2014 REGISTRATION DOCUMENT INCLUDING ANNUAL FINANCIAL REPORT CONTENTS Chairman’s Message 2 Key Į gures and highlights 4 ApplicaƟ ons & services 6 1 Persons responsible for the registraƟ on 18 Major shareholders 203 document 13 19 Related-party transacƟ ons 209 2 Statutory Auditors 15 20 Financial informaƟ on concerning 3 Selected Į nancial informaƟ on the Company’s assets and liabiliƟ es, for the Į nancial year ended Į nancial posiƟ on and results 217 on 31 December 2014 17 21 AddiƟ onal informaƟ on 249 4 Risk factors 21 22 Material contracts 259 5 InformaƟ on about the Group 39 23 Third party informaƟ on and 6 Overview of the acƟ viƟ es of the Group 45 statements by experts and declaraƟ ons of any interest 261 7 OrganisaƟ on chart 113 24 Publicly available documents 263 8 Property, plant and equipment 115 25 InformaƟ on on holdings 265 9 Review of Į nancial posiƟ on and results 117 APPENDIX 1 Concordance tables 267 10 Equity and cash 131 APPENDIX 2 11 Research and development, patents Social, environmental and societal and licences 137 data from the board of directors’ management report sƟ pulated in ArƟ cle R. 225-105-1 of the French InformaƟ on on trends and targets 145 12 Commercial Code 271 13 Income forecasts 149 APPENDIX 3 InformaƟ on for the Shareholders’ 14 AdministraƟ ve, management and MeeƟ ng sƟ pulated in ArƟ cle R. 225-83 supervisory bodies and general of the French Commercial Code 293 management 153 APPENDIX 4 Corporate Į nancial statements 15 CompensaƟ on and beneĮ ts 163 prepared in accordance with French GAAP 311 16 Board and management pracƟ ces 173 APPENDIX 5 17 Employees 193 Statutory Auditors’ report on the Į nancial statements prepared in accordance with French standards 331 PROFILE For over 50 years, GTT has been developing technological experƟ se in the liqueĮ ed natural gas industry (LNG). It is the world leader in containment systems for the transport and storage of LNG in cryogenic condiƟ ons, providing engineering services, consultancy, training, support, maintenance and technical studies . GTT oī ers proven technology, approved by all the main classiĮ caƟ on socieƟ es for the industry. These systems are conƟ nuously improved to meet its customers’ demands for operaƟ onal eĸ ciency and safety and to keep pace with changes in internaƟ onal mariƟ me regulaƟ ons. As part of its close support for its customers, GTT also conƟ nuously 227 develops its range of high value added services. million euros of revenues in 2014 GTT is heavily focused on innovaƟ on and runs its own tesƟ ng laboratory. The company does its own research and also builds partnerships with engineering companies, research insƟ tutes, laboratories and universiƟ es. Its substanƟ al porƞ olio of patents and conƟ nuous investment in R&D has earned GTT a 690 unique posiƟ on in the industry. They have allowed it to build trusƟ ng relaƟ onships and patents acƟ ve lasƟ ng partnerships with players throughout the LNG logisƟ cs chain: the world’s leading or being Į led shipyards, shipowners, terminal operators, classiĮ caƟ on socieƟ es and gas companies. Today, thanks to the know-how of its experienced team of engineers, GTT is well posiƟ oned to expand its oī ering into new and promising markets, providing bespoke Nearly technological and engineering soluƟ ons for mulƟ -gas vessels and small and mid- 25% scale carriers, as well as new applicaƟ ons for the market in bunkering, using LNG as a of operaƟ ng expenses devoted to R&D propulsion fuel. Pursuant to its General Regulations, including Article 212-13, the Autorité des Marchés Financiers (the “AMF”) registered the original version of this Registration Document in French on April 27, 2015 under No. R.15-022 . This document may only be used in connection with a fi nancial transaction if supplemented by an information notice authorized by the AMF . It has been drawn up by the issuer and its signatories are liable for its contents. It was registered in accordance with Article L. 621-8-1-I of the French Monetary and Financial Code after the AMF had checked that the document was clear and complete and the information it contained was consistent. This does not imply that the AMF has verifi ed the accuracy of the accounting and fi nancial items it contains. Copies of this registration document are available, free of charge, from the registered offi ce of GTT, 1 route de Versailles – 78470 Saint-Rémy-lès- Chevreuse, or on the website of the company (www.gtt.fr) and the Autorité des Marchés Financiers (www.amf-france.org). CHAIRMAN’S MESSAGE PHILIPPE BERTEROTTIÈRE TECHNOLOGIES LAUNCHED IN THE LAST THREE YEARS ACCOUNTED FOR AROUND “ THREE-QUARTERS OF GTT’S ORDER BOOK AT END-2014. THEY ARE THE REASON WHY GTT IS SO SOLIDLY POSITIONED IN ITS MARKET. „ How did GTT get on in 2014? Very well. GTT booked a record volume of orders, which were remarkable for their diversity. This underlines the c ompany’s ability to break into new markets, outside the traditional LNG carrier segment, our core business. For instance, we won our fi rst orders for ice-breaking LNG carriers and Very Large Ethane Carriers (VLECs). VLECs give us a stake in the highly promising segment of multi-gas transport. Earnings in 2014 were in line with the targets announced at the time of GTT’s Initial Public Offering . We have improved visibility with a 114 unit order book at end-December 2014, which means secure revenue of around 590 million euros by 2020. 2 2014 Registration Document - GTT www.gƩ .fr CHAIRMAN’S MESSAGE GTT is already solidly positioned in the Conrad Shipyard, one of the biggest yards in the US, LNG carrier segment. How do you plan to design and build LNG bunker barges and tanks for to reinforce your market positions? LNG powered vessels. GTT was solely responsible for designing the fi rst barge to be built and we have also Innovation is the key. At the end of 2014 we had 690 developed a highly innovative bunker mast , which patents either active or being filed. We devote nearly can transfer LNG to the customer’s vessel simply and 25% of our workforce and operating expenses to R&D to safely. This is an excellent demonstration of how we can make sure we are offering cutting edge technology and leverage our expertise to expand our range of activities. can meet the operational demands of our customers. Much of this R&D effort goes to continuously improve the performance of our existing systems. One example: What has changed for the c ompany our latest solutions reduce the boil-off rate of LNG since the stock market listing? during transport. This means significant savings for shipowners. We are also offering new services, including We are very proud of the initial public offering, which was an innovative monitoring system to help shipowners a success. Since then, we have seen a change in our manage the effects of LNG sloshing in the tanks of the shareholder structure, with the Singapore fund Temasek carriers a nd our new training service. All this innovation taking a 10% stake. Temasek is a long-term investor, is bearing fruit. Technologies launched in the last three whose geographical location and knowledge of the LNG years accounted for around three-quarters of GTT’s sector and the global shipping business is a perfect current order book . They are the reason why GTT is so fi t with the company’s strategy. As a listed company, solidly positioned in its market. with a free fl oat of nearly 50% and the support of GDF SUEZ, our controlling shareholder, we have gained extra momentum to consolidate our position as global leader What are your priority areas and develop our growth dynamic. for diversifi cation? It is less a case of diversifi cation than developing into So you are looking to the future adjacent areas. We have already done a lot of work on with confi dence? extending our containment applications into onshore tanks, offshore applications and multi-gas transport, and Exactly. We have a robust financial structure and a we have already won orders in all these segments. At robust business model. Looking beyond the short-term the same time, we are developing solutions for LNG as uncertainties, forecasts suggest demand for natural a propulsion fuel and small scale LNG carriers, whose gas will grow strongly over the coming decade. The growth is going to be driven by the need to move LNG resulting need for transport and storage will be massive, along coasts and up rivers and the development of the particularly as the source of LNG supply is shifting market for LNG as a propulsion fuel. This last has been towards the US while the bulk of demand is still in Asia. boosted, since 1 January 2015, by regulations on the The number of ships needed to supply LNG to Asia reduction of polluting emissions in Northern Europe from the Gulf of Mexico is three times that needed for and North America. GTT’s technologies are perfectly supply from Indonesia, for example. And, as regards our positioned to capture this potential. Look, for instance, development into new areas of liquefi ed gas, our route at the agreement just signed by GTT North America with map is ambitious but realistic. 2014 Registration Document - GTT 3 KEY FIGURES AND HIGHLIGHTS HIGHLIGHTS REVENUE (million euros) AND NET MARGIN (%) 3 February 2014 Initial public offering of GTT shares 227 on Euronext Paris Compartment A.