UNIVERSAL REGISTRATION DOCUMENT 2020 Including the Annual Financial Report CONTENT
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— UNIVERSAL REGISTRATION DOCUMENT 2020 Including the annual financial report CONTENT INTERVIEW WITH THE CEO 04 CGG AT A GLANCE 06 This Universal Registration Document can be consulted OUR STRATEGY 10 and downloaded from the website BUSINESS MODEL 12 www.cgg.com website GOVERNANCE 14 PRESENTATION OF THE CGG 2020 FINANCIAL STATEMENTS - 1 GROUP AND ITS ACTIVITIES 17 6 FINANCIAL INFORMATION ON THE 1.1 Objectives and strategy 18 COMPANY'S ASSETS, FINANCIAL 1.2 Business description 27 POSITON AND RESULTS 193 1.3 Research and development 32 6.1 2019-2020 CGG consolidated 1.4 Investing activities 33 financial statements 194 1.5 Selected financial data 34 6.2 2019-2020 statutory financial CGG SA 268 1.6 CGG main locations 35 statements of 1.7 CGG organization 38 INFORMATION ON SHARE CAPITAL, 1.8 Recent events 40 7 SHAREHOLDERS RISK FACTORS AND GENERAL MEETINGS 271 2 AND INTERNAL CONTROL 41 7.1 Shareholding 272 7.2 Stock market information 275 2.1 Internal control components leading to an integrated 7.3 Financial communication policy 277 approach to Risk Management 42 7.4 Distribution of earnings – 2.2 Main Risk Factors and Control Dividends 278 Measures 48 7.5 General information on 2.3 Insurance 70 the Company’s share capital 279 2.4 Litigation 71 7.6 General information on the Company’s General Meetings 287 2.5 Regulatory environment 72 STATEMENT ON NON-FINANCIAL 8 ADDITIONAL INFORMATION 293 3 PERFORMANCE 73 8.1 Information on the Company 294 295 3.1 CGG’s non-financial risks 8.2 Material contracts and opportunities 74 8.3 Related party transactions 296 3.2 Human resources 75 8.4 Auditors 296 3.3 Social matters 79 8.5 Publicly available documents 296 3.4 Innovation and customer 8.6 Persons responsible satisfaction 82 for the present Universal 3.5 Environmental performance 88 Registration Document 297 8.7 Concordance 3.6 Reporting scope and method 91 tables 298 3.7 Indicators 91 3.8 Independent third party’s report on consolidated non-financial statement presented in the management report 94 APPENDIX 309 Charter of the periodic assessment 4 CORPORATE GOVERNANCE 97 process of agreements relating 4.1 Governance 98 to usual operations and entered into under normal conditions 310 4.2 Remuneration 131 OPERATING AND FINANCIAL 5 REVIEW 177 5.1 Operating and financial review 178 5.2 Information on the use of financial instruments 190 5.3 Subsidiaries main aggregates 191 UNIVERSAL REGISTRATION DOCUMENT 2020 WWW.CGG.COM UNIVERSAL REGISTRATION DOCUMENT 2020 Including the annual financial report A unique range of geoscience technologies and solutions This Universal Registration Document was filed on March 5, 2021 with the Autorité des Marchés Financiers (AMF), as competent authority under Regulation (EU) 2017/1129, without prior approval pursuant to article 9 of said regulation. The Universal Registration Document may be used for the purposes of an offer to the public of financial securities or admission of financial securities to trading on a regulated market if completed by a securities note and, if applicable, a summary and any amendments made to the Universal Registration Document. The complete package of documents is approved by the AMF in accordance with Regulation (EU) 2017/1129. This Universal Registration Document is available at no charge upon request to the Company's registered address, as well as on the website of the AMF (www.amf-france.org) and on CGG's website (www.cgg.com). UNIVERSAL REGISTRATION DOCUMENT 2020 01 Pursuant to Article 19 of Regulation (EU) 2017/1129, the following information: — for fiscal year 2019: Group consolidated financial statements and Statutory Auditors’ report on the consolidated financial statements for the year ended December 31, 2019, Company statutory financial statements and Statutory Auditors’ report on the Company statutory financial statements for the year ended December 31, 2019, as well as the financial information included in management report, as presented in the Universal Registration Document filed with the AMF (French financial markets authority) on April 14, 2020, under number D.20-0293; and — for fiscal year 2018: Group consolidated financial statements and Statutory Auditors’ report on the consolidated financial statements for the year ended December 31, 2018, Company statutory financial statements and Statutory Auditors’ report on the Company statutory financial statements for the year ended December 31, 2018, as well as the financial information included in management report, as presented in the Reference Document filed with the AMF (French financial markets authority) on April 5, 2019, under number D.19-0279, is incorporated by reference into this Universal Registration Document. This is a translation into English of the (universal) registration document of the Company issued in French and it is available on the website of the Issuer. In all matters of interpretation of information, views or opinions expressed therein, the original French language version takes precedence over this English one. 02 UNIVERSAL REGISTRATION DOCUMENT 2020 WWW.CGG.COM FORWARD-LOOKING STATEMENTS This Universal Registration Document (the "Document") includes “forward-looking statements”, which involve risks and uncertainties, including, without limitation, certain statements made in the sections entitled 1.1 “Objectives and strategy”, 1.2 “Business description”, and 5 “Operating and Financial Review”. You can identify forward-looking statements because they contain words such as “believes”, “expects”, “may”, “should”, “seeks”, “approximately”, “intends”, “plans”, “estimates”, or “anticipates” or similar expressions that relate to our strategy, plans or intentions. These forward-looking statements are subject to risks and uncertainties that may change at any time, and, therefore, our actual results may differ materially from those that we expected. We have based these forward-looking statements on our current views and assumptions about future events. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and, of course, it is impossible for us to anticipate all factors that could affect our actual results. All forward-looking statements are based upon information available to us on the date of this Universal Registration Document. Important factors that could cause actual results to differ materially from our expectations (“cautionary statements”) are disclosed under section 2.2 “Main Risk Factors and Control Measures” and elsewhere in this Universal Registration Document, including, without limitation, in conjunction with the forward-looking statements included in this Universal Registration Document. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. In addition, in light of these risks, uncertainties and assumptions, the forward-looking events discussed in this Universal Registration Document might not occur. When considering forward- looking statements, you should keep in mind the risk factors and other cautionary statements included in this Universal Registration Document, including those described in section 2.2 “Main Risk Factors and Control Measures” of this Universal Registration Document. UNIVERSAL REGISTRATION DOCUMENT 2020 03 MESSAGE FROM CEO SOPHIE ZURQUIYAH WE COMBINE HUMAN INGENUITY, DATA AND NEW TECHNOLOGY TO UNDERSTAND AND SOLVE THE WORLD’S NATURAL RESOURCE, ENVIRONMENTAL AND INFRASTRUCTURE CHALLENGES FOR A MORE SUSTAINABLE FUTURE Business continuity was our second priority, and How did CGG navigate through 2020? with our global CGG Cloud and High Performance 2020 was a challenging year, and certainly not Computing network, our teams worldwide were able expected. Following our CGG 2021 strategy to to effectively switch, almost overnight, to working transition to an asset light people, data and remotely where possible. With our focus on core technology company, which was ahead of schedule basins globally and the technology required to with most achieved by early 2020, we were shaping support development and production, we saw the new CGG for another year of growth, supported minimal postponement of current projects and by solid backlog across our businesses. were able to deliver our Geoscience projects on Then the global COVID-19 pandemic and subsequent time with the highest quality standards, despite rapid drop of oil price signifi cantly impacted the oil adverse conditions. All our multi-client programs & gas industry, severely degrading our business including in Brazil, North Sea, US and Australia environment. E&P Capex was reduced by an overall maintained client interest, were well executed and 25-30%, as many E&P companies paused activity in did not experience any signifi cant interruptions. all but their core producing areas as they developed Our manufacturing sites were able to maintain plans to address the situation. production, with minimum down time, and met client demand. We took rapid action as early as April to align to the new environment, reducing our spending and making adjustments as required. With COVID-19, What are the lessons learnt from 2020? our priority during the year was on the health and The resilience and ingenuity of our people, and their safety of our employees and all stakeholders. We ability to maintain business continuity through the had a very limited number of confi rmed COVID-19 challenges was impressive, our business continuity cases and no clusters in our offi ces, data centers and was