Annual Report Notice of 2019 Annual Meeting Proxy Statement CONTENTS

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Annual Report Notice of 2019 Annual Meeting Proxy Statement CONTENTS 2018 Annual Report Notice of 2019 Annual Meeting Proxy Statement CONTENTS About ION CEO Letter to Shareholders Around the globe, ION delivers the power of data-driven decision-making. Decisions Financial Highlights today are increasingly complex with huge amounts of data to comprehend. Leveraging innovative technologies, Notice of 2019 Annual Meeting ION translates raw data into actionable insights to enhance companies’ critical Proxy Statement decision-making abilities and returns. ION is focused on improving E&P decision- Form 10-K Report making, enhancing reservoir management and optimizing offshore operations. Learn more at iongeo.com VISION Our vision is to be the leading innovator in decision optimization, creating value for our customers, shareholders and employees. STRATEGY Our strategy is to develop and leverage innovative technologies, creating value through data capture, analysis and optimization to enhance critical decision-making, enabling superior returns. VALUES People Collaboration Innovation QHSE Results About ION Leveraging innovative technologies, ION creates value through data capture, analysis and optimization to enhance companies’ critical decision-making abilities and returns. ION offerings are focused on improving E&P decision-making, enhancing reservoir management and optimizing offshore operations. While ION’s traditional focus for its cutting-edge technology has been on the E&P industry, the company is diversifying its business into relevant adjacent markets such as offshore logistics, port management, harbor security, military and marine robotics. The business is comprised of three reporting segments: E&P Technology & Services, Operations Optimization and Ocean Bottom Integrated Technologies. E&P TECHNOLOGY & SERVICES The E&P Technology & Services segment creates digital data assets and delivers services that improve decision-making, mitigate risk and maximize portfolio value for E&P companies. The segment consists of three synergistic activities that are oen integrated to deliver value to clients: Imaging Services, E&P Advisors and Ventures. ION has one of the most technologically advanced imaging teams in the industry. Imaging Services combines leading technologies and experience to maximize image quality, delivering enhanced subsurface characterization. Raw data is transformed into subsurface images by applying a series of complex proprietary algorithms through ION’s highly efficient imaging platform. E&P Advisors help host governments, E&P companies and private equity firms make optimal decisions throughout the E&P lifecycle. The experienced staff provides technical, commercial and strategic advice to evaluate and market oil and gas opportunities and assets world-wide, sharing in the value we create. Ventures leverages the world-class geoscience skills of both the Imaging Services and E&P Advisors groups to create global digital data assets that are licensed to multiple E&P companies to optimize their investment decisions. The global data library consists of over 600,000 km of 2D and 224,000 sq km of 3D multi-client seismic data in virtually all major offshore petroleum provinces. OPERATIONS OPTIMIZATION Operations Optimization develops mission-critical subscription offerings and engineering services that enable operational control and optimization offshore. ION provides cutting-edge soware, systems and services for both towed streamer and ocean bottom seismic surveys. ION soware offerings leverage a leading data integration platform to control and optimize operations in real time. ION is a leading provider of offshore seismic navigation systems, Orca® and Gator™, as well as survey design soware, MESA®. The newest soware offering, Marlin™, supports a step change offshore as companies shi from traditional manual processes to digital solutions that enable better, safer decisions. Similar to air traffic control, Marlin is designed to maximize the safety and efficiency of offshore operations by integrating a variety of data sources (AIS, GIS, GPS, radar, satellite, MetOcean) with operational plans, creating an unparalleled picture of offshore operations to enhance decision-making. Devices develops intelligent equipment controlled by our soware to optimize operations such as our industry-leading positioning solution. Engineering Services experts help plan and optimize offshore projects and provide equipment maintenance and training to maximize value from our offerings. ION is pursuing additional opportunities for its core competencies and technologies in relevant adjacent markets. For example, the industry-leading compass is helping military Special Forces navigate underwater in GPS-deprived environments and acoustic technology is being leveraged to develop a novel underwater communication system that enables naval diver teams to send critical messages to each other. OCEAN BOTTOM INTEGRATED TECHNOLOGIES The use of ocean bottom seismic (OBS) continues to expand, driven by the need for higher quality data to make better reservoir development decisions. 4Sea®, ION’s next generation fully integrated ocean bottom nodal system, is designed to deliver a step change in economics, image quality, QHSE and final data delivery time, delivering superior OBS data faster for enhanced reservoir understanding and improved returns. 1 Letter to Shareholders R. Brian Hanson Dear Fellow Shareholders, President and Chief Executive Officer While we faced some unexpected geopolitical headwinds in activity resumes. Our 3D reimaging programs off shore Mexico 2018, we made signifi cant progress on our strategic objectives, and Brazil have been extremely successful. We expanded our positioning ourselves for success in 2019 and beyond. We cutting-edge full waveform inversion imaging capabilities and achieved our target number of sanctioned multi-client were awarded multiple large proprietary ocean bottom imaging programs, delivered on our higher return imaging strategy, contracts that leveraged these algorithms to produce sharper, and began diversifying our business into adjacent markets and more detailed reservoir images. We also largely completed commercializing our new ocean bottom technology, 4Sea. Our development on our next generation ocean bottom nodal eff orts to surgically invest in areas where capital is fl owing, such system, 4Sea, which has had strong client interest due to its as Mexico and Brazil, enabled our multi-client programs to far ability to dramatically improve the safety and effi ciency of ocean outperform typical historical returns. bottom imaging. In 2018, our fi nancial results continued to be driven by strong The second goal is to de-lever our balance sheet. The successful sales of our 3D multi-client reimaging programs as well as public equity off ering in February 2018 was a big step forward. A new 2D programs we launched during the year. 2018 revenues portion of the $47 million net proceeds were used to retire ION’s of $180 million were down 9% compared to last year. Adjusted third lien indentures of $28 million. Over the last three years, we EBITDA for the full year was $42 million. Net cash fl ows from have de-levered the business $61 million, from $183 million to operations were $7 million, compared to $28 million in 2017. Our $122 million. net loss was $71 million, or $(5.20) per share, compared to a net loss of $30 million, or $(2.55) per share in 2017. Our total liquidity Our third objective is to broaden and diversify our off erings into was $76 million at the end of the fourth quarter, an $8 million adjacent markets. The E&P industry is extremely cyclical and increase from one year ago. the combination of moving closer to the reservoir, de-levering, and moving into adjacent markets will position us better for We are highly focused and making good progress executing the next down cycle. We transformed our core command against the three primary long-term strategic objectives we and control platform to more broadly optimize a wide variety established in 2017. First, we shi ed our business closer to the off shore operations. This year we launched an enterprise version reservoir, where capital continues to fl ow more consistently in of Marlin that transitions from a services-led to an off -the-shelf downturns, while maintaining our exploration off erings for when solution. The So ware as a Service (SaaS) application runs in 2 the Cloud and is available via a web browser, enabling wider offerings to excel in adjacent markets such as the military and and more rapid take-up of Marlin by eliminating complex IT port management. We have made great strides in changing infrastructure and has already led to increased opportunities. the offshore paradigm from traditional manual processes to a We engaged consultants to help us strategically evaluate which smarter digital solution. In 2018, Marlin deployments nearly adjacent markets have the most potential. Outside of the E&P doubled again to 127 with 60 new deployments, building a space, we believe that’s port and harbor management for diverse portfolio of case studies where we added value across Marlin soware and the military for Devices’ technology. Our a vast array of operations. We are also commercializing new advanced marine sensing, positioning and communications technologies that should positively contribute to 2019. We Devices technology is already gaining traction in multiple military anticipate our soware business growing nicely in both core and applications. For example, we evolved our industry-leading adjacent markets, and our goal is to drive a significant amount compass from
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