commercial Code The resolution is approved at 96.76%. 45 2020 Combined General Meeting
Slide 46: Eighth resolution
Eighth resolution Approval of the information relating to the compensation of the Senior Executive Officers ("mandataires sociaux", including the Directors, the Chairman of the Board of Directors and the Chief Executive Officer) for 2019 The resolution is approved at 84.47%. 46 2020 Combined Gener
Slide 47: Ninth resolution
Ninth resolution Approval of the elements of compensation due or granted for the 2019 financial year to the Mr. Philippe Salle, Chairman of the Board of Directors The resolution is approved at 97.51%. 47 2020 Combined General Meeting
Slide 48: Tenth resolution
Tenth resolution Approval of the elements of compensation due or granted for the 2019 financial year to Mrs. Sophie Zurquiyah, Chief Executive Officer The resolution is approved at 78.50%. 48 2020 Combined General Meeting
Slide 49: Eleventh resolution
Eleventh resolution Approval of the compensation policy applicable to the members of the Board of Directors for the 2020 financial year The resolution is approved at 99.99%. 49 2020 Combined General Meeting
Slide 50: Twelfth resolution
Twelfth resolution Approval of the compensation policy applicable to the Chairman of the Board of Directors for the 2020 financial year The resolution is approved at 99.99%. 50 2020 Combined General Meeting
Slide 51: Thirteenth resolution
Thirteenth resolution Approval of the compensation policy applicable to the Chief Executive Officer for the 2020 financial year The resolution is approved at 78.13%. 51 2020 Combined General Meeting
Slide 52: Fourteenth resolution
Fourteenth resolution Allocation of the maximum global annual amount of Directors’ fees The resolution is approved at 97.78%. 52 2020 Combined General Meeting
Slide 53: Fifteenth resolution
Fifteenth resolution Delegation of powers and authority to the Board of Directors to trade in Company’s shares The resolution is approved at 96.98%. 53 2020 Combined General Meeting
Slide 54: Extraordinary business
Extraordinary business 54 2020 Combined General Meeting
Slide 55: Sixteenth resolution
Sixteenth resolution Authorization given to the Board of Directors to grant performance shares to certain employees and/or senior executive officers of the Company and/or of companies related to it The resolution is approved at 89.71%. 55 2020 Combined General Meeting
Slide 56: Seventeenth resolution
Seventeenth resolution Authorization to be given to the Board of Directors to grant Company’s subscription or purchase options to certain employees and/or senior executive officers of the Company and/or of companies related to it The resolution is approved at 91.67%. 56 2020 Combined General Meeti
Slide 57: Eighteenth resolution
Eighteenth resolution Delegation to the Board of Directors to increase the share capital by issue of shares or securities granting access to the share capital of the Company, with removal of the shareholders’ preferential subscription right, to members of a Company Savings Plan The resolution is a
Slide 58: Nineteenth resolution
Nineteenth resolution Overall ceiling for the authorizations of issue The resolution is approved at 99.14%. 58 2020 Combined General Meeting
Slide 59: Twentieth resolution
Twentieth resolution Authorization and delegation to the Board of Directors in order to reduce the share capital by cancelling shares purchased pursuant to the authorization of purchase of its own shares by the Company The resolution is approved at 96.75%. 59 2020 Combined General Meeting
Slide 60: Twenty-first resolution
Twenty-first resolution Amendment of article 8-4 of the Company’s articles of association in order to rectify a clerical mistake on the paragraph relating to the Directors’ term of office The resolution is approved at 99.99%. 60 2020 Combined General Meeting
Slide 61: Twenty-second resolution
Twenty-second resolution Amendment of article 8-6 of the Company’s articles of association in order to comply with new legal provisions relating to the appointment of Directors representing the employees The resolution is approved at 99.99%. 61 2020 Combined General Meeting
Slide 62: Twenty-third resolution
Twenty-third resolution Amendment of article 9 of the Company’s articles of association in order to add a 4th paragraph, authorizing the Board of Directors to resolve upon certain decisions in writing, within the conditions provided for by law, in accordance with article L.225-37 of the French Com
Slide 63: Twenty-fourth resolution
Twenty-fourth resolution Amendment of article 11 of the Company’s articles of association in order to comply with new legal provisions relating to the compensation of Directors The resolution is approved at 99.99%. 63 2020 Combined General Meeting
Slide 64: Twenty-fifth resolution
Twenty-fifth resolution Amendment of article 13 of the Company’s articles of association in order to reduce the duration of the Observers’ office The resolution is approved at 96.75%. 64 2020 Combined General Meeting
Slide 65: Twenty-sixth resolution
Twenty-sixth resolution Amendment of article 14-6 (4th paragraph) of the Company’s articles of association in order to reflect the provisions of article L. 225-106 of the French Commercial Code relating to the representation of shareholders at the General Meeting The resolution is approved at 99.9
Slide 66: Twenty-seventh resolution
Twenty-seventh resolution Amendment of article 14-6 (13th paragraph) of the Company’s articles of association in order to update the references to the Civil Code provisions applicable with respect to the entry of data and the electronic signature of the form to the General Meeting The resolution i
Slide 67: Twenty-eighth resolution
Twenty-eighth resolution Amendment of article 15-2 of the Company’s articles of association in order to update the terminology relating to the Directors’ fees (“jetons de présence”) The resolution is approved at 99.99%. 67 2020 Combined General Meeting
Slide 68: Twenty-ninth resolution
Twenty-ninth resolution Amendment of article 17 of the Company’s articles of association in order to comply with new legal provisions relating to the appointment of auditors The resolution is approved at 99.99%. 68 2020 Combined General Meeting
Slide 69: Ordinary and Extraordinary business
Ordinary and Extraordinary business 69 2020 Combined General Meeting
Slide 70: Thirtieth resolution
Thirtieth resolution Powers for formalities The resolution is approved at 99.99%. 70 2020 Combined General Meeting
Slide 71: Conclusions
Conclusions Philippe Salle, Chairman of the Board of Directors