UNIVERSAL

REGISTRATION
DOCUMENT 2021
Including the annual financial report
content
INTERVIEW WITH THE CEO 4
CGG AT A GLANCE 6
OUR STRATEGY 10 This Universal Registration
Document can be consulted
BUSINESS MODEL 12 and downloaded from the website
GOVERNANCE 14 www.cgg.com

PRESENTATION OF THE CGG GROUP 2021 FINANCIAL STATEMENTS -

1 AND ITS ACTIVITIES 17 6 FINANCIAL INFORMATION ON THE
1.1 Objectives and strategy 18 COMPANY’S ASSETS, FINANCIAL
1.2 Business description 26 POSITON AND RESULTS 175
1.3 Research and development 29 6.1 2020-2021 CGG consolidated financial
1.4 Investing activities 29 statements 176
1.5 Selected financial data 30 6.2 2020-2021 Statutory financial
1.6 CGG organization 32 statements of CGG SA 248
1.7 Recent events 34
INFORMATION ON SHARE CAPITAL,
RISK MANAGEMENT 7 SHAREHOLDERS
2 AND INTERNAL CONTROL 35 AND GENERAL MEETINGS 253
2.1 Internal control components leading 7.1 Ownership of share capital 254
to an integrated approach to risk 7.2 Distribution of earnings - dividends 257
management 36 7.3 General information on the Company’s
2.2 Main risk factors and control measures 41 share capital 258
2.3 Insurance 56 7.4 General information on the Company’s
2.4 Legal and arbitration proceedings 57 General Meetings 262
2.5 Regulatory environment 58

ADDITIONAL INFORMATION 267

3
STATEMENT ON NON-FINANCIAL
PERFORMANCE 59
8 8.1 Information about the Company 268
8.2 Material contracts 269
3.1 CGG’s non-financial risks and opportunities 60 8.3 Related party transactions 269
3.2 Human resources 61 8.4 Statutory Auditors 269
3.3 Social matters 66 8.5 Publicly available documents 269
3.4 Innovation and customer satisfaction 69 8.6 Persons responsible for this Universal
3.5 Environmental performance 75 Registration Document 270
3.6 EU Green Taxonomy 78 8.7 Cross-reference tables 271
3.7 Reporting scope and method 81
3.8 Indicators 81
3.9 Independent third party’s report on
consolidated non-financial statement
presented in the management report 84

CORPORATE GOVERNANCE 87
4 4.1 Governance bodies 88
4.2 Remuneration 119

OPERATING AND FINANCIAL REVIEW 159

5 5.1 Operating and financial review 160
5.2 Information on the use of financial
instruments 172
5.3 Subsidiaries main aggregates 173
UNIVERSAL
REGISTRATION
DOCUMENT 2021
Including the annual financial report

A unique range of geoscience

technologies and solutions

This Universal Registration Document was filed on March  11, 2022 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).
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.
This Document has been prepared in both French and English. However, in all matters of interpretation of information, views or
opinions expressed therein, the original French language version takes precedence over this English one.

1
 Pursuant to Article  19 of Regulation (EU)  2017/1129, the following information is incorporated by reference into this Universal
Registration Document:
● for fiscal year 2020: Group consolidated financial statements and Statutory Auditors’ report on the consolidated financial statements
for the year ended December  31, 2020, 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 March 5, 2021,
under number D.21-0099; and
● 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.

2
 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”. These forward-looking statements may be identified by
the use of 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, the Company's actual results may differ
materially from those expected. These forward-looking
statements are based on the Company's views and assumptions
about future events. While the Company believes that these
assumptions are reasonable, it is very difficult to predict the
impact of known factors, and, of course, it is impossible to
anticipate all factors that could affect the Company's actual
results. All forward-looking statements are based upon
information available to the Company on the date of this
Document.
Important factors that could cause actual results to differ
materially from the Company's expectations (“cautionary
statements”) are disclosed under section 2.2 “Main Risk Factors
and Control Measures” and elsewhere in this Document,
including, without limitation, in conjunction with the forward-
looking statements included in this Document.
Neither the Company nor any of its subsidiaries assumes any
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
Document might not occur. When considering forward-looking
statements, you should keep in mind the risk factors and other
cautionary statements included in this Document, including
those described in section  2.2 “Main Risk Factors and Control
Measures” of this Document.

3
 MESSAGE
FROM CEO

SOPHIE ZURQUIYAH

How did CGG navigate through 2021?

2021 was a turning point for us on many fronts: after a slow first half of
the year, and a gradually improving second half, our core businesses are
now on a path to improve their performance moving forward, supported
by a positive macro-environment, and we have taken the steps required
to structure and accelerate our initiatives that will enable us to develop
new businesses beyond our core areas.
We articulated our carbon footprint reduction plans and committed to
net zero emissions of Scope 1 and 2 by 2050, which we hope to achieve
well before that. The most important element of this commitment is
the energy that we use in our data centers and their efficiency; we have
set targets to switch to green energy and improve efficiency over the
years. We have achieved an MSCI rating of AA, which puts us amongst
the best energy services companies.
The year 2021 unfolded as we had anticipated. Throughout the first
half of the year our customers’ activity was very similar to that of 2020,
the International Oil Companies maintaining their spending discipline,
while the National Oil Companies and the Large Independents remained
more active. The second half of the year saw a significant improvement,
with a favorable economic environment supported by the high price
of hydrocarbons. Clearly, our client’s investment priority is towards
short-cycle projects with the best economics and lowest GHG emissions
footprint, which mainly target development and production in their core
areas. Despite the very strong macro environment and many calling for
the beginning of a mega cycle given the lack of investments, our clients
have remained very financially disciplined, but I believe the macro trends
will eventually translate into increased spending, including Exploration.
In March 2021, CGG successfully refinanced its debt and simplified
its capital structure with a refinancing of $1.2 billion in EUR and USD.
The Geoscience business began to recover in the second half of the
year and remained stable year over year with increased demand
for our superior technologies and services in geologically complex
subsurface areas. Multi-client data sales were down 19% year-on-
year despite a high level of pre-funding of our programs at 89%.
We were active in Norway and Brazil and invested around $168 million
in Capex. After sales suffered from the lack of licensing rounds and
reduced Exploration spend, however showing a strong recovery
in the 4th quarter. Our Equipment business recorded very strong
growth at 23% with significant sales in the Middle East, North Africa
and Russia.

4
 MESSAGE FROM CEO

MESSAGE DU DIRECTEUR GÉNÉRAL

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.”

Finally, in 2021, the CGG Group will have generated $19 million in In 2021, we set up the organization and the teams to organically develop
net cash before refinancing cash costs, which is an achievement in and offer a range of solutions in these Beyond the Core sectors to our
a difficult year. clients. In 2021, these new businesses were launched and represent
today approximately 5% of our revenue. This is a solid starting point to
grow from, especially knowing that growth rates in these targeted new
What is your assessment of CGG’s technological markets are multiples of the growth rates of our core traditional markets.
developments?
I believe we continue pushing the envelope of what is feasible and
How is the year 2022 looking?
constantly deliver to our clients better and better images of the
subsurface that differentiate CGG in the market. Beyond the pure Our macro environment is improving as we are heading into a favorable
technology, we are recognized for our dependability and excellence cycle with high oil and gas prices due to the lack of recent investments
in service delivery. by the oil and gas companies. Even though financial discipline and
addressing energy transition remain their priorities, our clients will have
In both Imaging and Equipment, CGG is the technological leader.
to accelerate spending to meet the recovery in demand for hydrocarbons.
For all our clients’ activities aimed at optimizing production from their
Geoscience should still be supported by the focus on near-field
current reservoirs and meeting the growing demand for hydrocarbons,
exploration, production optimization and the increase in new field
CGG’s high-end technology is the clear choice of our clients, and always
developments. Equipment will benefit from acquisition service
a key part of the value chain.
companies becoming healthier as the business environment improves.
And finally, as demonstrated in Q4 2021, there will eventually be a
The energy transition is a major topic. How does CGG regained interest in multi-client data as the E&P companies need to
tackle this challenge? reload their portfolios of exploration opportunities.

With our technologies and expertise in the field of algorithms, data, CGG is as focused as ever and providing high value to our clients, and
digitalization, HPC capacity of around 300 petaflops, smart sensors I am confident that with the 3,300 women and men of CGG, we will
and acquisition solutions, along with our earth subsurface library of capture our core market improvements and successfully position the
more than 1.3 million square kilometers, CGG has significant assets company for energy transition and long term growth.
to participate in the energy transition and has been active in most of
these areas for decades.
Sophie Zurquiyah
We include in energy transition CCUS, Geothermal, and Mining, CEO
which all carry similar characteristics to oil & gas, requiring a precise
understanding of the subsurface and subsequent sensor or satellite
monitoring solutions to detect changes.
Beyond energy transition, we looked at adjacent businesses where we
could use our leading technologies such as in the digital, environmental
and infrastructure monitoring or defense sectors. In Digital, we offer our
high-performance computing cloud to external clients; in Monitoring,
we extract insights from our sensors, satellite imaging and other data
sources, to monitor environmental concerns such as pollution, or the
health of infrastructure such as bridges or railways where we can
provide information that can anticipate mechanical failures before
they happen.

5
CGG AT A GLANCE
September
2021 _ 06
Key Operational Sercel Awarded Major Seismic
Equipment Contract in North Africa.

Highlights CGG announced the award to Sercel of

April a major contract to supply land seismic

equipment for a 3D mega-crew survey in
North Africa.
_ 03
CGG and dCarbonX Sign Strategic
Agreement for Decarbonisation
Exploration. CGG has signed a
strategic agreement to support
dCarbonX in the subsurface
assessment of its operated clean

January
energy projects offshore Ireland and
the UK (which include geothermal
energy and storage sites for CO2,
hydrogen and ammonia).
_ 01
CGG Commits to Carbon Neutrality
by 2050. Aligned with the company’s
longstanding commitment to act
responsibly and minimize the impact of

July
its activities on the environment, in every
sector of its business, CGG has announced

October
its pledge to become carbon neutral by
2050 in scopes 1 & 2 of the Greenhouse
Gas (GHG) Protocol. _ 04
Sercel Makes First Major Sale of
GPR300 - Seabed Nodal Solution. CGG
_ 07
announced the first major sale by Sercel CGG, PGS and TGS Announce Versal,
of its recently launched GPR300 seabed a Unified Ecosystem for Accessing
nodal solution to BGP Inc., a worldwide Multi-Client Seismic Data across
major geophysical service provider. The Multiple Vendors. Versal – a unified
sale includes 18,000 nodes that will be seismic data ecosystem provides access
deployed in Q4 2021 on a large-scale, to three of the world’s largest multi-client
long-term, multi-vessel operation in the libraries via a single log-in.
Middle East region.

March
_ 02
November
CGG Extends Northern Viking Graben _ 08
Dual-Azimuth Multi-Client Survey.
CGG announced phase two of its multi- _ 05 CGG Delivers New Multi-Client
Screening Study for CO2 Storage Sites
client 3D survey in the Northern North CGG Sells its GeoSoftware Business in UK and Norway Northern North
Sea, which will expand on the phase to Topicus.com and Vela Software. Sea. CGG has released a new GeoVerse™
one acquisition initiated in 2020 to add CGG and Topicus.com Inc. (“Topicus”) Carbon Storage screening study to
a second azimuth over CGG’s existing (TSXV: TOI) announced an agreement for support CCUS operators in quickly
Northern Viking Graben (NVG) multi-client the sale of GeoSoftware business was identifying suitable CO2 storage sites in a
3D survey and extend coverage into the concluded. region extending over CGG’s North Viking
UKCS. The survey is supported by industry Graben 3D seismic dataset, including
pre-funding. areas in both UK and Norwegian waters.

6
 CGG AT A GLANCE

Activities
CGG (www.cgg.com) is a global geoscience technology leader. Employing around 3,300 people
worldwide, CGG provides a comprehensive range of data, products, services and equipment
that supports the discovery and responsible management of the Earth’s natural resources.

01 Geoscience 03
As recognized leaders in advanced subsurface imaging, our experts bring a collaborative approach to
problem‑solving. Our global network of 23 data imaging centers provides region-specific expertise,
Equipment
outstanding service and remarkable technology in every image. We provide integrated reservoir
characterization services and innovative solutions for complex E&P challenges. Our comprehensive Through its subsidiary Sercel,
portfolio of geoscience services brings valuable insight to all aspects of natural resource exploration CGG offers a full spectrum of
and development, helping to reduce drilling risk and build better reservoir models. We develop systems, sensors and sources for
sophisticated algorithms and intuitive interfaces to deliver powerful reservoir answers from seismic acquisition and downhole
geophysical data at every stage from exploration to production. We typically invest 10% in R&D. monitoring. Sercel sells its
We have a high market share and are highly differentiated. equipment and offers customer
support services including training
on a worldwide basis. Sercel
TOTAL TOTAL COMPUTING manufactures in its six seismic
PRODUCTION (in $m) PRODUCTION/HEAD (in $k) POWER (Pflops) equipment manufacturing facilities a
wide range of geophysical equipment
460 435 238 277
for land and marine seismic data
272 291
acquisition, including seismic
recording equipment, software
328 309 328 328
and seismic sources. Sercel is the
market leader in seismic equipment
132 126 design, engineering, manufacturing
2020 2021 2020 2021 2020 2021
and support.
Internal production
TOTAL PRODUCTION
External revenue
(in $m)

291 357

02 Multi-client
17
15

11
We invest in a portfolio of geographical opportunities to build a geoscience database and thrive to 101
14
achieve a high prefunding for our new projects. We typically invest in the range of $200 million in
our surveys. At the end of 2021, we had over 1.2 million square kilometers of high-end offshore, over
100,000 square kilometers of high-end onshore unconventional seismic data in the most prolific 50
basins around the world. We own marketing rights to the data for a period of time and sell licenses
to use this data to named clients who generally use it for reservoir exploration and development.

DATA LIBRARY NBV REGIONAL SPLIT MULTI-CLIENT MULTI-CLIENT CAPEX

AS OF 31/12/2021 REVENUE (in $m) 216 223
(in $m)

North & 340 276 239 168

South US Land
America 14% 127
49% 126 328

Europe - 213 150

Africa 2020 2021
Others 2020 2021 2020 2021
20% 17% Land Downhole
Prefunding Marine Others
After-sales

7
 CGG AT A GLANCE

INDICATORS AS OF 31/12/2021

KEY FINANCIAL INDICATORS

941
955 in 2020
Segment
revenue
(in million dollars)

2.9
2.8 in 2020
337
403 in 2020
Net Debt/ Adjusted Segment
Segment EBITDAs EBITDAs
(in million dollars)

78
50 in 2020
19
-247 in 2020
Adjusted Segment Net Cash Flow before
Operating Income refinancing fees
(in million dollars) (in million dollars)

8
 CGG AT A GLANCE

NON-FINANCIAL INDICATORS

3,312
Africa, Asia, North South
Europe Middle-East America America

54% 23% 19% 4%

3,890 in 2020

Headcount Revenue breakdown per region

291
272 in 2020
1.35 45
1.32 in 2020 53 in 2020
Computing Power Energy efficiency Direct and indirect
(Pflops) (Pflops) greenhouse gas
emissions (ktCO2eq)

574
ESG Rating Age and 535
545

seniority
structure

AA
401
382 382

228

by MSCI 202

63
40-44

45-49

50-54
30-34

55-59
25-29

35-39

≥ 60
< 25

9
 OUR STRATEGY
Our strategy is to deliver the leading technology, data, equipment and services that help
our  industry to discover and responsibly manage the Earth’s natural resources. We provide
the best understanding of the subsurface – always increasing the precision and the value
that we bring to the Exploration, Development and Production value chain.that supports
the discovery and responsible management of the Earth’s natural resources.

We are the People, Data and Technology Company with established and strong leadership positions in our three core businesses
of  Geoscience, Multi-Client and Equipment, and will actively preserve and work to expand our leadership. This requires focus
on our clients and constant willingness and aspiration to exceed their expectations.
CGG’s strategy has four clear objectives:

4 clear objectives
01
Ensuring profitability through the cycles
First and foremost, we need to ensure that our Group generates positive net cash flow
throughout industry cycles. The most significant decision we have taken in our new strategy is
to transition to an “asset-light” business model, which is why CGG has exited its marine, land
and multi-physics acquisition business.

02
Strengthening our core value‑add profitable businesses
Secondly, we must reinforce our businesses that are already performing well and capitalize on our
capabilities and expertise so that CGG can grow in an improving market. CGG will continue to invest
in human capital and R&D, specifically in development of algorithms, software and high-power
computing and data management infrastructure, to further strengthen our Geoscience activities
that continue to maintain leading market share and margins during this downturn as a result of
their technology differentiation that clients recognize and value. We will also continue to pursue
our investment strategy of the Multi-Client business, which has also always performed well. In
Equipment, we continue to lead the market as a result of our continuing investments in R&D.

03
Growing the business, profitably and organically
Thirdly, we need to build on these core businesses to deliver profitable organic growth, either
from our existing capabilities or in the new markets adjacent to the ones we operate today,
such as digital technologies, application of data analytics, machine learning and artificial
intelligence, and structural health monitoring.

04
Leveraging our expertise and core technologies
into other domains
Last but not least, we want to diversify our core expertise and leading capabilities outside
the traditional oil & gas business. We are considering extending from our core businesses,
leveraging our core capabilities and extending in the areas where our clients are growing.

To conclude, we want to ensure that CGG has a sustainable and promising future for all its stakeholders.

10
 OUR STRATEGY

Our Environment and Climate Strategy

The health of the environment  We always act responsibly and abide by all applicable
and climate is critical to environmental laws
the well‑being of people
and communities globally.  We continue to advance our technology and services
We pledge to carbon neutrality to enable our clients to sustainably and responsibly discover,
by 2050 by lowering our direct develop and manage the Earth’s natural resources
emissions (Scope 1 & 2) to the
lowest practical level and by  We continue to advance our data collection capabilities
bridging the gap to zero emission to best measure, monitor and continuously reduce our impact
by way of carbon credits only
if they are originating from
 We commit to improving our power usage efficiency,
our own activity. increasing the low-carbon content of our energy supply, and
To best protect the environment, reducing our GHG emissions
climate and the communities
where we operate:  We encourage and support our businesses,
all employees and locations globally to find and take
specific actions that support the health of the environment,
climate and the communities where we operate

With an intermediary
milestone in 2030
with a target
REDUCTION
OF 50%
of our direct emissions

11
 BUSINESS MODEL
CGG: People, data and technology – delivering geoscience leadership

Providing a comprehensive range of data, technology, products and solutions that supports the discovery
and responsible management of the Earth’s natural ressources.

CAPITAL OUR VALUES

Financial
— Equity: $1.006 bn
— Net Debt: $989 m
— Liquidity: $419 m HSE PEOPLE INNOVATION
— Capital employed: $1.996 bn

Industrial
— Manufacturing sites: 6
— Imaging centers: 23
GEOSCIENCE
— Datacenters: 3 Developing high-end geoscience expertise and technology
for advancing understandings of the earth’s subsurface

Imaging & Services

Human
— Permanent employees: 3,312 Excellence in technology, HPC IT,
quality and service
— Diversity:
— Nationalities: 77
— G ender equality
index W-M: 85/100

Intellectual
EQUIPMENT
— R&D Investment: $65 m
— Employees in R&D: 411 Hi-tech equipment for collecting information
about the earth’s subsurface

Products & Solutions

Social
— Code of Business Conduct: Yes Excellence in technology, reliability,
— Independent Board manufacturing and service
members: 87.5%

Natural
ts
— Energy consumption
— S  ercel : 23.6 GWh u
— D  atacenters: 72 GWh I np

12
 BUSINESS MODEL

VALUE CREATION

ts
pac
Im Financial
— % of Segment Revenue growth:
-1%
SOCIAL — % of Segment Ebitdas margin: 37%
QUALITY
RESPONSABILITY — Net cash flow: $19 m

Industrial
— Production/head: $277 K
— Numbers of k. channels
delivered: 337
— Number of sections delivered: 333

D ATA L I B R A R Y
Building and offering a global high quality library Human
of geologic and geophysical data in mature and — Employees with more than
producing sedimentary basins 5 years of seniority: 77%

Data & Studies

Excellence in global coverage, technology and quality

Intellectual
— Patents: 897
— Kimberlite ranking: CGG #1

Social
— ESG Rating by MSCI: AA

MARKET EXPECTATIONS Natural

— Direct & Indirect GHG emissions
To efficiently and responsibly solve complex (excluding Scope 3):
natural resource, environmental and — Scope 1: 2 kt eq. CO2
infrastructure challenges. — Scope 2: 43 kt eq. CO2
— Power efficiency (PUE): 1.35
— % of revenues dedicated to
sustainable activities: 7.8%

13
 GOVERNANCE
Chaired by Philippe SALLE, the Board of Directors determines the orientations of the Company’s
and the Group’s activities and ensures their implementation in accordance with its corporate
interest, taking into consideration the social and environmental issues of its activity.

The functioning of the Board is governed by the Internal Regulations of the Board of Directors, which are available on the Company’s
website (www.cgg.com).

Sophie ZURQUIYAH* Philippe SALLE Michael DALY Patrick CHOUPIN

CEO and Director Chairman of the Board Director Director representing
End of term of office: GM 2022 End of term of office: GM 2025 End of term of office: GM 2025 the employees
End of term of office: GM 2025 (1)

9 13 meetings
(vs. 8 meetings in 2020)

Directors
96.5% Anne-France
87.5% of members are independent attendance rate LACLIDE-DROUIN
62.5% of members are women (vs. 100% in 2020) Director
End of term of office: GM 2025
(vs. 7 in 2019) (vs. 97% in 2019)

Heidi PETERSEN Colette LEWINER Mario RUSCEV Helen LEE BOUYGUES

Director Director Director Director
End of term of office: GM 2024 End of term of office: GM 2023 End of term of office: GM 2023 End of term of office: GM 2024

* Director whose mandate is proposed for renewal   Audit and Risk Management Committee
at the 2022 General Meeting   Appointment, Remuneration and Governance Committee
Independent Director   Investment Committee
  HSE/Sustainable Development Committee
  Chair of the Committee

(1) Patrick CHOUPIN is a director representing the employees, appointed by the Group Committee, in accordance with Article 8 of the Company’s Articles of Association. He was
elected on April 6, 2021 in replacement of Patrice GUILLAUME and took function as from May 12, 2021.

14
 A GOVERNANCE FOCUSED ON SHAREHOLDER VALUE CREATION

Board committees to respond to the Group’s strategic challenges

To ensure the proper professional conduct of the Company, the Board relies on the work of specialized Committees.
The Committees oversee the Group’s activities in their area of competencies, guarantee that high level risks are identified
and managed, and work closely with the Group’s General Management.

Audit and Risk Appointment, HSE/Sustainable Investment

Management Remuneration Development Committee
Committee and Governance Committee
Committee

7
meetings
5
meetings
3
meetings
3
meetings

100%
attendance rate
95%
attendance rate
100%
attendance rate
91.6%
attendance rate

100%
of independence
100%
of independence (1)
100%
of independence (2)
100%
of independence

3
members
4
members
3
members
4
members

(1) 75% if the Director representing the employees is included in the calculation.
(2) 66.67% if the Director representing the employees is included in the calculation.

A diversity of profiles, skills and expertise within the Board of Directors (1)

The Board of Directors considers that diversity of its membership is key to ensure a good performance. Diversity
is applied to gender, age, independence, nationalities and skills.

Gender balance Age Skills

Men > 70 < 50

37.5% 12.5% 12.5%
Energy, oil and gas

Innovation, Digitalization, Technology, IT

Human Resources & Governance

Director of listed companies

Strategy

International experience
Finance

Average age:
60.87
years old

Women 60-70 50-60

62.5% 37.5% 37.5%

Independence Nationalities
Independent Norway
87.5% 12.5% France*
UK 50%
12.5%

USA*
25%
100%

100%

50%

88%
75%

75%

75%

Non independent
12.5% * For the purpose of this chart, Sophie ZURQUIYAH
and Mario RUSCEV have been accounted for in both
“France” and “USA” as they have both nationalities.

(1) It shall be noted that Patrick CHOUPIN, as Director representing the employees, has not been taken into account when determining the above figures as this diversity policy
should only target Directors elected by the shareholders, based upon the Board’s proposal.

15
16
 1
PRESENTATION OF THE CGG GROUP
AND ITS ACTIVITIES
1.1 OBJECTIVES AND STRATEGY 18 1.3 RESEARCH AND DEVELOPMENT 29
CGG Overview 18 1.3.1 Technology strategy 29
1.1.1 Market environment and client needs 19 1.3.2 2021 Innovation highlights 29
1.1.2 Financial difficulties relating
to the unprecedented crisis affecting the oil 1.4 INVESTING ACTIVITIES 29
and oil-services industries 20
1.1.3 Significant events in the course
of 2020 and 2021 21
1.5 SELECTED FINANCIAL DATA 30
1.1.4 A strategy based on growing core highly
differentiated businesses and accelerating 1.6 CGG ORGANIZATION 32
growth of beyond the core initiatives 23 1.6.1 Organization chart 32
1.1.5 Financial and non-financial 2022 outlook and 1.6.2 Intra-group transactions 34
objectives 25
1.7 RECENT EVENTS 34
1.2 BUSINESS DESCRIPTION 26 1.7.1 Binding offer for the sale and leaseback
1.2.1 Geology, Geophysics & Reservoir (GGR) 26 of its headquarter building 34
1.2.2 Equipment 27 1.7.2 Ukraine invasion 34

17
1 PRESENTATION OF THE CGG GROUP AND ITS ACTIVITIES
Objectives and strategy

1.1 OBJECTIVES AND STRATEGY

CGG Overview
CGG (www.cgg.com) is a global geoscience technology leader. After a successful year in 2019, with CGG’s financial results above
Employing around 3,300  people worldwide, CGG provides a market expectations and a strengthening of demand for
comprehensive range of data, products, services  and equipment geoscience services and solutions, the economic crisis triggered
that support the discovery and responsible management of the by the Covid-19 pandemic, together with the drop in demand for
Earth’s natural resources. oil and gas and the increase in their supply and the subsequent
fall in oil price, dramatically affected our market in 2020. Globally,
CGG  SA (referred to hereafter as the “Company”), the parent our clients reduced their exploration and production (E&P)
company of the CGG group (the “Group”, which collectively refers spending in the range of 30%, requiring a re-evaluation and
to the Company and its subsidiaries), was founded in 1931 to readjustment of our organization to adapt to this reduced level of
market geophysical techniques that could be deployed to detect activity.
the presence of natural resources in the Earth’s subsurface. Since
then, the Company gradually specialized, becoming a provider of Since the summer of 2021, the macro-environment clearly
seismic techniques applied to the exploration and production of oil strengthened, with Brent oil price remaining above US$70/bbl.
and gas, while continuing to remain active in other geophysical However, the International Oil Companies maintained capital
disciplines. discipline despite higher cash flow generation in 2021.
Its Sercel subsidiary was founded in 1960 to meet the Group’s CGG is organized in two segments:
requirements for seismic recording equipment. Most notably, ● Geology, Geophysics &  Reservoir (GGR), including Geoscience
Sercel launched the SN  348 digital recording system, which (Subsurface Imaging, Geology, Reservoir, GeoSoftware and
became the industry’s system of choice in the 1980s. Smart Data Solutions, as well as Technology Function), and
The Company has been listed on Euronext Paris since 1981. The Multi-Client (“MC”, including our seismic and geologic data
Company’s American Depositary Shares were listed on the New library); and
York Stock Exchange from 1997 until 2018 and now trade over the ● Equipment, which includes the following business equipment
counter  (see section  7.1.1. of this Document for additional activities: Land, Marine, Ocean Bottom, Borehole and Non
information relating to our American Depositary Receipt ). Oil  and Gas Equipment under the brands of Sercel, Metrolog,
GRC and DeRegt.
In the 1980s and 1990s, Marine Seismic activity expanded
significantly. This growth in the marine seismic market, combined As a result of the announcement of our CGG 2021 Strategy to exit
with the arrival of new competitors offering geophysical services the Contractual Data Acquisition segment in November  2018,
and equipment had a significant impact on the Group, which only these activities have been presented as discontinued operations
had a small fleet of seismic vessels at that time. In 2007, when and assets held for sale in accordance with IFRS  5 as of and for
CGG acquired the Veritas group, it joined the ranks of the world’s the years ended December  31, 2018, 2019 and 2020. For
leading seismic companies. At that point, it took the name additional information regarding our exit from the Contractual
CGGVeritas before reverting back to “CGG” when it acquired Data Acquisition segment, see 1.1.3.1 “Exit of Contractual Data
Fugro’s Geoscience division in 2013. Acquisition business”.
Beginning in late 2013, the industry has experienced one of the Five corporate functions at the Group level ensure a globally
deepest and longest downturns in its history. Against the coordinated approach and provide support across all activities:
backdrop of a major and unprecedented crisis, the Group’s (i)  the Finance, Information Systems and Risk Management
headcount has fallen sharply from 9,700  people at the end of Function, (ii)  the Human Resources Function, (iii)  the Legal,
2013 to around 3,900 at the end of 2020. CGG experienced Compliance and Trade Compliance Function, (iv)  the Health,
serious financial difficulties between 2014 and 2018, entering into Safety and Environment &  Sustainable Development Function,
French safeguard proceedings on June 14, 2017, which resulted in and (v) the Marketing, Sales and Communication Function.
a comprehensive financial restructuring that was completed on
February  21, 2018. Following its emergence from these CGG SA is the parent holding company of the CGG group, which is
proceedings, CGG changed its governance team in the first half of comprised of 60  consolidated subsidiaries as of
2018 and embarked on a new strategy announced during the December 31, 2021 (55 abroad and 5 in France).
Capital Market Day in November  2018, exiting its historical
Contractual Data Acquisition segment and growing and
reinforcing its Geology, Geophysics and Reservoir (GGR) and
Equipment segments.

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REVENUES BY ACTIVITY

In millions of US$ 2021 2020

1
Multi-Client Data 276 340
Geoscience 309 328
Geology, Geophysics & Reservoir (GGR) segment revenues 586 668
Equipment segment revenues 357 291
Eliminated revenues and others (1) (4)
IFRS 15 impact on multi-client pre-commitments 121 (69)
CONSOLIDATED REVENUES 1,062 886

REVENUES BY REGION – BY LOCATION OF CUSTOMERS

2021 2020
In millions of US$, except percentages MUS$ % MUS$ %
North America 170 16% 153 17%
Latin America 232 22% 141 16%
Europe, Africa and Middle East 393 37% 410 46%
Asia Pacific 267 25% 182 21%
TOTAL 1,062 100% 886 100%

1.1.1 Market environment and client needs

Following the collapse in oil prices and E&P spending due to consider that 95% of the oil to be consumed in 2035 could come
Covid-19 pandemic in 2020, oil and gas prices have fully from reserves already discovered, under development or from
recovered in 2021. Historically, this would have led to a significant existing reservoirs. In this context, we expect our clients to
recovery in the oil & gas E&P capex budgets. However, the reality retrench into their core areas and prioritize capital expenditures
is different: large IOCs and major independent oil &  gas on projects with lower risk, lower carbon intensity and higher and
companies generally appear much more disciplined in their accelerated returns.
investment plans.
We believe that the development of renewable energy will be long
In 2020 &  2021, we have seen some major strategic shifts from and will require significant investments, and that oil and,
the integrated oil companies, especially in Europe, reinventing especially, gas will for the time being remain at the core of oil and
their businesses in line with a global ambition to contain global gas companies, as cash flow generated by this core will be needed
warming within 2°C, transforming themselves into broader, lower- to progressively transform their energy portfolios and ensure the
carbon energy companies and making firm commitments to world has the energy it needs throughout this transition. Several
decarbonize their portfolios, increase renewable power analysts’ reports project that oil and gas will remain fundamental
generation, de-leverage balance sheets and support dividend sources of energy throughout the energy transition. As the
commitments. They have turned into energy companies and are required investments to maintain oil and gas production through
allocating increasing amounts of capital to renewable energy. Oil the transition continue to be delayed, we expect that this will
and gas companies have communicated varying levels of eventually create an imbalance from the supply side that will
emissions reduction targets and have begun acting on them, need to be addressed.
implementing de-carbonization roadmaps and redeploying capital
away from traditional upstream to low carbon businesses, setting At the macro-environment level, we see the early effects of
energy transition targets in line with the Paris Agreement and several years of reduced investments, which are translating into
committing to renewable energy investments. The energy high commodity prices. Yet, there is a de-correlation between oil
transition era is emerging. Renewable energy generation will price and E&P investments from our clients, especially the IOCs,
increase and could account for 65% of power supply by 2050 who remain particularly cautious when it comes to longer-term
–  according to some experts –  a clear shift from historical fossil opportunities to replace reserves and maintain production. We
fuel-based power generation. estimate that oil companies will increase their capex budgets by
about ~15-18% in 2022e, but with lower growth rates in oil & gas
While it is very difficult to predict the energy outlook in the current than in renewables, and we see offshore E&P spending growing
market, oil and gas production is projected to grow by a CAGR of by ~8-10%. The consensus among oil analysts (FactSet) is for
2% per year (from 2019 baseline out to 2025). Some experts growth in budgets of around 14% in ‘22e and 6% in ‘23e.

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Objectives and strategy

We expect that oil and gas companies will remain focused on robust. Our Equipment business is also benefiting from the
increasing production from existing reservoirs and near field sustained activity of national oil companies (NOCs) in the
exploration for higher efficiency and productivity. development of large and more productive onshore reservoirs.
In this environment, we believe that our Geoscience imaging
technology plays a key role as it enables our clients to make Seasonality
surgical choices when allocating their investments. We believe
that reprocessing data with the latest technologies is a cost- We have historically experienced higher levels of activity in our
effective alternative to new data acquisition, and we have seen the equipment manufacturing operations in the fourth quarter as our
balance between processing and reprocessing shifting towards clients seek to fully deploy annual budgeted capital expenditures.
reprocessing. We continue to expand our library in the most The same overall pattern usually applies to our Multi-Client
resilient basins. We made a conscious effort to successfully activity which usually shows an increase in sales in the fourth
increase our participation in development and production, and quarter of the year.
have avoided those frontier areas that we believed would be less

1.1.2 Financial difficulties relating to the unprecedented crisis

affecting the oil and oil-services industries
We have been severely impacted by two unprecedented crises flows to service our then-current level of debt. In this context, we
affecting the oil and gas industry: first, a steep decline in oil price began discussions with the various stakeholder groups in order to
between 2014 and 2018 and then, beginning in 2020, the Covid-19 establish a financial restructuring plan and requested the
pandemic, which triggered a global economic downturn. These appointment of a mandataire ad hoc to assist us in our
two crises severely affected the Group as our business is negotiations. By a court order dated February  27, 2017, SELARL
dependent on the level of investments made by our customers in FHB, acting through Hélène Bourbouloux, was appointed as
exploration, development and production of oil and gas, which is mandataire ad hoc for a period of five months.
directly impacted by fluctuations in the oil price. These crises
have required us to re-evaluate our business profile and adjust our We continued our discussions with representatives of certain CGG
activity and headcount to the new baseline of activity in the creditors and our largest shareholders, under the aegis of the
industry. mandataire ad hoc. On June 1, 2017, we reached an agreement in
principle, which was followed on June 13, 2017 by the signature of
a lock-up agreement and a restructuring support agreement.
1.1.2.1 The 2014-2018 oil market downturn The comprehensive restructuring of our debt was implemented
Oil prices began to drop from their highs in the second half of principally by way of safeguard proceedings in France and
2013 below levels anticipated by analysts and continued dropping Chapter 11 and Chapter 15 proceedings in the United States.
through 2014 and 2015. As a result, our annual consolidated A draft Safeguard Plan was approved on July  28, 2017 by the
revenues in 2016 fell to a third of what we had recorded in 2012. Lenders’ Committee and by the General Meeting of Bondholders.
In response to this crisis, we began implementing our The Works Council of the Company, which was consulted with
Transformation Plan in 2014. The implementation of this respect to the draft Safeguard Plan, rendered a favorable opinion
operational restructuring plan resulted, in particular, in (i)  the during its meeting held on October  2, 2017. In parallel, the
reduction of the fleet of vessels operated by the CGG group, different classes of affected creditors in the context of the
(ii)  the repositioning of our business in high value-added market Chapter  11 proceedings voted in favor of the Chapter  11 Plan,
segments, such as GGR and Equipment, (iii)  a reduction of our which was confirmed by the US Bankruptcy Court for the
workforce by 50%, (iv)  enhanced cost control through rigorous Southern District of New York by an order dated October 16, 2017.
cash management, which led to a reduction of approximately 80% In order to implement the restructuring plan, the necessary
of our monthly marine costs and 60% of overhead costs, and resolutions were approved by the Company’s General Meeting of
(v) the reduction of our annual investments by close to 60%. This Shareholders on November  13, 2017. The Safeguard Plan was
operational restructuring plan was financed in part by the then approved by a judgment of the Commercial Court of Paris on
€350 million capital increase completed in February 2016. December 1, 2017. Lastly, the judgment of the Commercial Court
Despite these operational efforts, in a stagnant market that of Paris relating to the Safeguard Plan was recognized and made
continued to weigh on business volume and prices, our debt level enforceable in the United States under the Chapter 15 proceeding
was no longer in line with our financial capabilities. Consequently, on December  21, 2017. The implementation of the financial
we announced at the beginning of 2017 that our financial restructuring plan was finalized on February 21, 2018.
performance would not enable us to generate sufficient cash

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1.1.2.2 The 2020 Covid-19 pandemic gas companies reduced their planned 2020 capital spending in the
industry by around 30%. The energy transition agenda quickly
and volatility in oil prices gained momentum, and our clients started to shift part of their
spending towards this transition, especially in Europe, while 1
Thanks to significant progress in 2019, well ahead of our plans
towards our strategic objective to become an asset-light People, refocusing their oil and gas investments towards core areas and
Data and Technology Company, CGG entered the year 2020 with a producing the most advantaged oil & gas.
much leaner organization better positioned to navigate global In this business environment, facing one of the most intense
economic and industry cycles. cycles in the industry’s recent history, we quickly adapted our
Unfortunately, since the beginning of March  2020, two businesses and organization to the new industry baseline and
compounding crises dramatically affected global economies and updated our plans to effectively manage a challenging 2020.
the oil and gas industry in particular, severely degrading our Given the magnitude of the revenue drop in just three months, the
business environment. The first crisis was the global economic Company rapidly cut its capex and cost structure, reducing staff in
downturn triggered by the Covid-19 pandemic. The second crisis various locations worldwide, administrative and support costs, as
was the new downturn in the oil &  gas industry triggered by the well as the number of contractors in the Equipment business.
volatility in the oil price throughout the year as prices declined The Covid-19 vaccine is de-risking medium-term oil and gas
from approximately US$65 per barrel (Brent) (bbl) as of demand, setting up a macro recovery cycle. The macro-
December  31, 2019 to approximately US$25/bbl as of March  31, environment has clearly strengthened, with Brent Oil price
2020, before rebounding to approximately US$40/bbl as of remaining above 70 US$/bbl. This is triggering an increase in
June  30, 2020 and further to approximately US$50/bbl as of short-cycle investments, mostly targeting development and
December  31, 2020. Therefore, in just a few weeks starting in production. We believe that the industry’s underinvestment in
March 2020, our business environment dramatically changed, and upstream development and production since 2014, especially in
the energy sector experienced especially strong headwinds. Our 2020 and 2021, could be setting the stage for global undersupply
clients reacted very quickly and profoundly: on average, oil and of oil in the near future.

1.1.3 Significant events in the course of 2020 and 2021

1.1.3.1 Exit of Contractual Data Acquisition Offshore ASA and CGG. GSS, through its subsidiaries, owns
five high-end seismic vessels and two legacy vessels with
business associated bank debt. Shearwater also agreed to acquire the
Aiming at ensuring growth and sustainable returns through the streamers owned by CGG, which were associated with
cycles, the CGG 2021 Plan announced in November 2018 included GSS’s five high-end seismic vessels;
a planned transition to an asset-light business model by reducing (ii) a five-year services contract (the “Capacity Agreement”)
our exposure to the Contractual Data Acquisition business that between Shearwater and CGG. Under this agreement, CGG
has been adversely affected over the years by structural industry commits to using Shearwater acquisition services for
overcapacity, lack of differentiation, commodity pricing and a 730  vessel days annually on average over five years with
heavy fixed cost base. flexibility in terms of actual annual utilization. The Capacity
Agreement ensures our access to strategic capacity for our
The CGG 2021 Plan thus outlined the following objectives: future multi-client projects through Shearwater’s global
● General and administrative expenses and support costs: fleet of high-end 3D and source vessels; and
adjust in line with new size and footprint. (iii) the establishment of a technology partnership through the
● Land: wind down and exit the market; CGG progressively creation of a company under the Sercel brand name and
reduced the Land Data Acquisition business over 2019 and fully with CGG’s majority ownership to which the parties would
shut down the activity in the first quarter of 2020. contribute their respective towed marine streamer
● On December  30, 2019 CGG agreed, in a share purchase and
equipment businesses ("Streamer NewCo").
exit agreement, to transfer the shares of the Seabed It was announced on November 5, 2020 that CGG and Shearwater
Geosolutions  BV joint venture (“Seabed”) to its partner jointly agreed to suspend negotiations around the creation of the
Fugro NV (“Fugro”). Streamer NewCo. Both Shearwater and CGG continue to benefit
● Multi-Physics: market for sale and monetize when suitable; from the marine acquisition partnership and remain committed to
Effective July  1, 2021 the Multi-Physics business except its the establishment of its technology component to further their
processing and multi-client library, was sold to Xcalibur group. mutually beneficial cooperation.
● Marine: On December  29, 2020, CGG  converted the Shearwater Vendor
● reduce the number of seismic vessels in operation in 2019, Notes into shares in Shearwater at the price of US$25.2262 per
● search for a strategic partner to cost efficiently operate and
share, as had previously been agreed, corresponding to 3.30% of
control the vessels. the total outstanding shares and 3.34% of the shares having
voting rights in Shearwater at such time.
In June  2019, together with Shearwater GeoServices Holding  AS
(“Shearwater”), we announced the signature of a binding term
sheet that included the following elements:
(i) Shearwater’s acquisition of all the shares in Global Seismic
Shipping AS (GSS), the 50/50 joint venture between Eidesvik

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Objectives and strategy

Capacity Agreement GSS subsidiaries and Shearwater CharterCo  AS (a “Step-In

Event”). Given that CGG is required under the Payment
The main terms of the Capacity Agreement require CGG to: Instructions Agreement to pay amounts due under the Capacity
● work exclusively with Shearwater, for seismic streamer Agreement directly to GSS subsidiaries to cover Shearwater
acquisition and source vessels for nodes projects, up to CharterCo’s obligations under its bareboat charter agreements,
730 vessel days per year on average for the next five years; this payment default can only be triggered either by CGG non-
● pay a pre-agreed day rate for the first 2.5 years and the higher payment under the Payment Instructions Agreement, or by
of market rate or the pre-agreed day rate for the remaining Shearwater’s insolvency.
2.5 years; If a Step-in Event were to occur:
● reimburse Shearwater for project-related operational costs and
● CGG would be entitled to terminate the Capacity Agreement;
fuel; and
● CGG would become the charterer of the five high-end seismic
● compensate Shearwater for days during which more than one
vessels equipped with streamers under bareboat charter
of its high-end seismic vessels are idle, for a maximum of three agreement;
vessels (the “Idle Vessels Compensation”).
● CGG would be entitled to acquire all the share capital of GSS,
The pre-agreed day rate as negotiated in summer 2019 is higher knowing that GSS and its subsidiaries’ principal assets would
than the current estimated average market day rate. Thus, an be the vessels and streamers and its principal liabilities would
operational liability of US$(69)  million was recognized at the be the debt associated with the vessels.
Marine Closing representing the net present value of the positive
difference between the pre-agreed rate and the estimated market The Step-In Agreements will not impact CGG’s financial
rate over the five-year contractual term. statement of position unless a trigger event, as described above,
occurs. In such circumstance, the obligations under the Capacity
The Idle Vessels Compensation gave rise to a US$(79)  million Agreement would be terminated and replaced by the obligations
financial liability at the Marine Closing representing the net under the Step-In Agreements, for a lower amount compared to
present value of expected payments under this clause. The the Capacity Agreement.
expected payments are estimated based on Shearwater fleet
utilization assumptions over the five-year commitment period.
1.1.3.2 Cost base reduction plan
Eidesvik Put Option & Sale of Shearwater shares to With segment revenues from activities down by 32% in 2020
Rasmussengruppen compared to 2019, the Group launched quickly adaptation
On January  12, 2021, CGG accepted the binding offer from measures to reduce its cost structure, notably headcounts
Rasmussengruppen to acquire all Shearwater’s shares held by reduction, to preserve cash. The cost reduction measures were
CGG, including those acquired as a result of the exercise of the implemented in phases in order to ensure business continuity. The
Eidesvik Put Option, at fair market value for total cash first set took place during 2020 and US$42  million of severance
consideration of US$27.62  million. The transaction was costs were recognized as of December 30, 2020. We expect these
completed on January 18, 2021 and the payment was received. measures to generate gross reduction in personnel fixed costs of
around US$90 million on an annualized basis.
Step-In Agreements
As described above, following the Marine Closing, Shearwater 1.1.3.3 Safeguard Plan
CharterCo  AS has entered into five-year bareboat charter
agreements with GSS subsidiaries, guaranteed by Shearwater, for In a decision issued on November 24, 2020, the commercial court
the five high-end vessels equipped with streamers. Under the of Paris acknowledged completion of CGG’s Safeguard Plan,
Step-In Agreements, CGG shall substitute itself for Shearwater following the early settlement in full with all its creditors. For
CharterCo  AS as charterer of GSS subsidiaries’ five high-end more information, see section  2.4 “Legal and arbitration
seismic vessels (equipped with streamers) in the event of a proceedings” of this Document.
payment default under the charter party agreement between the

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Objectives and strategy 1
1.1.4 A strategy based on growing core highly differentiated
businesses and accelerating growth of beyond the core 1
initiatives
Despite the new period of depressed activity in 2020 and H1 2021, In the last few years, we have made a conscious effort to increase
we believe that our strategy based on providing high-end our Multi-Client business’ participation in development and
technology, services and data that support our clients’ reservoir production, and have avoided frontier exploration areas that we
development and production optimization efforts remains the believed were less robust.
right one.
In 2021, Multi-Client segment sales were down 19% mainly driven
We are well positioned with our three highly differentiated by a 30% reduction of our multi-client capex.
businesses to best serve our clients and to develop unique
solutions. We continue to invest in the development of key high- In 2022, we will increase our multi-client capex and will continue
end geoscience technologies, in the expansion of our multi-client to target our future multi-client programs in core basins where
library and in the design and engineering of new best-in-class our clients are focusing their investments (including Brazil and the
equipment. As our clients continue to prioritize their investments North Sea). This will enable them to capitalize on their existing
around “advantaged barrels”, they require better understanding of infrastructure while increasing and accelerating their returns.
the subsurface through sharper images so that they can optimize
well placement and field development plans and mitigate drilling Growing core highly differentiated
risks in geologically complex areas. We provide unique
technologies through our cloud-native high-performance
businesses: Developing innovative solutions
computing, imaging services and multi-client data. These help our within the Equipment segment and
customers make better and faster decisions. capitalizing on a strong client base
Our strategy is based on growing our core highly differentiated Our Equipment business benefits from a strong reputation as a
businesses and accelerating growth of our beyond the core producer of high-end solutions with a large installed base. We will
initiatives utilizing our unique expertise and technologies in new continue to bring to the market our best-in-class equipment while
sectors. The Beyond The Core new businesses are expected to expanding beyond oil and gas markets.
generate above 20% of total revenue in 2025.
In our Equipment segment, we believe that Sercel is maintaining a
solid level of research and development driven by high
Growing core highly differentiated technological seismic equipment, which includes numerous
businesses: Developing an integrated cutting-edge technologies, such as wireless transmission, high-
Geoscience activity and capitalizing on our and low-frequency transmission or miniaturized electronic
technologies, as well as optical and acoustic technologies.
multi-client library in mature producing Recently, Sercel launched S-lynks, a fully connected, stand-alone
basins wireless solution for measuring structural vibration.
We continue to invest in our key high-end geoscience Overall, the geophysics market is characterized by ever increasing
technologies. Many of our customers are focusing their demand for new technologies, both in land and marine, to achieve
exploration and production budgets on increasing production from high-resolution imaging. Because of its strong reputation and
existing fields where they can use installed infrastructure. GGR past success, we expect that Sercel should be able to maintain its
benefits from this trend with solid demand for its services, data position in the seismic equipment market, capitalizing on its
and imaging projects, given our leading ocean bottom nodes installed base, and implement new technologies and data driven
processing capabilities, as well as large multi-client projects in services in its full product range.
mature basins. In addition, oil &  gas companies are increasingly In 2021, Sercel’s external segment revenue increased by 23% as
asking for reprocessing of existing data sets in order to benefit compared to 2020, mainly driven by an increase of Land activity.
from the development of new imaging algorithms. This allows our
customers to maximize the return from exploration investments In 2022, we believe that the land equipment market should be
at a lower cost, compared with acquisition of new data. supported by the need for better imaging of conventional onshore
reservoirs that are currently being operated intensively in order to
Our Geoscience business is also impacted by the trend of reduced better control depletion. We expect that geographical pockets of
exploration and production spending by clients, despite new opportunities in India and Algeria should complement our
processing and imaging being a small part of their budgets. traditional markets (Russia, China and the Middle East).
Overall, the Geoscience activity saw its segment external revenue
decrease by 15% in 2020, outperforming the market on the back The streamer marine market is expected to progressively recover
of its strong backlog at the beginning of the year. In 2021 as current fleets are aging and their equipment excess is
Geoscience segment revenue continued its sequential recovery shrinking. Eventually, we believe that updates and replacements
from the second quarter onwards with overall revenue for the will be required.
year decreasing by 6% year-on-year. We expect Geoscience to
continue its recovery sustained by increased demand for high-end
technologies and improved images of the subsurface for reservoir
optimization and development.

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Objectives and strategy

Accelerating growth beyond the core (BTC): environment, along with the health and safety of industry and
society. CGG’s technologies, expertise, and solutions provide
Expanding into adjacent areas the input needed to reduce the risks and costs of operations.
We are also pursuing efforts to further develop the Company’s Our satellite mapping technologies help our clients monitor
business outside its core areas in a capital efficient way especially offshore pollution, critical earth movements such as the
into the rapidly growing digitalization, observation &  monitoring, stability of mines and tailing dams, and environmental
and energy transition markets. We are developing new areas of variations. Our high-end data processing and geoscience labs
profitable growth around near-to-core step out diversification and provide detailed analysis of the gathered data, as an example
establishing new businesses to address the growing demand for for understanding environmental pollutants and their potential
green energy and transition to a low carbon world. These are all impact on health. Our industry leading equipment provides the
areas in which we currently do business and are staffed with sensor technology and solutions, as an example for the
experts to deliver the products and services. infrastructure monitoring market, which is growing at the high
CAGR rate of 15%-17% per year. Through continued advances
● Digital Sciences: With the continued rapid and global advance in our sensor technologies and cloud-based computing
of digital technology and solutions, including areas such as capabilities, aging infrastructure can be cost effectively and
data analytics, digital transformation, big data, machine proactively monitored remotely, to reduce risks and extend the
learning, artificial intelligence and cloud computing, companies operational life of the structure.
are increasingly considering their data as one of their core
assets. In this context, CGG is concentrating its long-standing ● Energy transition: Our historic and new clients are
leadership in digital technology, especially as applied to increasingly focused on energy transition, reduction of their
geoscience, to provide expert digital solutions to its clients. environmental footprint and decarbonization. One of the key
These include digital transformation, cloud-ready data enablers for achieving these ambitious objectives is carbon
processing, management and delivery solutions, cloud-based capture, utilization, and storage (CCUS). Many of our clients are
Platform, Data and Software as a Service offerings (PaaS, planning significant CCUS projects and are starting to
DaaS/SaaS), pioneering and industry leading data-driven incorporate application of CCUS technologies into their field
algorithms and approaches, as well as data analytics, machine development plans. Low carbon energy, such as green or blue
learning and artificial intelligence solutions that augment hydrogen, will also require long term storage and monitoring.
workflows. Anticipating and leveraging the exponential The energy transition requires significantly more mineral
increase in the volume of digital data (Big Data) that our clients resources than produced today, to meet the power demands of
are experiencing, along with the need to extract value from society with clean energy. To address this, the mineral and
these growing volumes, CGG will continue to dedicate mining industry, along with new investors entering the market,
considerable research and development towards digital are ramping up efforts to meet future demand. Finally, there is
sciences including, our advanced high-performance computing increased interest around geothermal energy and the
(HPC) practice and internal/external capacity, CGG Cloud technologies required to increase its efficiency and
based PaaS, SaaS and DaaS offerings, and digital effectiveness in the clean energy mix. To be successful, all of
transformation technologies and services. This will enable CGG these areas require a detailed understanding of the subsurface,
to uniquely provide the digital capabilities our clients require to and this is where CGG excels, through its unique expertise,
address their advanced high-performance computing, Cloud advanced geoscience and digital science technologies and its
and digital transformation requirements. global earth data library.
● Monitoring and observation: Through our unique portfolio of
● Earth data library: For all these growing markets, the input for
industry leading sensor technology, HPC compute capacity, better decisions starts with the right data, and our clients
data processing and analysis systems, global cloud-based data increasingly need access to our extensive and growing Earth
management and delivery capabilities and renowned earth Data library to guide their business, as an example, to reduce
sciences expertise, CGG is well positioned to expand into the the costs and carbon footprint of their energy portfolio. With
rapidly growing digital observation and monitoring solutions our seismic and geologic data, satellite imagery and growing
markets. From infrastructure monitoring to enhance the safety environmental information, along with our unique taxonomy,
of structures such as buildings, bridges, dams, and railways, to global cloud services, data delivery capabilities and digital data
monitoring solutions that support the Energy Transition management solutions, CGG provides a unique data ecosystem
markets of CCUS, minerals &  mining and geothermal, and that enables our clients to effectively access, visualize, procure
solutions for monitoring business activity, defense, and and utilize the data they need to optimize their business.

24
 PRESENTATION OF THE CGG GROUP AND ITS ACTIVITIES
Objectives and strategy 1
1.1.5 Financial and non-financial 2022 outlook and objectives
1
2022 non financial outlook: Entering We built our financial objectives in accordance with our
accounting principles, on a comparable basis to past forecasts
a positive industry cycle and, in particular, based on the following elements and
In 2021, CGG confirmed the value generated by its technology in assumptions:
traditional energy as clients focused on reservoir optimization and ● yearly budgets of oil companies;
near field exploration. The multi-client strategy, focused on ● various analyses of exploration and production spending
proven and mature producing basins, has confirmed its relevance. provided by sell side analysts of brokerage companies and
In 2022, the E&P sector is entering a positive upcycle with market investment banks;
recovery expected to further accelerate in 2023. Resumption of ● an expected average oil price above US$75/bbl in 2022;
licensing rounds in core mature basins is expected to further ● internal assumptions of commercial penetration of new
support this acceleration. equipment, products and technologies developed by CGG;
● internal assumptions of changes in competition.
2022 financial objectives: Accelerating
business initiatives Our commitment to environment and climate
In 2022, CGG will continue to invest in core domains leveraging its The health of the environment and climate is critical to the well-
high-end positioning while also accelerating the development of being of people and communities globally.
Beyond the Core (BTC) new businesses to address digital
sciences, energy transition monitoring & observation and demand Consistent with its longstanding commitment to act responsibly
from other industries. and minimize the impact of its activities on the environment, in
every sector of its business, CGG has announced its pledge to
In 2022, CGG segment Revenue is expected to increase by around become carbon neutral by 2050 in scopes  1 and  2 of the GHG
10% sustained by ~18% GGR growth and stable Equipment. CGG Protocol.
is anticipating a slow first quarter revenue due to lower equipment
sales year-on-year. CGG intends to achieve this target by working to reduce its direct
emissions (scope  1) and its indirect emissions (scope  2) to the
CGG 2022 segment EBITDAs margin is expected to increase to lowest level practicable. Company-wide efforts are focused on
around 39%-40% on full impact of cost savings, revenue growth continuing to improve the power usage efficiency of its data
and favorable business mix. centers, offices and factories, along with increasing the share of
CGG is expanding its hiring program to support the growth of BTC sustainable energy in its energy supply mix purchased from utility
businesses. providers. Any resulting shortfall in achieving net-zero emissions
will be offset with carbon credits generated by the Company’s
2022 Capex will increase to capture the favorable upcycle and own activities. To reach this long-term target, CGG has also set
accelerate the development of BTC businesses: itself an intermediary milestone to halve its 2019 levels of scope 1
● Multi-Client cash capex is expected to be back to around and 2 emissions by 2030.
US$200 million, including new offshore programs in Latin To best protect the environment, climate and the communities
America and the North Sea. where we operate, CGG seeks to always act responsibly and abide
● Industrial cash investment is expected to be around US$70 by all applicable environmental laws.
million, including notably up to 100 petaflops of additional
Cloud High Performance Computing (HPC) capacity. CGG continues to advance its technology and services to enable
its clients to sustainably and responsibly discover, develop and
We have included above and elsewhere in this Document certain manage the earth’s natural resources. CGG continues to advance
targets and projections (Segment EBITDAs 2022) regarding our its data collection capabilities to best measure, monitor and
financial outlook. We cannot guarantee that they can or will be continuously reduce its impact. CGG is committed to improving its
met and investors are advised not to place undue reliance on power usage efficiency, increasing the low-carbon content of its
these targets and projections. These targets and projections are energy supply, and reducing its greenhouse gas emissions. CGG
based on assumptions and are subject to known and unknown encourages and supports its businesses, all employees and
risks, uncertainties and other factors that could cause our actual locations globally to find and take specific actions that support the
results to materially differ from those expressed in, or suggested environment, climate and the communities where we operate.
by, these targets and projections.

25
1 PRESENTATION OF THE CGG GROUP AND ITS ACTIVITIES
Business description

1.2 BUSINESS DESCRIPTION

1.2.1 Geology, Geophysics & Reservoir (GGR)
Overview In October  2021, we announced the completion of sale of CGG’s
GeoSoftware business to Topicus.com Inc. (“Topicus”) and Vela
The GGR segment engages in many activities assisting our clients Software (“Vela”) for the total cash consideration of US$95  million.
in identifying their exploration targets and characterizing their We expect that together they will further invest into and develop the
reservoirs. These include, among others: GeoSoftware product suite and continue its success.
● developing and licensing multi-client seismic surveys; We sell various types of geologic services under our Robertson
● processing and imaging seismic data; brand, working from a global scale on tectonic studies down to a
microscopic scale on micro-fossil studies. Clients use these
● selling seismic data processing software;
services to enable or enhance their frontier exploration, basin and
● providing geoscience and petroleum engineering consulting services; reservoir evaluations, and drilling work.
● collecting, developing and licensing geological data.
We operate in those geographic and technical areas where our
Through its extensive scope of products and services and specific offerings can deliver significant value to customers.
worldwide footprint, our GGR segment provides critical Based on customer feedback and industry surveys, we believe
geoscience assistance to a wide range of clients. that through our Geoscience activity we are regarded as the
technical leader in most markets, especially in the high-end
seismic imaging arena.
General description of activities
Oil &  gas will remain at the core of oil &  gas companies, as its
a) Geoscience cash flow is needed to progressively transform their energy
portfolios and meet the world’s energy demands through the
Through our Geoscience activity, we transform seismic and transition. New barrels will be more difficult and riskier to extract,
geologic data into information and high-quality images of the and the latest technologies will play a key role in the
subsurface that are then used by our clients. These new insights characterization of new prospects and discoveries, along with
provide a means to understand the structure of the subsurface as their effective and low carbon intensity development and
well as deduce various qualities of the rocks and fluids in those production.
structures. We process seismic data for the needs of our external
clients and our Multi-Client business line. We also reprocess In this environment, Geoscience imaging technology will continue
previously processed data using new technologies and techniques to play a key role as it enables clients to allocate their
to improve the quality of seismic images. investments more effectively and reduce their carbo footprint.
We conduct our seismic imaging operations out of: We expect 2022 Geoscience spending to increase by a high single
● 5 large open CGG high-performance computing (HPC) cloud
digit our central scenario.
centers: Houston (USA), Crawley (UK), Rio de Janeiro (Brazil),
Massy (France) and Singapore, with Houston, Crawley and b) Multi-Client (MC)
Singapore serving as hubs to support the larger regions; The Multi-Client (MC) business line utilizes the resources of
● 11 local HPC cloud centers, affiliated with the three regional Geoscience as well as those of sub-contractors to acquire and
hubs; and process seismic data for itself and license that data to our clients.
● 7 dedicated centers, each one providing services to its single
This data may be used in exploration, appraisal, development and
specific client. production phases of customer operations. In addition to
geophysical data, MC develops and maintains large libraries of
This geographic spread of our cloud computing capabilities allows various types of geological data covering most geographic areas
personal collaboration with our clients as we jointly seek to of interest to petroleum, CCUS and mining companies. We license
produce the best images and understanding of the subsurface. this data to clients, who generally use it in the early stages of their
exploration efforts, often as a precursor to seismic exploration.
In addition to subsurface imaging, we offer geophysical, geologic
and reservoir services. Using seismic data in conjunction with The seismic multi-client licenses have lengthy terms, the
other information such as well logs, we are able to determine maximum allowable under local law, typically ranging from 5 to
various rock and fluid properties and thereby assist our clients in 25 years. The licenses are non-transferable, and the data may not
their exploration, reservoir characterization and development be shared with partners who do not own a license. Oil company
efforts. partnerships of various forms are a common arrangement,
especially in difficult and expensive exploration plays. We believe
We sell seismic data processing software, under the Geovation the business model works well in venues where there is one or
brand. We have a leading position in OBN data processing that we more of the following: significant levels of competition between oil
will capitalize on as the recovery will be led by increased near companies exploring for assets; frequent lease turnover due to
field exploration, field development and production, where the government lease rounds or lease trading activity between oil
benefits of OBN technology are most pronounced. companies, frequent partnering between oil companies and
relatively high costs for seismic data.

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 PRESENTATION OF THE CGG GROUP AND ITS ACTIVITIES
Business description 1
We continue to expand our library in the most resilient basins. impairment charges related to one multi-client survey offshore
Indeed, we made a conscious effort to increase our participation in North Sea.
development and production, successfully, and have avoided
those frontier areas that we believed would be less robust. Brazil 1
and Norway receive most of our investments, and we also look for Competition and market
those well prefunded reprocessing projects, that leverage our
We believe the geoscience sector is led by CGG and Schlumberger
imaging technology.
(WesternGeco), but includes companies such as TGS, PGS, DUG
We also anticipate demand for our multi-client programs and data and a host of other small local players. Competition in the high-
to strengthen on the basis of our positions in the industry’s end of seismic imaging, where Geoscience focuses its business,
preferred mature basins, along with the emergence of new private tends to be based on technology and service level, areas where
equity backed players. We believe that our exposure to reservoir we believe we have a strong reputation.
development, production and near field exploration provides solid
Processing capacity has multiplied in recent years as a result of
resilience through the cycles, particularly with current short and
improvements in computing technology. This increase in
longer-term outlooks. We expect that our clients will retrench into
computing power has allowed improved processing quality
their core areas and prioritize capital expenditure on projects with
through the use of more complex and more accurate algorithms.
lower risks, lower carbon intensity and higher returns, both to
We believe our Geoscience activity is one of the market leaders in
manage through the existing challenging market, but also to best
applying the most advanced processing techniques.
support their longer-term energy transition goals.
The main competition to our MC business line comes from TGS,
We have also been working on our client portal that enables them
PGS and Schlumberger (WesternGeco). Competition in the Multi-
to access information about all of our available data and their
Client business is focused on location of basins and availability of
entitlements.
surveys, technology used in acquisition and processing, and price.
MC operates in marine environments on a worldwide basis and on The four main companies generally compete in all areas of the
land in the United States. It has significant investments offshore world where the Multi-Client business model is practical.
Brazil, in the North Sea, Norway and onshore United States. Maps
and details of all surveys in our data library are available on our 2021 segment figures
website. At the end of 2021, the library of 3D seismic surveys
consisted of approximately 1,110,000 square kilometers of marine GGR segment revenues in 2021 amounted to US$586  million, a
surveys across numerous basins and a little under decrease of 12% compared to 2020. GGR segment revenues
100,000  square kilometers of land data, mostly in the United represented 62% of the consolidated revenues in 2021.
States.
Geoscience segment revenue was US$309 million, down (6)%
The costs of the multi-client surveys are capitalized on our MC year-on-year. Multi-Client segment revenue sales were US$276
balance sheet and then amortized. Details of our multi-client million, down (19)% year-on-year. Prefunding revenue was
accounting methods are fully described in note  1 to our US$150 million, down (29)% year-on-year on lower cash Capex.
consolidated financial statements included in this Document. Multi-Client cash Capex was US$(168) million, down (30)% year-
In 2021, MC capitalized US$186  million of total costs, of which on-year. Cash prefunding rate was 89%. The IFRS net book value
US$168  million represented cash expenditures, and amortized of the seismic multi-client library was US$393 million at the end
US$186  million to cost of sales, including US$23  million of of 2021.

1.2.2 Equipment
Overview France, Houston, Texas in the US, Krimpen aan de  Lek in the
Netherlands and in Singapore. In China, Sercel operates through
We conduct our equipment design, engineering and manufacturing Hebei Sercel-JunFeng Geophysical Prospecting Equipment
operations under the Sercel brand. We believe Sercel is the Co. Ltd. (“Sercel-JunFeng”), based in Hebei, in which Sercel has a
market leader in the design, engineering and manufacturing of 51% equity stake. In addition, Sercel has three sites in Massy,
seismic equipment for the land and marine seismic markets. As of Toulouse and Brest in France, which are dedicated to specific
December  31, 2021, Sercel operated five seismic equipment applications.
manufacturing facilities, located in Nantes and Saint Gaudens in

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1 PRESENTATION OF THE CGG GROUP AND ITS ACTIVITIES
Business description

General description of activities Moreover, in April  2019, Sercel created two new brands, Sercel
Structural Monitoring and Sercel Earth Monitoring to bring the
Sercel sells its equipment and provides customer support benefits of its advanced sensor technology to the high-potential
services including training on a worldwide basis. Sercel offers a structural health monitoring (SHM) and earthworks monitoring
complete range of geophysical equipment for land and marine markets. We believe QuietSeis® is currently the most sensitive
seismic data acquisition, including seismic recording equipment, MEMS seismic sensor available and provides the most accurate
software and seismic sources for land (vibrators) or marine data for all types of monitoring due to instrument noise below
(marine sources). 15  ng/√Hz. In November  2020, Sercel and Apave announced the
launch of AP’Structure, which will allow operators to monitor the
With respect to land seismic equipment, Sercel launched, in the integrity of buildings and infrastructure in real time, receive alerts
fall of 2013, the latest generation of its recording system, the in case of irregularities and extend the life cycle of the
508XT, system, which offers high channel count crews the ability infrastructure. AP’Structure is deploying S-lynks, a fully
to record up to one  million channels in real time, resulting in a connected, stand-alone wireless solution from Sercel for
high level of image resolution. Since its launch, over 60 complete measuring structural vibration and which we believe is the sole
systems have been delivered and are in operation worldwide in all solution on the market based on modal analysis. S-lynks
climate and terrain environments. integrates the QuietSeis® sensor which measures the ambient
Sercel also introduced, along with its new acquisition system, noise of a structure without requiring it to be shut down and which
QuietSeis®, a new, high-performance digital sensor based on next- can be deployed on any type of infrastructure. The data recorded
generation micro-electromechanical system (MEMS), allowing by the S-lynks solution is then transferred to a secure internet
seismic signals to be recorded with three times less instrument network in order to be able to consult the measurements taken
noise than before. remotely.

In September  2019, Sercel increased its offering of wireless

products by launching WiNG, a fully integrated wireless nodal Competition and market
acquisition system seeking to achieve the most efficient and
productive seismic surveys. This new product is based on the We estimate that the worldwide demand for geophysical
QuietSeis technology. Sercel made its first deliveries of the WiNG equipment increased by around 6% in terms of revenues in 2021.
systems during 2020. The marine streamer market remains weak, as the demand for
new streamers remains very limited. We estimate that Sercel’s
We believe Sercel is also a market leader for vibroseismic vehicles global revenue market share remains around 50%. For land
used as a seismic source on land and for vibrator electronic products, the main competitors are Inova (a joint venture between
systems, such as the VE464. Sercel’s latest vibrator family, called BGP and Ion Geophysical  Inc.), Geospace Technologies
Nomad, offers high reliability and unique ergonomic features. Corporation and DTCC. Our main competitor for the
Nomad is available with either normal tires or a tracked drive manufacturing of marine seismic equipment is Teledyne. The
system. Sercel also offers the Nomad  90, which is capable of market for seismic acquisition equipment is highly competitive
exerting a peak force of 90,000 pounds-force. The acquisition of a and is characterized by continuous and rapid technological
51% stake in Sercel-JunFeng, in 2004, reinforced our change. We believe that technology is the principal basis for
manufacturing capabilities for geophones, cables and connectors, competition in this market, as oil and gas companies have
as well as our presence in the Chinese seismic market. increasingly demanded new equipment for activities such as
reservoir management and data acquisition in difficult terrains. Oil
In the down-hole domain, Sercel offers its latest generation VSP
and gas companies have also become more demanding with
tool, MaxiWave, which allows continuous, real-time seismic
regard to the quality of data acquired. Other competitive factors
measurements along the entire length of the fiber optic cable.
include price and customer support services.
With respect to marine equipment, the Seal system is currently
the sole system with integrated electronics. Sercel announced the
launch of GPR300, a new nodal seismic acquisition solution 2021 segment figures
specially designed for deployment in shallow waters down to In 2021, the total sales of the Equipment segment (Sercel)
depths of 300  meters. Developed in partnership with BGP, the amounted to US$357 million, a 23% increase compared to 2020.
new solution expands Sercel’s existing GPRNT  range which Equipment represented 38% of the consolidated revenues in 2021.
includes GPR1500 for high-end deep-water subsurface imaging.

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 PRESENTATION OF THE CGG GROUP AND ITS ACTIVITIES
Investing activities 1
1.3 RESEARCH AND DEVELOPMENT
1

1.3.1 Technology strategy

We believe that CGG’s ability to remain an industry leader in the GGR and Equipment segments is dependent on the success of our
research and development (R&D) efforts.
Over the past years, CGG has committed on average over 5% of revenues per year to R&D. The trend in gross R&D expenditure over the
past two years, including capitalized development costs, is shown below:

2021 2020
As % of net In MUS$ As % of net revenue
In MUS$ revenue (restated) (restated)
Gross research and development expenditure 64.7 6.1% 78.1 8.8%

We believe that this amount of investment, deployed by our skilled imaging technology, geophysical acquisition equipment, and
research and development teams, has been sufficient to keep seismic processing software.
CGG as one of the technology and market leaders in seismic

1.3.2 2021 Innovation highlights

While we see a reduction in demand for frontier exploration, it is What we also observe is that the ability to integrate different
also our observation that the need for higher-quality, higher- expertise and data types to derive better insights, coupled with
resolution data for development and production purposes machine learning and AI to leverage our computing more
continues to increase. effectively, is becoming increasingly valuable. This is at the heart
of our R&D innovation, leveraging not only our expertise in seismic
We continually develop a suite of technologies to improve our imaging but also our geological, reservoir and earth observation
ability to deliver high-quality images, with the most important expertise.
being our developments in full waveform inversion (FWI) and FWI
Imaging. Also underpinning this strategy is a continuous growth in our HPC
capacity, now in excess of 300 Pflops. It is this combination of our
Breakthroughs in this domain, especially when combined with deep scientific knowledge, HPC and data that is facilitating our
high-end data acquisition such as OBN (ocean bottom node), are strategy to continue growing our business in many segments,
leading to images of unprecedented quality and precision, and including CCUS, H2 Storage, Geothermal, Mining, Environmental
allowing remarkable insights even in the most challenging areas. Science, Infrastructure and Earthworks Monitoring.

1.4 INVESTING ACTIVITIES

In 2020, our total capital expenditures –  industrial, capitalized In 2020 and 2021, our multi-client cash capital expenditures
development costs and multi-client cash capital expenditures amounted to US$239 million and US$168 million, respectively.
amounted to US$303  million (US$303  million excluding asset
suppliers’ variance). In 2021, our total capital expenditures In 2021, our industrial capital expenditures and capitalized
decreased to US$227  million (US$228  million excluding asset development costs (excluding asset suppliers’ variance)
suppliers’ variance). amounted to US$31  million and US$28  million respectively for
our GGR and Equipment segments.
In 2020 and 2021, our industrial capital expenditures amounted to
US$23  million (US$23  million excluding asset suppliers’ From a general standpoint, industrial capital expenditures and
variance) and US$29  million (US$30  million excluding asset capitalized development costs are financed through permanent
suppliers’ variance), respectively. funding (equity and financial debt) whereas multi-client cash
capital expenditures are financed mainly with funds from original
Our capitalized development costs amounted to US$41 million in participants.
2020 and US$30 million in 2021.
The cash prefunding rate was of 89% in 2021 stable year on year.

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1 PRESENTATION OF THE CGG GROUP AND ITS ACTIVITIES
Selected financial data

1.5 SELECTED FINANCIAL DATA

The tables below describe the main consolidated financial information in accordance with IFRS for each of the years in the two-year
period ended December 31, 2021. These tables should be read in conjunction with, and are qualified in their entirety by reference to, our
consolidated financial statements included elsewhere in our 2021 Universal Registration Document.

In millions of US$, except per share data 2021 2020 Restated (b)
Statement of operations data:
Operating revenues 1,062.2 886.0
Other revenues from ordinary activities 0.8 0.7
Cost of operations (853.2) (726.5)
Gross profit 209.8 160.2
Research and development expenses, net (17.0) (18.6)
Marketing and selling expenses (29.9) (32.5)
General and administrative expenses (62.9) (67.9)
Other revenues (expenses) (123.2) (214.5)
Operating income (23.2) (173.3)
Cost of financial debt, net (120.5) (134.1)
Other financial income (loss) (42.4) (39.4)
Income taxes 4.4 (29.3)
Net income (loss) from companies accounted for under the equity method 0.1 (31.8)
Net income (loss) from continuing operations (181.6) (407.9)
Net income (loss) from discontinued operations 1.6 (28.9)
Net income (loss) (180.0) (436.8)
Attributable to owners of CGG SA (180.5) (440.5)
Attributable to non-controlling interests 0.5 3.7
Net income (loss) per share – attributable to shareholders:
– Basic (a) (0.25) (0.62)
– Diluted (a) (0.25) (0.62)
Net income (loss) from continuing operations per share – attributable to shareholders:
– Basic (a) (0.25) (0.58)
– Diluted (a) (0.25) (0.58)
(a) Basic and diluted per share amounts have been calculated on the basis of 711,526,474 and 710,739,746 weighted average outstanding shares in 2021 and 2020,
respectively.
(b) In accordance with IFRS 5 “Non-current Assets Held for Sale and Discontinued Operations”, financial information was restated to present comparative amounts
for each period presented following the reclassification of our stake in a joint-venture to continuing operations.

In millions of US$ 2021 2020 Restated (c)

Balance sheet data:
Cash and cash equivalents 319.2 385.4
Working capital (a) 228.6 187.7
Property. plant & equipment, net 212.1 268.1
Multi-client surveys 393.1 492.4
Goodwill 1,083.6 1,186.5
Total assets 2,924,6 3,377.5
Gross financial debt (b) 1,308.4 1,389.1
Equity attributable to owners of CGG SA 962.7 1,119.7
(a) “Working capital” is defined as net trade accounts and notes receivable, net inventories and work-in-progress, tax assets, other current financial assets, other
current assets and assets held for sale less trade accounts and notes payable, accrued payroll costs, income tax payable, advance billings to customers, current
provisions, other current financial liabilities, other current liabilities and liabilities directly associated with the assets classified as held for sale.
(b) “Gross financial debt” is defined as financial debt current and non-current portion (leases included), including accrued interests and bank overdrafts.
(c) In accordance with IFRS 5 “Non-current Assets Held for Sale and Discontinued Operations”, financial information was restated to present comparative amounts
for each period presented following the reclassification of our stake in a joint-venture to continuing operations.

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 PRESENTATION OF THE CGG GROUP AND ITS ACTIVITIES
Selected financial data 1
In millions of US$ except per ratios 2021 2020 Restated (i)
Other financial data and other ratios: 1
Segment  EBIT 
(g) (b)
(48.6) (196.7)
IFRS  EBIT 
(a) (b)
(23.1) (205.1)
Segment (g) EBITDAs (c) 344.1 360.1
IFRS (a) EBITDAs (c) 464.9 290.9
Segment  Operating income
(g)
(48.7) (164.9)
IFRS  Operating income
(a)
(23.2) (173.3)
Segment Free-cash flow  (h)
201.1 (38.6)
Capital expenditures  (d)
58.6 64.1
Investments in multi-client surveys, net cash 168.3 239.0
Net financial debt  (e)
989.2 1,003.7
Gross financial debt  /Segment  EBITDAs 
(f) (g) (c)
3.8x 3.9x
Net financial debt  /Segment  EBITDAs 
(e) (g) (c)
2.9x 2.8x
Segment  EBITDAs  /Cost of financial debt, net
(g) (c)
2.9x 2.7x
Gross financial debt  /IFRS  EBITDAs 
(f) (a) (c)
2.8x 4.8x
Net financial debt  /IFRS  EBITDAs 
(e) (a) (c)
2.1x 3.5x
IFRS (a) EBITDAs (c)/Cost of financial debt, net 3.9x 2.2x
(a) IFRS: In accordance with IFRS, as indicated in our consolidated financial statements.
(b) Earnings before interest and tax (EBIT) is defined as operating income plus our share of income in companies accounted for under the equity method. EBIT is
used by management as a performance indicator because it captures the contribution to our results of the significant businesses that we manage through our
joint ventures. However, other companies may present EBIT and related measures differently than we do. EBIT is not a measure of financial performance under
IFRS and should not be considered as an alternative to cash flow from operating activities or as a measure of liquidity or an alternative to net income as
indicators of our operating performance or any other measures of performance derived in accordance with IFRS.
(c) “EBITDAs” is defined as earnings before interest, tax, income from equity affiliates, depreciation, amortization net of amortization costs capitalized to multi-client
surveys and share-based compensation cost. Share-based compensation includes both stock options and shares issued under our share allocation plans.
EBITDAs is presented as additional information because we understand that it is one measure used by certain investors to determine our operating cash flow and
historical ability to meet debt service and capital expenditure requirements. However, other companies may present EBITDAs and similar measures differently
than we do. EBITDAs is not a measure of financial performance under IFRS and should not be considered as an alternative to cash flow from operating activities
or as a measure of liquidity or an alternative to net income as indicators of our operating performance or any other measures of performance derived in
accordance with IFRS.
(d) “Capital expenditures” is defined as “total capital expenditures (including variation of fixed assets suppliers, excluding multi-client surveys)” from our statement
of cash flows.
(e) “Net financial debt” is defined as gross financial debt less cash and cash equivalents. Net financial debt is presented as additional information because we
understand that certain investors believe that netting cash against debt provides a clearer picture of the financial liability exposure. However, other companies
may present net financial debt differently than we do. Net financial debt is not a measure of financial performance under IFRS and should not be considered as
an alternative to any other measures of performance derived in accordance with IFRS.
(f) “Gross financial debt” is defined as financial debt current and non-current portion (leases included), including accrued interests and bank overdrafts.
(g) The “Segment” figures are figures prepared before IFRS 15, for internal management reporting purposes, in accordance with the Group’s previous method for
recognizing Multi-Client prefunding revenues based on percentage of completion. Other companies may present segment and related measures differently than
we do. Segment figures are not a measure of financial performance under IFRS and should not be considered as an alternative to any measures of performance
derived in accordance with IFRS.
(h) “Segment Free-cash flow” is defined as “Net cash flow provided by operating activities” plus “Proceeds from disposals of tangible  and intangible assets”,
minus  “Total capital expenditures” and “Investments in multi-client surveys", plus "Acquisition of investments, net of cash &  cash equivalents acquired",
"Proceeds from divestment of activities and sale of financial assets" and "Variation in subsidies for capital expenditures” as set out in our consolidated statement
of cash flows in the "Investing" section. Segment Free-cash flow is presented as additional information, however, other companies may present Free-cash flow
differently than we do. Segment Free-cash flow is not a measure of financial performance under IFRS and should not be considered as an alternative to cash flow
from operating activities or any other measures of performance derived in accordance with IFRS.
(i) In accordance with IFRS 5 “Non-current Assets Held for Sale and Discontinued Operations”, financial information was restated to present comparative amounts
for each period presented following the reclassification of our stake in a joint-venture to continuing operations.

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1 PRESENTATION OF THE CGG GROUP AND ITS ACTIVITIES
CGG organization

1.6 CGG ORGANIZATION

1.6.1 Organization chart
CGG SA is the parent holding company of the CGG group, listed on Euronext Paris stock exchange. The Group’s subsidiaries are directly
or indirectly owned by CGG SA. The simplified organization chart (showing the percentage of share capital and/or voting rights owned) as
of December 31, 2021 is presented below.

CGG SA (France)

ASIA PACIFIC EUROPE, AFRICA AND MIDDLE EAST

REGION REGION
100%

CGG HOLDING B.V.

CGG TECHNOLOGY (The Netherlands)
SERVICES (BEIJING) CO. LTD
100%
(China)

CGG SERVICES (NL) B.V. 100%

(The Netherlands)
CGG SERVICES
49% 99.95%
(MALAYSIA) SDN BHD CGG VOSTOK LLC
(Malaysia) (Russia)
0.05%
CGG DATA SERVICES SA 100%
(Switzerland)
CGG SERVICES
100%
(AUSTRALIA) PTY. LTD
CGG INTERNATIONAL SA 100%
(Australia)
(Switzerland)

CGG SERVICES 100% 95%

CGG ELECTROMAGNETICS (ITALY) SRL
(SINGAPORE) PTE LTD
(Italy)
(Singapore) 5%
CGG SERVICES (NORWAY) AS 100%
(Norway)

P.T. CGG SERVICES INDONESIA 95% WAVEFIELD INSEIS AS 100%

(Indonesia) (Norway)

ARGAS 49%
99.995% (Saudi Arabia)
CGG SERVICES INDIA 0.0025%
PRIVATE LTD 0.0025% 100%
(India) CGG SERVICES SAS
(France)

100%
CGG SERVICES (UK) LTD
(United Kingdom)
100%

ROBERTSON GEOSPEC
INTERNATIONAL LIMITED
(United Kingdom)

32
 PRESENTATION OF THE CGG GROUP AND ITS ACTIVITIES
CGG organization 1

CGG SA (France)

LATIN AMERICA NORTH AMERICA EQUIPMENT

REGION REGION SEGMENT

100% 100% 100%

99.99% CGG DO BRASIL CGG HOLDING

SERCEL
PARTICIPACOES LTDA (U.S.) INC. SERCEL SAS
HOLDING SAS
(Brazil) (USA) (France)
0.01% (France)

100%
CGG SERVICES SERCEL (BEIJING)
100% VERITAS DO BRASIL LTDA 100% DE REGT MARINE 100%
(U.S.) INC. TECHNOLOGICAL
(Brazil) (USA) CABLES B.V.
SERVICES CO. LTD.
(The Netherlands) (China)
100%

99.99% 0.01% CGG LAND (U.S.)

CGG MEXICO, SA DE CV HEBEI SERCEL- JUNFENG
INC. SERCEL INC. 51%
(Mexico) GEOPHYSICAL PROSPECTING
(USA) 100% (USA) EQUIPMENT CO. LTD.
(China)
100%
0.03% GEOINNOVACION
CORPORATIVA S. CGG SERVICES
SERCEL-
DE R.L. DE C.V. (CANADA) INC.
100% GRC CORP.
99.97% (Mexico) (Canada)
(USA)

99% CGG GEOSCIENCE 1%

MEXICO S.A. DE C.V.
(Mexico)

33
1 PRESENTATION OF THE CGG GROUP AND ITS ACTIVITIES
Recent events

1.6.2 Intra-group transactions

The Group carries out intra-group transactions in various fields and allocated subsequently to the related subsidiaries or by a
(e.g.  different kinds of services, and software licenses). The fixed remuneration defined in accordance with the importance and
corresponding remuneration or royalties vary depending on the nature of the service provided.
nature of the transaction and are determined in accordance with
the arm’s length principle and the Group’s transfer pricing policy. In most situations, the payment of the services provided by the
subsidiaries for the benefit of the parent company corresponds to
The assistance and advice provided by the parent company to the the cost incurred plus a margin defined in accordance with the
Group’s main subsidiaries regarding financial, administrative, arm’s length principle.
commercial and technical matters are generally paid at cost plus

During the years 2021 and 2020, financial flows between the parent company and its subsidiaries were as follows:

In millions of US$ 2021 2020

Services provided 34.5 19.2
Expense rebilling 20.5 7.5

1.7 RECENT EVENTS

Binding offer for the sale and leaseback of its headquarter building
On 14 January 2022, CGG has signed a binding offer with Pramena Investment & Anacap Financial Partners for the sale, in the frame of
sale and leaseback transaction, of its headquarter building Galileo located in Massy, France. The closing of this transaction is expected
early Q2 2022 at the latest.

Ukraine invasion
The company is monitoring very closely the implications of the invasion of Ukraine with the main objective of supporting our employees
and evaluating its economic consequences. In 2021, revenue generated from Russia represented around 4% of CGG Group revenue.

34
 2
RISK MANAGEMENT
AND INTERNAL CONTROL
2.1 INTERNAL CONTROL 2.3 INSURANCE 56
COMPONENTS LEADING
TO AN INTEGRATED APPROACH 2.4 LEGAL AND ARBITRATION
TO RISK MANAGEMENT 36 PROCEEDINGS 57
2.1.1 Control environment 36 ONGC Arbitration proceedings in India 57
2.1.2 Risk Management 37 Legal proceedings related
2.1.3 Control activities 38 to the Safeguard Plan 57
2.1.4 Information and Disclosure 39
2.1.5 Monitoring activities 39 2.5 REGULATORY ENVIRONMENT 58
Equipment business line 58
2.2 MAIN RISK FACTORS Multi-Client business line 58
AND CONTROL MEASURES 41 Compliance/Trade compliance 58
2.2.1 Risks related to our Business,
Governance and Strategy 43
2.2.2 Risks related to our Operations 47
2.2.3 Risks related to Information Technology
and Cyber Security 50
2.2.4 Risks related to our People 51
2.2.5 Risks related to Economy and Finance 52
2.2.6 Legal, Regulatory and Non-Compliance Risks 54

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2 RISK MANAGEMENT AND INTERNAL CONTROL
Internal control components leading to an integrated approach to risk management

2.1 INTERNAL CONTROL COMPONENTS LEADING

TO AN INTEGRATED APPROACH TO RISK
MANAGEMENT

The Company is listed in France and is therefore subject to the Internal Control, the Risk Management and Internal Audit
French Loi de sécurité financière. The Company complies with the Departments, while the monitoring of its effectiveness is
2013 COSO internal control integrated framework, established by performed by the Board of Directors in particular via its Audit and
the Committee of Sponsoring Organizations of the Treadeway Risk Management Committee.
Commission (“COSO 2013”). The Autorité des marchés financiers
(AMF) has subsequently integrated the principal elements of Our internal control and risk management frameworks are
COSO in its frame of reference. designed to provide reasonable assurance regarding the
achievement of objectives in the following areas:
Pursuant to the provisions of Articles L. 225-100-1 and L. 22-10-35 ● optimization of Group processes notably ones leading to
of the French Commercial Code, this section  includes a safeguarding of its resources;
presentation of the main characteristics of internal control and risk
● reliability and accuracy of financial information; and
management processes implemented by the Company and
cascaded down within its subsidiaries (the Company and its ● compliance with applicable laws and regulations.
subsidiaries hereinafter being collectively referred to as the
“Group”) with respect to the development and processing of The principal objective of our internal control and risk
accounting and financial information. management system is to identify and control risks related to the
activities of the Group, as well as the risks related to errors and
The Group’s internal control and risk management is conducted omissions in accounting and financial reporting.
by the management with the support of the Finance Function, the

2.1.1 Control environment

The control environment is the foundation of all the components this Document). The heads of business lines and functions are
that carry out internal control across the Group. responsible for the development and implementation of internal
control rules and procedures that address their unit’s operational
CGG commits to act with integrity and professionalism across all and business objectives and ensure that these are consistent with
locations, business lines and support functions. the Group’s objectives. These responsibilities are cascaded
The Group’s standards and expectations as regards to Integrity through the organization in each business line and function.
and Ethics are stated in our Ethics Policy and in the Code of The Executive Leadership team is chaired by the Chief Executive
Business Conduct, which apply to all Group’s employees. Officer and meets once a month or more often, if necessary, for
For more information on the Group’s Ethics Policy, see the review and general conduct of the business of the Group. The
section 3.3.1 of this Document. Executive Leadership team monitors and controls performance of
individual business lines, as well as the implementation of the
Group strategy and carrying out of its projects through the
Organization of the Group with respect business lines and functions. The Team members interact
to internal control regularly with the Board of Directors and its Committees.

The Chief Executive Officer and the Executive Internal Control Function
Leadership team The Group also has an Internal Control Department whose role
The Chief Executive Officer has ultimate ownership and is to support the organization in implementing and maintaining
responsibility for the internal control and risk management effective processes, and to ensure that control procedures
system. She ensures the existence and operation of an efficient effectively mitigate the identified risks. It also maintains our
control environment and is responsible for overseeing that all internal control framework and coordinates the evaluation system
components of internal control and risk management system are of internal control over financial reporting.
in place.
The Group has an internal control guide based on the COSO 2013
The Chief Executive Officer’s responsibilities are sub-delegated to internal control framework, which provides Group staff with a
the Executive Leadership team which includes the heads of single and common source of internal control guidance. This guide
business lines and functions, who have responsibility for internal was rolled out across all locations, business lines and support
control and risk management related to their organizational unit’s functions, and aims at improving the Group’s risks management
operational and business objectives (for more information on the and oversight.
Executive Leadership team’s composition, see section  4.1.2.2 of

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 RISK MANAGEMENT AND INTERNAL CONTROL
Internal control components leading to an integrated approach to risk management 2
Finance Function reporting on a monthly basis. The department also manages
the balance sheets of Subsidiaries.
The Finance Function is notably composed of the following
departments, each playing critical role in internal control and risk ● Tax: this department manages the Group’s tax compliance and
management: obligations as well as associated risks. From this perspective, it
oversees that all tax returns are prepared and filed in a timely
● Group Financial Controlling and Financial Planning manner across all legal entities of the Group.
& Analysis (FP&A): headed by the Group Controller and Chief
Accounting Officer, this department oversees the budgeting
and business planning process as well as the monthly,
Internal Audit 2
quarterly and annual financial reporting. It prepares The Internal Audit Department is an independent body that has
management accounts and Group financial synthesis in close direct access to the Executive Leadership team and reports to the
coordination with business lines’ financial controllers and is Chief Executive Officer and to the Audit and Risk Management
closely involved in the preparation of the Board Committees’ Committee. It assists the Executive Leadership team and the
and Board of Directors meetings. Along with the business lines’ Audit and Risk Management Committee in carrying out their
financial controllers, it ensures, on a regular basis, the oversight responsibilities for the effectiveness of the Group’s risk
oversight of the Group’s operations and follow-up of the action management, internal control and governance.
plans initiated at the Group level.
The Internal Audit Department evaluates internal controls based
● Accounting and Consolidation: functionally headed by the on the COSO  2013 framework and tools and in compliance with
Group Controller and Chief Accounting Officer, this the Code of Conduct of the Institute of Internal Auditors (IIA).
organization is ultimately in charge of the production of the Internal Audit Department has a charter, which governs its
financial accounts within the Group, on a statutory basis for operating procedures, approved by the Audit and Risk
each legal entity, in close cooperation with business lines’ Management Committee, and been continuously certified by
financial controllers, and on a consolidated basis as part of the IFACI/IIA since June 2013.
quarterly and annual financial reporting. From this perspective,
it defines the accounting procedures in accordance with legal Internal Audit priorities are defined based on current operations,
and regulatory reporting requirements applicable to financial the assumed level of risk and Group risk analysis performed by
information of the publicly listed companies and ensures they Risk Management. The annual Internal Audit plan is defined by the
are enforced and up to date. Internal Audit Department and is approved by the Executive
Leadership team and the Audit and Risk Management Committee.
● Treasury and Corporate Finance: this department ensures
management of the Group’s liquidity and its investment as well The Internal Audit Department conducts general reviews of
as the Group’s long-term financial resources (bonds and credit entities, operational and compliance audits, integrated audits and
lines) and the relationships with the banking community. It in-house consulting missions. Recommendations resulting from
oversees and manages risks associated with currency these audits and their associated action plans are executed by line
fluctuations, credit and counterparty risks. Treasury management and monitored by the Internal Audit Department
also  prepares and presents to the CEO and CFO cash flow until full implementation.

2.1.2 Risk Management

Risk Management System low) and likelihood of occurrence (almost certain/possible/
rare/unlikely). In assessing risks managers consider the
The Group has put in place organization, processes, and working residual risks (after mitigation measures and controls in place)
practices to manage risks across the organization at all levels, and their potential impact on people, health and safety,
across all business lines and support functions. The management environment, finance, compliance with laws and regulations
of risks is fully integrated in the Group decision-making process. and on the Group’s reputation. Additional mitigation plans can
The main financial and non-financial risks with potential impact on be required to be set up to manage these risks. Their progress
the Group’s operational and financial objectives, its reputation or against those plans is monitored on a regular basis.
its compliance with laws and regulations have been duly identified ● Risks are controlled through robust processes allowing their
and evaluated. The Group has is in place a risk management avoidance, reduction, sharing or acceptance. The Group
system implemented by business lines and functions. employs comprehensive processes to reduce risk probability,
The Group has implemented risk management system throughout risk severity or both. Control activities are followed from
the organization to identify, assess and control risks: policies and procedures established to manage risks.
● The identification of events that could have an impact on the The principles of the comprehensive risk management policy and
Group comprises a combination of techniques and supporting framework are consistent with the recommendations issued by
tools including event inventories, internal analyses, risk the professional standards (COSO ERM, ISO 31 000, AMF)
interviews, process flow analysis, leading event indicators and
The Group Risk Management System is managed by the Director
loss event data methodologies.
of Risks Management and Insurance, who reports to the Finance
● All identified risks are assessed and prioritized as per their organization.
criticality according to their impact (critical/major/significant/

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2 RISK MANAGEMENT AND INTERNAL CONTROL
Internal control components leading to an integrated approach to risk management

Risk Mapping Information Assets &  Technologies risks, People risks, Finance
Risks and Legal, Regulatory &  Compliance risks. The risk
One of the standardized tools of the Group’s risk management registers and the risk map are reviewed by the Executive
program is the Risk Map, which provides a shared view of the risks Leadership team on an annual basis as per the Group’s strategy or
that have the potential of having a material impact on the Group. more frequently as appropriate. The Risk Map is presented to the
Risk registers are used to classify the risks by their nature: Audit and Risk Management Committee on an annual basis.
Business, Governance &  Strategy risks, Operational risks,
For more details, please refer to Chapter 2.2 of this Document.

2.1.3 Control activities

Processes implemented by the Group to identify necessary The Executive Leadership team fully supports this internal control
control procedures are based on risk assessments and on the environment to ensure proper business controls in line with the
processes required to fulfill the Group’s objectives. Group’s values and the application of the control over financial
reporting by our personnel.
Internal control procedures
Control over financial reporting
Control procedures of the Group are implemented according to
the responsibility levels of personnel involved and the principles Specific processes and controls have been put in place by the
of materiality and the segregation of functions. Control Group to assure that financial reporting is reliable and pertinent.
procedures are implemented considering the identification of
risks. Financial information
Key processes such as the preparation of consolidated financial
System of evaluation of internal control statements, documents for the Board of Directors and the Audit
and Risk Management Committee, preparation of budgets,  etc.,
Internal control in the Group is evaluated through self- are formally documented.
assessment tools and internal audits.
The Executive Leadership team regularly renews principles and
Objectives for Control over financial reporting are set annually objectives related to the control over financial reporting (CFR) to
and require self-assessments of all active Company entities using ensure that all financial and operational managers of each
the internal control assessment form (ICAF). This questionnaire operation unit understand the importance of internal controls and
includes approximately 60  items defined for operating business continuous monitoring of their effectiveness, based on annual
lines and support functions. On an annual basis, the results of objectives and relevant training.
these reviews are consolidated, assessed and distributed to
relevant managers, and internal control improvement areas are The Group’s Accounting Manual sets forth its accounting policies,
identified through these assessments., practices, instructions and reporting rules. The accounting
manual applies to all Group entities and is designed to ensure that
Effectiveness of internal control is continuously evaluated the accounting rules are applied across the Group in a reliable
through the program of internal audits. and homogeneous way. It details processes and procedures for
closing the accounts, consolidating and preparing the financial
statements It also outlines the principles for preparing the notes
Financial and accounting controls to the consolidated financial statements.
Internal control procedures of the Group are designed to ensure To limit the risks of fraud, the segregation of duties is in place,
that accounting, financial and management information from approval of the orders to goods and services receipts to
communicated to corporate bodies of the Group provide a fair payments to the vendors and suppliers.
presentation of the activities and position of the Group:
All Group entities prepare accounts in the format chosen by the
● the financial statements of all the Group’s subsidiaries are
Group using a standardized package. All reclassifications from the
reviewed by the Finance Function; statutory accounts to the consolidated accounts are documented.
● access to the accounting information systems is formally
restricted in accordance with the functions and responsibilities Intercompany transactions are carried out in accordance with
of each user; market conditions and transfer pricing principles. Information
Systems represent the backbone of the Group’s internal control
● the financial information systems make it possible to record
framework and are fully supporting our processes.
transactions in a complete and exact manner, to trace them
and regularly back them up;
● all intercompany transactions are documented and reconciled
on specified dates depending on the nature of the transactions;
● the Company monitors its off-balance sheet commitments;

● comparisons and reconciliations are performed at various

levels, particularly between FP&A and Consolidation. The
consolidated financial statements are reviewed by the Group
Chief Financial Officer at the corporate level and the business
lines’ controllers.

38
 RISK MANAGEMENT AND INTERNAL CONTROL
Internal control components leading to an integrated approach to risk management 2
Information technology (IT) infrastructure Control of the disclosure of information externally
and information systems security (InfoSec)
● The Group has rules and specified procedures for preparing,
Information about IT infrastructure and information systems validating and approving press and news releases.
security is described in Chapter 3, section 3.4.4 of this Document. ● The Group follows a pre-determined process for the
preparation and distribution of its regulatory documents.

2.1.4 Information and Disclosure 2

The Group’s ability to meet its objectives depends on effective The Group organizes, generally on an annual basis, seminars for
dissemination of information at all levels of the Group. the Executive Leadership team and for Group senior managers
from all key locations worldwide.
Quality standards, security requirements or legal and professional
obligations demand that the procedures are documented and The Group has implemented a weekly, monthly and quarterly
accessible. The Group encourages sharing of knowledge and best reporting system by responsibility levels and relevance to obtain
practices. An intranet site provides all personnel with access to and share information necessary to carry out, manage and control
Group codes, policies, annual objectives, general instructions, operations. The scope of reporting covers operational, financial,
procedures, standards and other documents, which represent the legal and regulatory compliance information, internal or external
Group’s Management System. Generally, the intranet site of the to the Group.
Group enables better communication and cooperation between
the Group business lines, entities and support functions. Senior management evaluates the performance of the Group on
the basis of both internal and external information.

2.1.5 Monitoring activities

Risk Management Task Force Disclosure Committee
The Group has set up a Risk Management Task Force in charge of A Disclosure Committee was put in place in order to:
monitoring the efficiency of the internal control and risk ● share information, analyze its importance and determine the
management systems. Its members are the Internal Audit appropriateness of disclosures and their timing;
Director, the Risk Management and Insurance Director, the
● provide guidelines to ensure the reporting of material
Internal Control &  Quality Coordinator, the VP Legal Affairs and
Group Compliance Officer, the Chief Information Security Officer, information to be disclosed within the framework of half-year
and the HSE &  quality global manager. The Committee meets or annual communication to market authorities or financial
every month. The main objectives of this Committee are: markets;
● inform the Chief Executive Officer and the Group Chief
● information sharing of Group Internal Audit observations,
events and facts relating to the quality of risk management and Financial Officer of any changes, deficiencies or material
internal controls; weaknesses identified by the Committee in the process of
reporting of information.
● follow-up on the reported risks and internal control incidents,
which are classified by the Committee; and In 2021, the Committee was chaired by the SVP Group Controller
● recommendations for and coordination of the mitigation or
and Chief Accounting Officer and is composed of EVP Equipment;
process improvement actions taken in these areas. EVP Geoscience; EVP Multi-Client; VP Controller Geoscience; VP
Finance Equipment; SVP Finance Strategy Risk GGR; Group
Internal Audit Director; SVP Group Tax Director; SVP Group
Treasurer; EVP Group General Counsel and SVP Group
Communications and Investor Relations.
The Disclosure Committee meets three times a year: once after
closing of each semester and once a year for review of the
Universal Registration Document prior to its publication.

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2 RISK MANAGEMENT AND INTERNAL CONTROL
Internal control components leading to an integrated approach to risk management

Monitoring and Management Review Risk Management Committee, the HSE and Sustainable
Development Committee, the Appointment, Remuneration and
The Group’s business environment is continuously changing and Governance Committee and the Investment Committee each
evolving by its nature. As a result, the internal control system is regularly review the risk management in their specific domains of
continuously adapted taking into account the environmental responsibility. In accordance with Article L. 823-19 of the French
conditions and past experience. Commercial Code, the Audit and Risk Management Committee
monitors in particular the effectiveness of the internal control and
Operations are managed and evaluated against their performance risk management frameworks, with regard to the procedures
criteria on a day-to-day basis and are monitored by relevant layers relating to the preparation and processing of accounting and
of management across the organization, culminating with the financial information.
Executive Leadership team. Management carries out periodic
evaluations, taking into account the nature and importance of any
changes, which may have occurred. Reasonable Assurance
Key indicators that signal risk environment changes and adverse Every system of internal control, however well-designed and
trends have been defined and are reviewed in management effective, has inherent limitations. Notably, there are residual risks
meetings at each level. Transverse functions assist the business that may be circumvent or bypassed. This means that the internal
lines in monitoring these indicators and, when necessary, focusing control system can offer only a reasonable assurance as to the
attention on specific Group risks. reliability and completeness of financial statements. Furthermore,
The Group has implemented a global incident monitoring system the effectiveness of internal control procedures may vary over
for the 24/7 alerts. Actual incidents and high potential incidents time, in response to new circumstances.
(HPIs) anywhere in our operations must be reported within In order to evaluate the effectiveness of internal control
24 hours to the relevant management level. procedures on a regular and formal basis and beyond the related
The Board of Directors and its Committees regularly review key actions undertaken by the Internal Audit management, the Group
risks faced by the Group. The Board receives annually mapping of has put in place a tool for internal control self-evaluation for all
the key risks the Group faces and monitors implementation of entities of the Group.
agreed action plans and key controls put in place. The Audit and

40
 RISK MANAGEMENT AND INTERNAL CONTROL
Main risk factors and control measures 2
2.2 MAIN RISK FACTORS AND CONTROL MEASURES

This chapter includes the main risks identified during the year The risk factors also include some of the non-financial risks
ended December 31, 2021 to which CGG is exposed, at the date of reported as critical in Chapter  3 “Statement on non-financial
this Document, and whose occurrence could negatively impact performance” of this Document. 2
our business activities, financial results, outlook, reputation and
market share. As CGG operates in a constantly changing economic and
regulatory context with highly volatile market cycles, our
The risks identified by CGG as specific and material are grouped assessments and forward-looking statements are subject to
by categories based on their nature. The categories themselves uncertainties and risks that the Group is not aware of or does not
are not ranked by importance. However, the risks within each consider significant as of the date of this Document but which
category are ranked by their degree of criticality in terms of could affect our business activities and performance.
likelihood of occurrence and potential impact, starting with those
management believes to be the most material. For more details about the Risk Management system, please refer
to 2.1.2 “Risk Management” of this Document.
As detailed in the section 2.1.2 “Risk Management”, the main risks
described below (as per the Risk Map revised annually) are
residual risks, after implementation of mitigation measures to
prevent and control them.

RISK SIGNIFICANCE
LIKELIHOOD
Almost Certain

HIGH
Possible

MEDIUM
Rare

LOW
Unlikely

Low Significant Major Critical

IMPACT

41
2 RISK MANAGEMENT AND INTERNAL CONTROL
Main risk factors and control measures

The main Group risk factors and uncertainties identified and assessed in the year ended December 31, 2021 are ranked into the following
six categories:

Net Significance
Category Risk Factors Level
Risks relating to our Business, Governance and Strategy
2.2.1.1 Market Cyclicity and Highly Competitive Environment ESG High
2.2.1.2 Geopolitical Risks High
2.2.1.3 Strategic Partner Risks High
2.2.1.4 Energy Transition and Market Shift ESG High
2.2.1.5 Environmental Sustainability ESG Medium
Operational Risks
2.2.2.1 Loss of Key Asset and Value Impairment High
2.2.2.2 Supplier failure/Supply Chain Interruption/Shortage of component ESG High
2.2.2.3 Intellectual Property Mismanagement/Failure to protect Intellectual Property ESG Medium
Information Technology and Information Security Risks
2.2.3.1 Critical Business Information Technology Failure and Cyber Security ESG High
People Risks
2.2.4.1 Difficulties to Attract and Develop Adequate Expertise - Loss of Key People/Key Expertise ESG High
Economy and Finance Risks
2.2.5.1 Cash generation/Working capital variation Risk High
2.2.5.2 Unfavorable Currency/Exchange Rate Medium
Legal, Regulatory and Compliance Risks
2.2.6.1 Adverse Regulatory Change High
2.2.6.2 Non-Compliance ESG High
2.2.6.3 Fraud – Internal & External Medium

The following sections describe the main risks identified in the ● cybersecurity was challenged due to social distancing and due
year ended December  31, 2021, their potential impact and their to imposed teleworking during Covid-19 pandemic.
treatment plan.
For more details, please refer to sections  2.2.1.4, 2.2.2.2 and
The treatment plan includes, but is not limited to, examples of 2.2.3.1 of this chapter and section 3.2.2 of Chapter 3.
controls and mitigating actions as listed below. This is not a
comprehensive list. The climate change risk also impacts many of the risks of the
Group, namely:
It must be noted that there are three transverse risks – Covid-19 ● energy transition and  market shift and environmental
pandemic, climate change and inflation - present in several of sustainability;
CGG’s risks described below.
● adverse regulatory change; and
The Covid-19 pandemic has had and continues to have an ● investor moves away from oil & gas.
impact on the Group, namely:
● energy transition and market shift: international oil companies have From an operational point of view, as Group’s activities are
reduced their exploration expenditures as they pursue new directly linked to the energy sector, its value chain may be
strategies involving  : stricter cash management for deleveraging affected by climate change and its consequences on fossil energy
and dividend assurance ; focus on low cost/low carbon oil ; diversion demand.
of capital into green energy and/or carbon capture. Exploration For more details, please refer to sections 2.2.1.4 and 2.2.1.5 of this
investments do not seem to be recovering commensurate with oil chapter and sections 3.5.1, 3.5.2, 3.6.1 and 3.8 of Chapter 3.
price increases, as was the case in the past;
● supply chain disruption/shortage of raw materials and
components: the supply chain was also affected due to demand
variation, distancing measures, lower productivity, higher
transportation costs and logistical constraints and;

42
 RISK MANAGEMENT AND INTERNAL CONTROL
Main risk factors and control measures 2
Inflation could also have a transverse impact on others risks the main risks of cost increases, related to inflation, reside in the
of the Group. electricity needed to run our processing centers, and in salary
inflation. Cost of components in our Equipment division, as well as
Global inflation is running at an unusually high rate driving up the variable costs in relation to our contract for marine seismic
prices of goods, services, and wages. If most economic surveys acquisition services with Shearwater, to support our Multi-Client
and Central Bank Authorities used to conclude that such inflation business, could also be impacted. However, the main portion of
was temporary, they are now progressively stating that inflation is our contract with Shearwater is set at a fixed rate.
back, but at undetermined levels and could lead to supply
shortage. Except for our $100 million undrawn Revolving Credit, most of our 2
financing bear fixed interest rates, as do our facility leases and
While generally we benefit from energy price increases, which we real estate rents.
did see in 2021, general inflation could negatively impact our
operations and profitability to the extent we would be unable to For more details, please refer to sections  2.2.1.1, 2.2.4.1 and
push cost increases to our customers. At CGG, we consider that 2.2.5.2 of this chapter.

2.2.1 Risks related to our Business, Governance and Strategy

2.2.1.1 Market Cyclicity and Highly associated with exploration, development and production but may
not be the most cost-effective choice for producers exploring and
Competitive Environment producing in lower-risk areas.
Demand for our products and services is linked to the level of It is difficult to predict how and where oil and gas companies will
expenditures by oil and gas companies in their effort to find, choose to invest, as this is subject to a large number of
develop and produce hydrocarbons. These expenditures are considerations including, but not limited to, those indicated above,
discretionary in nature and can vary significantly based on oil and as well as:
gas prices and expectations regarding future hydrocarbon prices,
● demand for hydrocarbons, which is affected by worldwide
which may fluctuate based on relatively minor changes in the
population growth, economic growth rates, and general
supply of and demand for oil and gas, expectations regarding
economic and business conditions, including reductions in
future changes and other factors beyond our control. Lower or
travel and commerce relating to the Covid-19 pandemic;
volatile hydrocarbon prices tend to limit the demand for our
products and services. For instance, our customers announced ● government policies regarding the development of oil and gas

significant cuts in their exploration and production spending reserves in their territories, as well as governmental laws,
during the year ended December  31, 2020 as a result of the policies, regulations and subsidies related to or affecting the
decline in demand for oil and gas following the outbreak of the production, use, and exportation or importation of oil and
Covid-19 pandemic and the decline of the Brent oil price which natural gas;
resulted in the deferral of projects by approximately 30% in the ● the ability or willingness of the Organization of Petroleum
industry compared to the year ended December 31, 2019. Exporting Countries and other oil producing countries to
balance supply and demand;
At the same time, increases in oil and natural gas prices may not
necessarily increase demand for our products and services or ● shareholder activism, activities by non-governmental
otherwise have a positive effect on our financial condition or organizations, or pressure from the general public to restrict
results of operations. For instance, following the improvement of exploration, development and production of oil and natural gas;
oil prices during 2021 from their lowest levels in March 2020, our ● development, exploitation, relative price and availability of
clients, especially the IOCs, did not increase their E&P spending alternative sources of energy and our customers’ shift of
and continued to maintain capital discipline, prioritizing capital to the development of these sources;
deleveraging, dividends and share buybacks, at the same time
● the overall costs and risks of exploring for, developing and
increasing their investments into energy transition. It is possible
producing oil and gas in different locations;
that trends in oil and gas exploration, development and production
will become increasingly divorced from commodity prices. ● the oil and gas companies’ perception of prospects of different
global basins;
In addition, the locations where oil and gas companies choose to
● changes in short and medium-term investment decisions
invest in exploration, development and production can have a
following the outbreak of the Covid-19 pandemic and its impact
material effect on our business. Demand for our products and
on oil and gas prices;
services may not reflect the level of activity in the industry, as our
data libraries are located in specific basins globally (including, in ● the strategies selected by oil and gas companies to manage

particular, the Gulf of Mexico, Brazil, the North Sea and the their portfolios;
Permian Basin) and approaches in the selection of products and ● volatility in, and access to, capital and credit markets, which
services used for finding and producing oil and gas vary between may affect our customers’ activity levels and spending for our
customers and basins. Our offerings are preferred where high-end products and services;
geoscience technology is perceived to lower the risks and costs

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● technological advances affecting energy consumption; and customers and as a result may not achieve market acceptance. If
● the development of technologies that can significantly affect our customers decide to shift away from our offerings to lower-
the costs and risks associated with exploration, development cost products and services, either because of constraints on their
and production. capital expenditures or because we are not successful in
differentiating our offerings from those of our competitors, we
If oil and gas companies decide to invest in regions where we are would suffer a loss in our market share and a negative impact in
not active, where our data portfolio is less extensive or if our results of operations and financial condition.
customers prefer lower-cost solutions, our business, results of
operation and financial condition could be materially affected. Examples of mitigating activities

Examples of mitigating activities The following measures have been put in place to mitigate the
risks related to loss of clients due to their acceptance of lower
The following measures have been put in place to mitigate the cost solutions:
risks related to lower capital expenditures by the oil and gas ● we have systems in place to monitor our competition’s
industry: technological and service offerings and the level of acceptance
● following the outbreak of the Covid-19 pandemic, we of lower cost technologies by our customers;
immediately reduced our capex, in respect of both our multi- ● we seek to maintain premium positioning by differentiating
client and equipment, segments, and commenced a review of ourselves through technological advances, data and image
our worldwide footprint, aimed at reducing our presence in or quality, equipment quality, reliability and customer service;
exiting certain countries in order to focus our activities on the
● we continue to advance imaging technology to ensure that we
main basins for oil and gas exploration. We have not changed
that strategy and continue to balance our investments with the remain at the forefront of the market;
activity and spend of our customers; and ● we use our in-house multi-client data across the globe to

● we also reviewed our cost base, identified areas where we

develop our technology so that the results of the new
could reduce costs without jeopardizing the quality and safety techniques can be freely shown to customers;
of our products and operations and implemented such ● we continue to invest via capital expenditures and R&D,
reductions. including ensuring that the high-performance computing
resources necessary to produce “next-generation” imaging are
For more details, please refer to Chapter 1, section 1.1.3.2 of this available when needed;
Document.
● we focus on recruitment to ensure we employ the right people

We operate in a highly competitive environment and in all relevant areas (researchers, developers, imagers,
programmers and IT specialists);
unanticipated changes relating to competitive factors
in our industry may impact our results of operations ● we focus on communicating the advantages of superior
imaging quality to our clients; and
We compete on the basis of a number of different factors, such as
● we have commercial discussion and maintain relations at all
product and service offerings, project execution, customer service
and price. Maintaining our competitive advantage in high-quality levels with customers to ensure price is not the overriding
solutions requires us to continuously invest into research and consideration when projects are awarded.
development (R&D) in order to be able to innovate and keep For more details, please refer to Chapter  3, sections  3.4.1, 3.4.2
abreast of the latest technological changes. However, we may be and 3.8 of this Document.
unable to capture the full value of innovations and may encounter
resource constraints or technical or other difficulties that could Inflation
delay the introduction of new and enhanced services in the future.
We are seeing inflationary pressure coming from goods, services
We may also commit errors or misjudgments in our planning and
and wages. We attempt to pass these costs on to our clients, but
misallocate resources, for instance, by developing services that
there is no guarantee we will be successful as pricing pressure
are not commercially viable but require large investments in R&D
from clients and competitors remains strong in our markets,
and capital expenditures.
regardless of general inflation. Our failure to increase prices
We are focused on providing premium products and services and would result in reduced margins.
have positioned ourselves at the high-end of the market. While we
Examples of mitigating activities
believe our customers choose us specifically for the value and
quality of our offerings, they may decide to buy products and ● we try to compete as much as possible on the value and quality

services from our competitors if we are unable to continue to of our products and services;
convey the benefits of our offerings as compared to lower-cost ● we try to maintain multiple suppliers of products and services;
options. While our R&D strategy is focused on developing the and
highest value and quality solutions, our products and services ● we monitor and respond to wage inflation on a country-by-
may not be perceived as the most cost-efficient options for our country basis.

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2.2.1.2 Geopolitical Risks ● we deliver general awareness and targeted training to exposed
stakeholders to ensure understanding of the risks and risk
With operations worldwide, including in emerging markets, our mitigation responsibilities;
business and results of operations are subject to various risks ● we implement and maintain policies and procedures
inherent in international operations. These risks include: formalizing risk control processes and responsibilities;
● instability of foreign economies and governments, which can periodically audited to ensure applicability, compliance,
cause investment in capital projects by our potential customers efficiency and to identify opportunities for improvement;
to be withdrawn or delayed, reducing or eliminating the ● we monitor and analyze questions, concerns and potential 2
viability of some markets for our services; incidents to determine remedial actions and opportunities for
● war, terrorism, riots and uprisings, which can make it unsafe to improvement;
continue operations and expose us to losses; ● we apply general third party and transaction due diligence
● challenges in protection and enforcement of intellectual screening processes at all steps of the project lifecycle; and
property rights; ● we apply specific due diligence processes related to exposed/
● fraud and political corruption; high risk transactions and third parties.
● changes in legal and regulatory requirements;

● inability to repatriate income or capital; 2.2.1.3 Strategic Partner Risk

● trade restrictions, trade protection measures, price controls, or
We enter into strategic partnerships and joint ventures from time
trade disputes; and to time in the course of our operations. We are subject to risks
● foreign exchange restrictions, import/export quotas, sanctions, related to these partnerships, including failures by our strategic
boycotts and embargoes and other laws and policies affecting partners to perform their obligations in accordance with our
taxation, trade and investment. expectations  or in breach of the terms of the agreements that
govern our relationship.
CGG is exposed to geopolitical risks mainly due to its business in/
with China and Brazil as well other countries such as Russia, Our overseas operations are dependent on our good relationship
which can have significant impact. and continuous cooperation with our local partners and
governments. For instance, our subsidiary Sercel operates in
In addition, global market and economic conditions are uncertain
China through Heibei Sercel-Junfeng Geophysical Prospecting
and volatile. In recent periods, economic contractions and
Equipment Co. Ltd. (SJF), a joint venture in which Sercel holds
uncertainty (accelerated following the outbreak of the Covid-19
51% of the share capital, and BGP Ltd. (BGP), a subsidiary of the
pandemic) have affected the balance between the demand and
Chinese state-owned enterprise China National Petroleum
supply for oil and natural gas. This dynamic has resulted in
Corporation (CNPC), holds nearly 30% of the share capital. The
increased volatility in oil and gas prices and a reduction in the
remainder of the share capital is held by a shareholding vehicle,
levels of exploration, development and production spend for
for employees of SJF. BGP is a major player in seismic acquisition
hydrocarbons, therefore affecting demand for our products and
and geoscience processing in China and related overseas markets
services.
and remains the primary customer of SJF. As a result of these
Turmoil in the credit markets could also adversely affect us and arrangements, Sercel depends on BGP’s continuous cooperation
our customers. Limited access to external funding has in the past and may be significantly affected if BGP decided to stop
caused some companies to reduce their capital spending to levels cooperating with Sercel or to develop its own equipment
supported by their internal cash flow. Some companies have manufacturing factory.
found their access to liquidity and capital constrained or subject to
On January 8, 2020, the Group completed the sale of its interest
more onerous terms. In this context, our customers may not be
in Global Seismic Shipping AS (GSS), an entity indirectly owning
able to borrow money on reasonable terms or at all, which could
five seismic vessels, which subsequently acquired all of CGG’s
have a negative impact on their demand for our products and
streamers, to Shearwater. The Group contracted with Shearwater
impair their ability to pay us for our products and services on a
for guaranteed access to their global fleet (the “Capacity
timely basis, or at all.
Agreement”). However, if Shearwater is unable to deliver access
Examples of mitigating activities to its fleet in accordance with the terms of our contractual
arrangements or if they provide lower quality data than expected
The following measures have been put in place to mitigate or if their acquisition techniques are not sufficiently advanced, the
geopolitical risks and risks related to the volatility of the global value of our multi-client libraries could deteriorate in the future.
economy:
● we provide appropriate resources and expertise to monitor
For more details on the terms and conditions of the Capacity
geopolitical changes and legislative and regulatory requirements; Agreement, please refer to section 1.1.3.1 of this Document.

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In addition, in connection with our exit from the Marine Data The pace and magnitude of the demand shift from hydrocarbons
Acquisition business, Shearwater CharterCo AS entered into five- to renewables remains unclear and difficult to predict, and its
year bareboat charter agreements (guaranteed by Shearwater) impact on our business is subject to a number of factors including
with GSS and its subsidiaries for five high-end vessels equipped the following:
with streamers. CGG has agreed to substitute itself for ● global commodity prices for hydrocarbons and the price and
Shearwater CharterCo AS as charterer of the five high-end availability of alternative fuels;
seismic vessels (equipped with streamers) in the event of a
● raising inflation, if it impacts oil and gas more than renewables
payment default by Shearwater CharterCo AS under its charter
party agreement with the GSS subsidiaries (the “Step-In energies;
Agreements”). Because CGG is required to pay a portion of the ● global and local economic and geopolitical conditions;
amounts due under the Capacity Agreement directly to the GSS ● laws and regulations that restrict the use of fossil fuels or increase
subsidiaries to cover Shearwater CharterCo’s obligations under its the use of alternative fuels, including governmental policies
bareboat charter agreements, a payment default can be triggered regarding atmospheric emissions, use of alternative energy, and
only by a CGG payment default or a Shearwater insolvency. the exploration, development and production of oil and gas;
The Step-In Agreements will not impact the statement of financial ● the development of technologies that significantly affect the
position unless a trigger event, as described above occurs. In such costs and risks associated with any energy source (for
circumstance, the obligations under the Capacity Agreement example, battery efficiency or emission reduction technology);
would be terminated and replaced by the obligations under the ● actions by members of governmental or non-governmental
Step-In Agreements (for a lower amount than the Capacity organizations, shareholders, investors or the general public
Agreement). that favor or penalize one source of energy over another;
For more details on the terms and conditions of the Step-In ● any change in our banks’ or investors’ perception of the energy
Agreements, please refer to section 1.1.3.1 of this Document. transition that could cause them to adjust meaningfully their
opinions of our Company and significantly change their
Examples of mitigating activities
exposure to our debt and equity;
The following measures have been put in place to mitigate the ● the change in the perception of the energy transition by
impact of risks related to our strategic partnerships: potential employees that makes it more difficult for us to
● we include contractual provisions in the agreements governing attract qualified talent;
our joint ventures and strategic partnerships to, among other ● our ability to predict global energy demand and modify our
things, address non-compliance by our counterparties with business to effectively address the pace and magnitude of
these agreements and establish specific standards for services these changes; and
or products to be provided by them; and
● the strategies and investments selected by oil and gas
● we try to maintain good communications with joint venture companies to address the energy transition.
parties to ensure early notice of any issues.
Driven by political forces and forecasts of a world moving away
from petroleum products, several large oil companies have
2.2.1.4 Energy Transition and Market Shift recently stated that they have the reserves needed to produce all
the oil they ever will. Actions driven by this position could
Our business today depends on the level of activity in the oil and drastically reduce frontier exploration with particular impact on
gas industry, and demand for our products and services is tied to our multi-client library.
the exploration, development and production of hydrocarbons.
Society in general and numerous organizations such as A theme of finding “cheap, low-carbon oil” is developing in the
governments, non-governmental organizations, and financial industry. This could have a negative impact on our multi-client
institutions are increasingly encouraging directly or indirectly the library by reducing geographic areas of interest.
reduced consumption of carbon-based energy products and the
In particular, laws or regulations intended to limit or reduce emissions
establishment of a low-carbon renewable energy mix, in order to
of gases, such as carbon dioxide, methane and other greenhouse gases
combat climate change. As social interest regarding the energy
or nitrogen oxides, can impact our business and may seriously impact
transition continues to grow worldwide, demand for renewables
the demand for our clients’ core products in the future, and therefore
(as a partial or complete substitute for hydrocarbons) continues to
would significantly reduce the demand for our current core products
increase. In this context, oil and gas companies are experiencing a
and services. In addition, such laws, regulations and proposals may
shift in demand away from traditional oil and gas and toward
also result in more onerous obligations with respect to our operations,
lower-carbon sources of energy such as renewables. A rapid and
including the facilities where we manufacture our products. Such
major shift toward renewables could significantly impair our
decline in demand for our products and services, and such onerous
business by reducing demand for our products and services and
obligations in respect of our operations, may adversely affect our
impairing the value of our multi-clients library.
financial condition, results of operations, or cash flows. The European
Union has already established greenhouse gas emission regulations as
have many other countries, including the United States. If regulations
are updated, or new regulations are put in place that reduce demand
for oil and gas, or increase our direct or indirect costs, as an example if
our suppliers incur additional costs that get passed on to us, this could
impair our business.

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Main risk factors and control measures 2
Examples of mitigating activities CGG group is committed in lowering its carbon footprint
throughout its value chain. We monitor our progress towards the
The following measures have been put in place with the aim to reduction targets we have made public in 2020. The majority of
mitigate the risks related to energy transition: our direct emissions come from our electricity requirements to
● implementation of an energy transition strategy and roadmap power our Data Centers. We continually look for ways to reduce
to ensure awareness and to anticipate and respond to the pace this impact on the environment by focusing on increasing the
and magnitude of the shifts in demand for our products and share of low carbon content energy in our mix and by investing in
services; technologies that improve our global energy efficiency.
● expansion of our products and services offerings into markets
2
CGG group is committed to facilitating the transition towards
beyond oil &  gas, such as those associated with energy lower carbon and renewable energy supplies. We participate
transition, as an example geothermal, carbon capture, proactively in sustainability which is aligned with our long-term
utilization and storage (CCUS) and environmental geoscience, culture of responsibility and accountability in the way we conduct
as well as markets beyond oil &  gas and energy transition as our operations.
an example digital sciences and infrastructure monitoring;
● regularly monitoring changes to regulations and governmental
Examples of mitigating activities
policies related to energy transition; and The following measures have been put in place with the aim to
● we have performed risk modelling to assess potential business mitigate the risks related to Environmental Sustainability:
impacts under different scenarios. ● we invest and will continue to invest, in new technologies that

For more details, please refer to Chapter  3, sections  3.5.1 3.5.2 reduce our direct carbon emissions that allow us to offer to our
and 3.8 of this Document. Clients products to support environmentally conscious
activities;
● we measure and strive to improve our overall sustainability
2.2.1.5 Environmental Sustainability performance and we publish it so that stakeholders can review
our progress;
We are subject to the risk that the global community,
governments, stakeholders and their carbon neutral ● we participate in the carbon disclosure project (CDP) and we

commitments, impose increased pressures on the regulatory see value integrating our score with prominent ESG Ratings
bodies, investors, bankers, insurers and other players, including Agencies to manage and mitigate risks and identify
but not limited to our clients and suppliers to distance themselves opportunities; and
from O&G related companies. We recognize the impact of climate ● we started in 2021 a project to monitor the ESG performance of
change and the potential effect on our business, and our market our supply chain that we will actively deploy in 2022.
and acknowledge the risks associated with not taking steps,
taking the wrong steps or not taking them at the right time to For more details on our efforts and initiatives, please refer to
mitigate its impact. Chapter 3, sections 3.5.1, 3.5.2, 3.6.1 and 3.8 of this Document.

2.2.2 Risks related to our Operations

2.2.2.1 Loss of Key Asset and Value other consequences and may result in personal and/or property
damage or business interruption, which could impact our results
Impairment of operations and financial results.
We are subject to the risk that one of our physical sites is Examples of mitigating activities
rendered totally or partially unavailable by a major event. Our
Geosciences seismic data processing and imaging business relies The following measures have been put in place to mitigate the risk
on physical infrastructure hosted primarily at three data centers. of loss of physical assets:
Problems, including those rising to the level of loss events, at one ● HSE management with regular site management visits and risk
or more of our data centers, whether or not within our control, assessments;
could result in service interruptions or significant infrastructure or ● implementation of a crisis management plan at the Group level
equipment damage and a large loss of service capability and and emergency response plans specific to each of our sites to
revenue. In our Equipment business, Sercel manufactures a wide account for the risks linked to the activities of the site and to
range of geophysical equipment at various manufacturing the site’s location;
facilities. Damage to or destruction of any one of our factories
● implementation of a business continuity plans for each site;
could result in significant loss of production capacity as well as in
loss of access to certain of our information technology databases. ● risk of loss at our data centers is also mitigated by use of dual
independent network supplies at certain of our sites, use of
A loss event as a result of fire, natural hazard, extreme weather generators and uninterrupted power supply (UPS) units to
event or explosion, or due to critical equipment failure, third party protect critical systems, data protection mechanisms
event or cyber-incident could impair our ability to provide services (including regular back-up of critical information) and fire
and deliver products and could harm our reputation. Any such protection; and
event occurring at one of our sites or in its vicinity could also have

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Main risk factors and control measures

● risk of loss at our factories is also mitigated by regular We may also need to impair or write-down the value of other
insurance audits (which focus on, among other aspects, assets on our balance sheet, such as our multi-client library,
measures in place to prevent fire and explosion), regular risk depending on a variety of factors, many of which are beyond our
assessments and key product business impact analyses that control, including the level of spending from our customers which
enable us to determine key products for which further itself notably depends on the future hydrocarbons price and
mitigation measures such as safety stocks, duplicate volatility. Technological or regulatory changes or other
production lines and stock split are necessary. developments could also adversely impact the value of our
assets. For example, regulatory changes such as limitations on
We may need to impair goodwill or the carrying value drilling could affect the ability of our customers to develop
of other assets and liabilities on our balance sheet exploration and development programs, either generally or in a
specific location where we have acquired data, and technological
We have been involved in business combinations leading to the changes could make existing data obsolete.
recognition of goodwill on our balance sheet. Goodwill is subject
to impairment that could have material adverse effects on our In this context, we run regular reviews, especially for our multi-
results of operations. client library. As mentioned in notes  1 and 10 to our 2021
Consolidated Financial Statements, we perform, at least once a
As mentioned in notes 1 and 11 to our 2021 Consolidated Financial year, an impairment test for all multi-client surveys, based upon
Statements, at least once a year, we perform the impairment test updated sales forecasts, on top of the systematic test which is
of the goodwill allocated to the cash generating units to assess carried out on the delivery date of each survey. In addition to these
whether an impairment loss must be recognized. To do so, we regular tests, we also conduct impairment tests whenever there
determine the value in use of our cash generating units by is any indication of potential loss of value. As of December  31,
estimating their future cash flows, discounted to the present 2021, the carrying value of our multi-client library was
value at the updated sector weighted average cost of capital US$393  million. In 2021, we recorded US$21.2  million of
(WACC). In addition to this year-end test, we also perform impairment loss, due to the downward revision of expected sales
impairment tests whenever there is any indication of potential of one survey pursuant to the development of political context in
loss of value. Factors that could trigger such ad hoc reviews the UK unfavorable for exploration.
include, among others, the following:
● significant underperformance relative to expected operating
See Notes 1, 10 and 11 to the Group's 2021 Consolidated Financial
results; Statements, for more details.
● significant changes in the strategy for our overall business;

● significant negative industry or economic trends;

2.2.2.2 Supplier Failure, Supply Chain
● material change in the trajectories of recovery of E&P spending
Interruption and Shortage of
or growth of Beyond the Core new businesses ; Components
● specific events affecting the value of the asset, such as a
The high technology content of our products and services renders
change in goverment policy affecting lease rounds; and us dependent on the supply of electronic components. These
● introduction of new Businesses. components could be unavailable to us temporarily or for
extended periods of time, as a consequence of the worldwide
We recognize an impairment loss in the income statement
generalized shortage post Covid-19 and/or when the demand is
whenever the carrying amount exceeds the recoverable value. In
high, and their production is fully captured by larger users. This
2021, for the second consecutive year, the level of activity of our
would mainly affect single source suppliers where there is a lack
Multi-Client business was impacted by cuts and deferrals in E&P
of or limited number of alternatives.
spending. While we expect the multi-clients sales to increase
significantly going forward, fueled by spending recovery after two In order to reduce the impact of a temporary shortage (below
years of underinvestment and expected growth coming from 6 months), as per our Business Continuity Management Plan, the
Beyond the Core new businesses (CCUS in particular), we revised single source components used in our main (strategic) products
downwards the near-term future cash flows of our Multi-Clients are identified and properly secured depending on their risk
CGU compared to our forecasts at December 31, 2020, based on assessment.
lower than expected sales both in 2020 and in 2021. We hence
recorded US$102  million of impairment loss relating to the In case of the generalized and long-term shortage, as materialized
goodwill of our Multi-Client cash generating unit in 2021. Given with the outbreak of Covid-19, immediate mitigation actions were
the volatility of the markets where we operate, the uncertainty in taken at the first signs of the shortage. From February  2021,
the E&P spending and Beyond the Core new businesses growth ramping-up gradually during the year, we ordered components to
trajectories, we may need to write down goodwill in potentially cover all 2022 estimated production plan for the strategic
material amounts in the future. products. Lately, we ordered the components for H1 2023
production plan (without being sure to be delivered on time).
Thanks to our agility and fast decision-making, our production and
sales have been fully secured in 2021 (and expected for Q1 2022).
As the crisis endures, serious potential shortfalls have been
identified for Q2 2022, which are being addressed by our Sourcing
and Supply Chain Departments.

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Main risk factors and control measures 2
We are also vulnerable to other disruptions in the supply chain services. In our industry, new and innovative technologies are
from changes in government regulations, tax regulations, rarely available for us to purchase from third parties, so we must
currency exchange rates, strikes, boycotts, natural disasters and develop them internally. If we are not able to develop and produce
other disruptive events such as transportation congestions, as new and enhanced products and services on a cost-effective and
well as a sub-contracting failure. Our French manufacturing sites timely basis to replace technologies that have become obsolete,
outsource part of their production to local third-party companies, our business, financial condition and results of operations could
which expose us to the risk of failure of such suppliers (such as suffer.
bankruptcy, natural or industrial loss, default of compliance, etc.).
According to our Business Continuity Management Plan, for all We invest heavily in R&D and rely on innovation to offer new and 2
critical electronics sub-contractors, and most of the mechanical more efficient products and services to our customers. Protection
ones, we have an alternative supplier for the strategic products, of our intellectual property rights (IP), especially our innovative
which reduce our risk. algorithms and data processing, in particular, in our Geoscience
division where this is the primary asset and proprietary database
Because we rely on third party suppliers, we are subject to as well, is essential for our business. We are exposed to risks
disruptions outside of our control, which may adversely affect our associated with the misappropriation or infringement of that
ability to deliver our products and services to our customers. technology and rely on a combination of patents, trademarks and
trade secret laws to protect our proprietary technology. Our
Examples of mitigating activities ability to maintain or increase prices for our products and services
The following measures have been put in place to mitigate the risk depends in part on our ability to differentiate the value delivered
of supplier failure, supply chain interruption and component by our products and services from those delivered by our
shortage: competitors. Our proprietary technology plays an important role in
this differentiation.
● implementation of Business Continuity Management Plans,
periodically reviewed, tested and updated; We have a patent portfolio, which as a whole is material to our
● distribution of outsourced operations among several operations and business. We actively protect and promote our
subcontractors, each having a small proportion of the patents, but the laws of certain countries do not protect
aggregate outsourced activity, and identification of alternative proprietary rights to the same extent as for example, the laws of
suppliers for the strategic products; France or the United States, which may limit our ability to pursue
third parties that misappropriate our proprietary technology.
● periodical analysis of single source components (including
Furthermore, the protection of our algorithms through patents
analysis of other risk factors related to relevant supplier) with
requires us to disclose the underlying methodology. Considering
consequent adjustments to the safety stocks and/or search for
that keeping such algorithms and codes secret from our
alternative vendors;
competitors and other third parties is essential in giving us a
● “key product business impact” analysis to determine the competitive edge, we often seek to maintain these as trade
products for which further mitigation measures, to guarantee secrets rather than patents, which may offer less protection.
adequate supply, are necessary, such as safety stocks of key
components, duplicate production lines (i.e. production at Although we take steps to strictly maintain the confidentiality of
multiple Sercel sites or subcontracted sites) and split inventory our proprietary and trade secret information, unauthorized use,
(products stored at multiple sites); and misappropriation or disclosure may nevertheless occur. Our
actions to protect our proprietary rights may not be adequate to
● anticipation of components’ obsolescence, using a worldwide
deter the misappropriation or independent third-party
platform, which alerts us soon enough to take mitigating development of our technology. The use of our intellectual
decisions (last buy, alternative component, etc.). property and other proprietary information and know-how by an
For more details, please refer to Chapter  3, section  3.3.2 of this unauthorized third party could reduce or eliminate any
Document. competitive advantage that has been developed and consequently
cause us to lose market share or otherwise adversely affect our
business, operating results or financial condition.
2.2.2.3 Intellectual Property
We also actively monitor our operations to ensure that our
Mismanagement/Failure to Protect activities do not infringe third parties’ intellectual property rights.
Intellectual Property However, we cannot assure that our technology and services will
not be challenged by third parties as infringing on their
Technology changes rapidly in energy and natural resources intellectual property rights, and we may be subject to lawsuits
industry, and our success depends to a significant extent upon our claiming that certain of our products, services, and technologies
ability to develop and produce new and enhanced products and infringe the intellectual property rights of others. Although we do
services on a cost-effective and timely basis in accordance with not have any current litigation involving our intellectual property
industry demands. In the markets where we operate, rights or the intellectual rights of others that could have a
technological innovation is frequent, and industry and regulatory material impact on the Group, if such litigation may take place in
standards are constantly evolving. Both factors could contribute the future.
to the obsolescence of our existing technology, products and

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Main risk factors and control measures

Examples of mitigating activities ● we have a global policy addressing IP protection, we regularly

conduct assessments and provide training to relevant
The following measures have been put in place to mitigate IP employees; and
risks:
● we enter into confidentiality and license agreements with our
● we actively monitor our technological developments to guard
employees, customers, potential customers and partners to
against inadvertent use of a third-party/competitors’ IP rights; limit access to and distribution of our technology. Our customer
● we maintain an intellectual property portfolio consisting of a data license and acquisition agreements also identify our
combination of patents, trademarks and trade secrets to proprietary, confidential information and require that such
establish and protect our proprietary technology; proprietary information be kept confidential. In addition, our
● we have a dedicated IP Department that closely collaborates collaboration agreements provide requirements for the
with our innovation, research and development teams, and rely confidentiality and ownership of commonly developed
on both internal legal and specialized outside counsel to assist proprietary technology and information.
with IP related matters; For more details, please refer to Chapter  3, section  3.4.3 of this
Document.

2.2.3 Risks related to Information Technology and Cyber Security

2.2.3.1 Critical Business Information interruptions in the flow of data between our systems and from
our servers to our customers. In addition, our business lines are
Technology Failure and Cyber increasingly managed through IT solutions. The majority of the
Security risks operational functions  related  to our businesses are managed
through enterprise resource planning (ERP) systems and
The technologies we apply in our industry are increasingly using centralized global treasury management systems. If we were to
emerging tools, techniques and applications to improve the lose access to these systems, we may experience issues with
quality and effectiveness of their operations. Machine learning, processes such as customer invoicing, vendor payments,
high-performance computing (HPC) and cloud computing are now accounting (including delayed monthly closings), production
part of the standard solutions that the industry is implementing. planning (for instance, in connection with our Equipment
Although these new technologies and solutions bring a significant business), compliance and human resources issues. As these
value to the industry, they also increase its exposure to cyber- systems are integral with our ability to operate smoothly, we
related incidents and to Information Technology (IT) systems apply a risk-based approach to protecting them from cyber and
failure risks. We depend on these digital technologies and related other threats.
infrastructure (including the servers that host our multi-client
data libraries) to perform many of our services, deliver our Disruptions or failures in the physical infrastructure or operating
products and to process and record financial and operational data. systems that support our businesses and clients, or cyberattacks
or security breaches of our networks or systems, could result in
Also, the Covid-19 pandemic has accelerated and intensified the the loss of clients and business opportunities, legal liability,
remote working adding dependance on information technology regulatory fines, penalties or intervention, reputational damage,
and challenging our systems and networks and those of our reimbursement or other compensation and additional compliance
vendors, suppliers and other business partners. costs, any of which could materially adversely affect our business,
In the context of intensification of digitalization, the frequency and financial condition and operating results.
sophistication of cyber incidents, including deliberate attacks, and Examples of mitigating activities
other data breaches are increasing and may result in an increase
in our exposure to risks such as: The following measures have been put in place to mitigate risks
● hacking of physical facilities (plants, security systems, etc.);
related to IT systems failures and cyber security risks:
● we have a Group policy signed by the CEO, and a dedicated
● failure of data protection through unauthorized release,
gathering, monitoring, misuse, loss, or destruction of information security team at the Group level supported by a
proprietary, personal and other data/information; network of individuals at the regional and business line level;
● we have implemented a number of processes aimed at cyber
● cyber fraud & ransomware attacks; and
security, including a dedicated information security
● any other disruption of business operations. management system aligned with international recognized
Moreover, despite any precautions we may take, damage from standards (NIST), an information security incident response
fire, floods, hurricanes, power loss, telecommunications failures plan, training and drills, annual penetration testing and cyber
and similar events at our computer facilities could result in security exposure assessments conducted by external
partners;

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Main risk factors and control measures 2
● we have a mandatory information security e-learning for all ● we have data managed by hosting partners on two separate
employees, in addition to more job-specific training and drills to sites, providing data redundancy;
test our processes. The general awareness program is ● we deploy tools to improve our visibility and alignment with
reinforced by our phishing simulation program aimed to internal and external data compliance obligations and to
increase the skills and awareness of our employees in regard leverage the data classification processes;
to malicious emails;
● we monitor through our Information Security systems
● we also have partnerships with a well-recognized security potential/actual incidents; and
service provider and with industry groups for sharing 2
information and intelligence; ● we have implemented processes, including involvement of key
stakeholders in the decision-making process regarding
● we utilize the latest technologies such as network traffic contractual engagements with clients, suppliers and
monitoring and management, firewalls, network access subcontractors related to data privacy, maintaining a data
controls, vulnerability scanning, patch management tools, VPN privacy working group with members from our legal and
access, encryption, end-point protection, cloud access security information security functions, maintaining an IT Governance
controls and secured internet gateways, among others; Committee, regularly reviewing our compliance with internal
● we have data recovery plans in case of critical outages tested and external obligations and assessing cyber exposure to
regularly; identify potential internal/sensitive CGG data available in the
● we have maintenance of back-ups for critical business public domain.
processes; For more details, please refer to Chapter  3, section  3.4.4 of this
Document.

2.2.4 Risks related to our People

2.2.4.1 Difficulties to Attract and Develop Our  difficulties to attract and retain the technically skilled and
qualified team members could have a material adverse effect on
Adequate Expertise – Loss of Key our reputation, business, prospects, operating results and
People/Key Expertise financial position.
We depend on key people and key expertise as highly skilled In addition, the inflation rates and salary increase market trends
scientists, engineers and technicians to develop, launch and that we experienced in 2021 in the countries where we operate
service our products and solutions. If we are unable to hire, are generating a risk of having an increase in our compensation
engage and retain these key people for any reason, we risk the cost base as well as difficulties in retaining and attracting
loss of know-how and technical expertise, which could, in certain employees if we were unable to cope with those compensation
circumstances, lead to delayed product rollouts and disruptions to market trends and expectations.
existing customer relationships. A limited supply of such skilled
Examples of mitigating activities
personnel is available, and demand from other companies and
industries may limit our ability to fill our human capital needs in The following measures have been put in place to drive
the short term or at all. In addition, given that we operate in recruitment and retention:
multiple jurisdictions throughout the world, we face competition ● identification of key employees during yearly people review
for highly skilled and qualified employees in various markets and process; talent management and development programs to
are required to adapt our benefits packages to meet the drive career progression and individual engagement;
expectations in local markets.
● succession planning initiatives, including attempts to duplicate
Following the outbreak of the Covid-19 pandemic, we certain technical expertise and to avoid customer relationships
implemented cost reduction initiatives to align our cost structure relying only on one individual;
and protect cash flows. These initiatives provide for, among other ● annual review of compensation, long-term incentive plans and
things, the redundancy of employees. At the same time and performance reward frameworks;
aligned with our focus on high-end technological activities, we
● renewal of our employer branding, updating the Group
have refocused our recruitment strategies to attract skilled
applicants for careers in engineering, geophysics, IT, data science, description and perception to improve our applicants’
digital and environmental sciences. These cost reduction actions knowledge of our activities and career opportunities and
and other similar measures have had an impact on our reputation, ultimately improve our attractiveness, as CGG shifts more and
which may ultimately make it more difficult to hire and/or retain more towards technology and digital oriented services
enough qualified employees. In addition, the roll out of our new activities;
strategy and our differentiation will only be successful if we are ● increased use of digital recruitment platforms, processes and
able to attract the most qualified talent to meet the needs of our software;
clients, which may be difficult considering the war for talents in
those specific technological employment markets.

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Main risk factors and control measures

● improving candidate sourcing through various channels ● working with top industry benchmark providers to ensure
including social media, university relationships, worldwide compensation and benefits are competitive.
recruitment and integration programs for new graduates;
For more details, please refer to Chapter  3, section  3.2.1 of this
● adjusting work environments and implementing flexible Document.
working arrangements that are adapted to the region and
business line; and

2.2.5 Risks related to Economy and Finance

2.2.5.1 Cash Generation/Working Capital equipment products. For example, in certain circumstances, we
may have to extend the length of payment terms we grant to
Variation Risk customers or may increase our inventories substantially. We may
We rely primarily on our ability to generate cash from operations therefore be subject to significant and rapid increases in our
and our access to external financing to fund our working capital working capital needs, we in addition will probably need
needs. Our cash generation depends on, among other factors, diversification investments that we may have difficulty financing
market conditions, the credit quality of customers and other on satisfactory terms, or at all, due notably to limitations in our
contractual counterparties, the countries of cash collection and debt agreements or market conditions.
any transfer restrictions that may be in place, as well as the Certain of our customers and suppliers, and certain tax, social
strength of our bank partnerships. security or customs authorities may request that we or certain of
We are subject to certain risks due to the nature and our subsidiaries or affiliates post performance or bid bonds or
concentration of our customer base. We seek to reduce guarantees issued by financial institutions, including in the form of
commercial risk by monitoring our customer credit profiles. In standby letters of credit, in order to guarantee our or their legal
2021, our two most significant customers accounted for 6.1% and or contractual obligations. As of December  31, 2021, guarantees
6% of our consolidated revenues, compared with 8.7% and 6.8% in granted by financial institutions in favor of our customers
2020 and 6.7% and 6.5% in 2019 respectively. The loss of any of amounted to approximately US$49  million. As of the same date,
our significant customers or deterioration in our relations with any the amount of the cash collateral (or its equivalent) we had
of them could affect our business results of operations and provided for these guarantees amounted to approximately US$18
financial condition. Some of our customers are national oil million (reported in our financial statements as fixed assets and
companies, which can result in longer payment terms for us and financial investments) and the bank guarantees or guarantees
expose us to political risk. Nevertheless, a growing part of our granted by us amounted to approximately US$200 million
clients are private clients with less predictable behavior, which (excluding the guarantees granted to financial institutions, and the
can result in a higher uncertainty in term of payment terms. In guarantees related to capital leases already presented on
addition, in our international operations we work with a wide balance sheet as per IFRS 16.
network of approximately 45 banks and are therefore subject to As a result of our debt refinancing in 2021, our debt structure is
counterparty risk. As of December  31, 2021, 7% of our cash stabilized and more flexible with covenants and restrictions in line
balances were located in banks rated below A3 by Moody’s or A- with market practices for companies our size, business and
by Standard & Poor's. ratings. The maturity of our Senior Secured Bonds has been
We may not be able to generate sufficient cash from operations to extended to 2027, with fixed rates, and we have an undrawn
fund our activities or may find that cash generated in certain $100 million revolving credit facility, maturing 2025 available. We
countries is blocked due to tax, compliance or other reasons. Cash have no maintenance covenant attached to our debt and
and Cash equivalents included trapped cash amounting to US$38 incurrence covenant related to our revolving credit facility is only
million as of December 31, 2021 from US$49 as of December 31, triggered if such facility is more than 40% drawn. See note 2 to the
2020 mainly driven by a temporary working capital need in our Group’s 2021 Consolidated Financial Statements, available in this
Equipment activity in China. Document.

Our Treasury Management System could be hacked, blocking But we remain exposed to financial risks related to our substantial
access to our bank accounts, or our bank accounts could be outstanding debt, associated with high interest rates, relatively
attacked due to the failure of our banks’ IT security systems or high to our size, and which we may not be able to repay or
fraud. refinance on favorable terms. As of December  31, 2021, our net
financial debt (defined as gross financial debt less cash and cash
We may not be able to satisfy our working capital needs and meet equivalents) was US$866.4 million before giving effect to IFRS 16
our obligations (such as payments to suppliers, capital and US$989.2 million after giving effect to IFRS  16. Our gross
expenditures and payroll, as well as payments of interest and financial debt, as of December  31, 2021, was US$1,185.6  million
principal on our outstanding debt obligations) if we are unable to (including US$20.5 million of accrued interest and bank
generate sufficient cash or if our access to cash is blocked for overdrafts) before giving effect to IFRS 16 and US$1,308.4 million
other reasons or if we are unable to gain access to financing on after giving effect to IFRS  16. As of December  31, 2021, our
acceptable terms. available financial resources amounted to US$281.7 million
(including cash, cash equivalents and marketable securities and
It is difficult for us to predict with certainty our working capital
excluding trapped cash, but excluding undrawn revolving credit
needs. This difficulty is due primarily to working capital
facility). See note  28 to the Group's 2021 Consolidated Financial
requirements related to multi-client projects and the
Statements for additional information.
development and introduction of new lines of geophysical

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Main risk factors and control measures 2
Our ability to repay or refinance our indebtedness and fund our ● our Trade Compliance Officer and treasury functions are
working capital needs and planned capital expenditures depends, regularly informed about countries where cash could be
among other things, on our future operating results, which will be trapped or difficult to move within the Group. We also check our
partly the result of economic, financial, competitive and other counterparty risk for sales and our bank partners quality
factors beyond our control, including inflation. (rating); and
Continued difficult conditions in the markets where we operate or ● we aim to maintain access to guarantee lines by seeking good
volatility in the financial markets, including in relation to the relations with bank partners.
Covid-19 pandemic, to climate risk management/legislation or 2
inflation, could have a material adverse effect on our ability to 2.2.5.2 Unfavorable Currency/Exchange Rate
service or refinance all or a portion of our indebtedness or
otherwise fund our operational requirements. We cannot be We derive a substantial portion of our revenues from international
certain that additional funds will be available if needed to make sales, which subjects us to risks relating to fluctuations in
future investments in certain projects, take advantage of currency exchange rates. Our revenues and expenses are mainly
acquisitions or other opportunities or respond to competitive denominated in US dollars and to a significantly lesser extent in
pressures. If additional funds are not available, or are not Euro, Brazilian reals, British pounds, Chinese yuan, Norwegian
available on terms satisfactory to us, there could be a material kroner, Canadian dollars, Mexican pesos, and Australian dollars. A
adverse impact on our business, financial condition and results of portion of our debt is denominated in Euro, which exposes us to
operation. fluctuations in the Euro/US dollar rate.
If we are unable to satisfy our debt obligations, we may have to Our net foreign exchange exposure, as of December  31, 2021, is
seek alternative financing plans, such as refinancing or principally linked to the Brazilian real (with a net asset position of
restructuring our indebtedness, selling assets, reducing or US$32  million equivalent), the Euro (with a net asset position of
delaying capital investments or seeking to raise additional capital. US$16  million equivalent as of December  31, 2021), and the
Our ability to, and the conditions under which we may, borrow British pound (with a net asset position of US$18  million
funds to refinance existing debt or finance our operations depend equivalent). Fluctuations in the exchange rate of the US dollar
on many factors, including conditions in credit markets, against each of the Brazilian real, the Euro and, the British pound
perceptions of our business and the corporate ratings attributed have had in the past and will have in the future a significant effect
to us by rating agencies (which are today CCC+ for Standard upon our results of operations.
& Poors, B3 for Moody’s and B- by Fitch).
As of December 31, 2021, we estimated that our annual recurring
In addition, changes in the monetary policies of the US Federal net expenses in Euros were approximately 180  million and, as a
Reserve and the European Central Bank, developments in result, an unfavorable variation of US$0.10/€ in the average
financial markets and changes in our perceived credit quality may annual exchange rate of the Euro against the US dollar would
increase our financing costs and consequently adversely impact reduce our net income and our shareholders’ equity by
our ability to refinance our indebtedness, which could have a approximately US$18  million. We may in the future, hedge a
negative impact on our business, liquidity, results of operations portion of the euros recurring expenses at budget rate to mitigate
and financial condition. this risk depending on counterparties conditions.
Examples of mitigating activities We regularly hedge our exposures whenever possible or
The following measures have been put in place to manage our practicable, but we cannot hedge all our currency exposures
liquidity risk: (mainly our exposures in Brazilian reais, or currencies for which
there is no forward market), nor those in relation to balance sheet
● we have implemented extended cash pooling arrangements in
items (largely for taxes, pensions liabilities and IFRS 16 debts that
order to circulate cash inside the Group and supply funds are either long term or for which the cash conversion date is
where needed; unknown). Therefore, significant fluctuations in the values of the
● we seek to anticipate liquidity position (with daily reporting on currencies in which we operate may materially adversely affect
cash in, weekly reporting on free cash flow, regular reporting to our future results of operations and cash position.
Finance Committee, and to the Audit and Risk Management
Committee and, on a long-term basis, assessments of our In addition, the potential come back of inflation could put pressure
budget and business plan); on some currencies to the extend such inflation would be
equivalent everywhere. In such circumstances, we would expect a
● we manage short term cash needs by targeting reserves of higher inflation in Brazil that would impact the cost of hedging our
available liquidity, and, as appropriate, reducing capital multi-client sales.
expenditures and selling assets, and, if required, adjusting the
Group profile and footprint; Examples of mitigating activities
● we manage long term cash needs by planning refinancing long The following measures have been put in place to manage our
before maturity, maintaining regular discussions with banks balance sheet exposure (including debt exposure):
and regularly communicating with investors regarding our ● maintaining our monetary assets and liabilities in the same
strategy; currency to the extent practicable; and
● rebalancing through spot and forward currency sales.

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Main risk factors and control measures

2.2.6 Legal, Regulatory and Non-Compliance Risks

2.2.6.1 Adverse Regulatory Changes Examples of mitigating activities
The following measures have been put in place to manage the risk
We operate worldwide in a complex, volatile and evolving sector,
of regulatory changes:
and, in light of the current economic conditions, oil price
uncertainty, political and trade tensions and environmental ● we have set up a regulatory watch per country for different

concerns, the regulatory environment in the countries in which we business teams/services (including, legal, tax, finance,
operate is constantly evolving. If we are not able to anticipate and compliance and trade compliance); and
react quickly to these regulatory changes, we are at risk of not ● training is provided to exposed stakeholders to ensure
being compliant with the new rules and regulations, which may understanding of the risks and risk mitigation responsibilities.
have a material adverse effect on our reputation, business,
financial condition and results of operations.
2.2.6.2 Non-Compliance
In addition, new and future laws and regulations intended to limit
or reduce emissions of gases, such as carbon dioxide, methane Operating a business in many jurisdictions requires us, our
and other greenhouse gases or nitrogen oxides, may affect our partners and our agents to comply with international conventions
operations or, more generally, the production and demand for and treaties, national, regional, state and local laws and
fossil fuels such as oil and gas. To the extent that our customers’ regulations in force in these various jurisdictions. We invest
operations are disrupted by future laws and regulations, our own financial and managerial resources to comply with these laws,
business, financial condition and results of operations may be regulations and related permit requirements.
materially and adversely affected. See section  2.2.1.4 above
“Energy Transition and Market Shift". We currently hold numerous regulatory authorizations, permits
and licenses necessary to operate our business. We cannot assure
Further changes in such laws and regulations could affect the that all of our authorizations or licenses are valid, that we will be
demand for our products or services or result in the need to able to maintain all authorizations and licenses necessary to
modify our products and services, which may involve substantial operate our business or that we will be able to renew our
costs or delays in sales and could have an adverse effect on our authorizations or licenses when they expire. If we are held to be in
results. Moreover, if applicable laws and regulations, or the breach of any applicable law or the terms and conditions of our
interpretation or enforcement thereof, become more stringent in licenses, our licenses may be revoked. The loss of any of our
the future, we could incur capital or operating costs beyond those authorizations or licenses or a material modification of the terms
currently anticipated. of any existing or renewed licenses may have a material adverse
effect on our business, financial condition and result of operations.
Our legal and regulatory risks are particularly acute in connection For instance, we could be excluded from the ability to tender on
with our operations in emerging markets where the political, certain large projects.
economic and legal environment may be less stable. Operations in
developing countries are subject to decrees, laws, regulations Certain of our business activities may be subject to tariffs and
and court decisions that may change frequently or be import/export restrictions, including sanctions regimes. These
retroactively applied and could cause us to incur unanticipated or laws can change over time and may result in adjustments to our
unrecoverable costs or delays. The legal systems in developing business practices and commercial strategies, as well as
countries may not always be fully developed, and courts or limitations on our ability to undertake work in affected areas. In
governmental agencies in these countries may interpret laws, the case of US legislation, non-US persons employed by our
regulations or court decisions in a manner that might be separately incorporated non-US entities may conduct business
considered inconsistent or inequitable and may be influenced by legally in some foreign jurisdictions that are subject to US trade
factors other than legal merits, which could have adverse effect embargoes and sanctions by the US Office of Foreign Assets
on our reputation, business, financial condition and results of Control (OFAC). We may generate revenue in some of these
operations. countries through multi-client surveys and licensing, the provision
of data processing and reservoir consulting services, the sale of
software licenses and software maintenance and the sale of
Sercel equipment. We may have current and ongoing relationships
with customers in some of these countries.

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Main risk factors and control measures 2
Our internal controls, operational support procedures and Our failure to comply with the restrictions and covenants in
employee training are focused on ensuring that we understand our current and future debt agreements may trigger cross-
and comply with applicable restrictions and obligations that may acceleration or cross-default provisions; our assets might
be imposed by the United States, the European Union or other not be sufficient to repay in full all of our outstanding
countries. Failure to comply with these restrictions and indebtedness and we may be unable to find alternative
obligations could result in material fines and penalties, damage financing
our reputation, and negatively affect the market price or demand The indentures governing our outstanding debt securities contain,
for our securities. and other current and future debt agreements will or may contain, 2
We and certain of our subsidiaries and affiliated entities also restrictive covenants that limit our ability to, among other things:
conduct business in countries where there is government ● incur or guarantee additional indebtedness or issue preferred
corruption. We are committed to doing business in accordance shares;
with all applicable laws and codes of ethics and have ● pay dividends or make other distributions;
implemented a Business Code of Conduct and related training, but
● purchase equity interests or reimburse subordinated debt prior
there is a risk that we, our subsidiaries or affiliates or their
respective officers, Directors, employees or agents may act in to its maturity;
violation of such codes and applicable laws, including the Foreign ● create or incur certain liens;
Corrupt Practices Act of 1977. ● enter into transactions with affiliates;

Our failure to comply with such laws could result in civil or ● issue or sell capital stock of subsidiaries;
criminal fines and enforcement actions, as well as an adverse ● sell assets or merge or consolidate with another company; and
impact on our reputation.
● enter into joint venture transactions.
Examples of mitigating activities
The requirement to comply with these provisions may adversely
The following measures have been put in place to manage legal, affect our ability to react to changes in market conditions, take
regulatory and non-compliance risks: advantage of business opportunities we believe to be desirable,
● delivery of general awareness and targeted training (including obtain future financing, sell assets, fund capital expenditures, or
e-learning) to key stakeholders (employees and third parties withstand a continuing or future downturn in our business.
(business partners such as commercial consultants)), related Moreover, if we are unable to comply with the restrictions and
to trade compliance, sanctions, anti-bribery and corruption covenants in the indentures governing our debt securities or in
risks, as well as data privacy; other current or future debt agreements, there could be a default
● Ethics Committee and Business Code of Conduct covering the under the terms of these indentures and agreements.
Group’s fundamental principles;
Our ability to comply with these restrictions and covenants may
● provision of a secure and confidential reporting process to
be affected by events beyond our control. As a result, we cannot
assist stakeholders raising questions or concerns (as e.g. assure that we will be able to comply with these restrictions and
EthicsPoint online hotline administrated by an independent covenants. In certain cases, lenders could terminate their
third party supporting any anonymous reporting to enable commitments to lend or accelerate loans or bonds and declare all
employees to report any suspected behavior conflicting with amounts outstanding due and payable. Borrowings under other
the Business Code of Conduct); current or future debt instruments that contain cross-acceleration
● securing general due diligence screening processes for third or cross-default provisions may also be accelerated and become
parties and transactions at all steps in a project lifecycle, with due and payable. If any of these events occur, our assets might
specific due diligence processes related to high-risk not be sufficient to repay in full all of our outstanding
transactions and third parties; indebtedness, and we may be unable to find alternative financing
● implementation and maintenance, as well as periodic audits of
(or, even if we were able to obtain alternative financing, it might
policies, procedures and processes to ensure applicability, not be on terms that are favorable or acceptable to us), which
compliance and efficiency and to identify opportunities for could have a material adverse effect on our reputation, business,
improvement; and financial condition and results of operations.
● compliance with all measures of the Sapin II law with a strong Examples of mitigating activities
commitment of the Senior Management, a digitalized anti-
The following measures have been put in place to manage our
corruption risk mapping and adequate corruption risk measures
compliance with the covenants in the agreements governing our
and procedures.
debt:
For more details, please refer to Chapter  3, section  3.3.1 of this ● regular meetings and communications of our finance, legal and
Document. FP&A functions to review and assess our covenants compliance;
and
● systematic pre-transaction assessment of covenants compliance.

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Insurance

2.2.6.3 Fraud – internal & external adverse consequences for our reputation, business, financial
condition and results of operations.
We have been and expect to continue to be subject to different
Examples of mitigating activities
types of attempted fraud, both internal, i.e. perpetrated against
the Company by an employee, and external, i.e. third party The following measures have been put in place to manage the risk
attempt to defraud the Company. of fraud:
Internal fraud threats include: (i) misappropriation of assets, being ● implementation of internal controls, which are regularly

direct theft (such as theft of petty cash) or misuse perpetrated in revised and improved to adapt to changing tactics, including
the frame of various processes including bank payments (such as preventive controls (e.g. contracts reviews, segregation of
misuse of employee passwords to make unauthorized payments duties, delegation of authority) and detective controls (e.g. bank
and schemes designed to change bank account details to direct reconciliations and physical inventory checks);
payments to unauthorized persons), purchasing (such as ● our tools are secured by various passwords and via encryption.
employees purchasing goods and services for personal use or the Bank powers or access to Treasury tools given to employees
use of fictitious suppliers), payroll (such as submission of fictitious are regularly reviewed and audited. Treasury and IT monitor
expense claims and illegitimate overtime), inventory, fixed assets fraud attempts via an alert system;
and IT (such as theft or abuse of proprietary information); (ii) ● we have also put in place a centralized ERP, extended cash
financial reporting fraud with misreporting or manipulation of pooling, an Internal Control Department, an Information
financial information; and (iii) corruption (including kickbacks to Security Department, a Disclosure Committee and a Risk
employees from suppliers or other unauthorized payments to Management Task Force;
government officials).
● we have implemented fraud reporting tools such as an Ethics
External fraud threats include purchasing fraud (involving hotline and an Internal Control Incident Form;
submission of false purchase invoices with requests for payment),
● we provide regular training and provide employees with a fraud
email fraud, imposter fraud and account takeovers. Increasingly,
risk management guide, Code of Business Conduct, internal
such attempts take the form of cybercrimes with advanced
controls guide and local guide to business functional SOD
phishing campaigns and scams.
(segregation of duties) application; and
We have adopted policies and procedures to detect fraud ● we have implanted specific procedures on Petty cash; Business
attempts, including phishing and impersonation scams, and have Partner due diligence; Facilitation payments, gifts and
trained our employees in fraud prevention, but there can be no entertainment; Management of the Commercial Consultants
assurance that our ongoing policies and procedures will be Network; Identification and Management of Internal Control HPI
followed at all times or will effectively detect and prevent every procedure.
instance of fraud in every jurisdiction. As a result, we could be
subject to penalties and reputational damage, with material

2.3 INSURANCE

The Risk Management Department determines whether the Whenever possible, we obtain agreements from clients,
assessed residual risks to which the Group entities and contractors that limit our liability.
businesses are exposed can be transferred through insurance
policies. However, our insurance coverage may not be sufficient to fully
indemnify us against liabilities arising from pending and future
A robust Insurance program has been implemented at the Group claims or our insurance coverage may not be adequate in all
level. The key risks are covered by Master insurance policies, circumstances or against all hazards.
negotiated with leading reputable insurance companies.
For the last three years and much more intensely these two past
Local insurance programs are subscribed worldwide either to years, we are facing a more challenging insurance market on a
cover specific risks or in response to local legal or regulatory worldwide basis. This is characterized by risk aversion, higher
insurance requirements. premium and self-retention, lower capacity and, covers and new
exclusions restrictions.
We have put in place insurance coverage against certain operating
hazards, including but not limited to product liability claims, As a consequence, we have had to resize our insurance programs
personal injury claims, Business interruption, in amounts we due to lower capacity’s  availability at the international insurance
consider appropriate in accordance with industry practice. Our risk market and for some insurance lines we have accepted more
coverage policy reflects our objective of covering major claims restrictive terms and conditions.
that could affect the Group. We review the adequacy of insurance
coverage for risks we face periodically.

56
 RISK MANAGEMENT AND INTERNAL CONTROL
Legal and arbitration proceedings 2
2.4 LEGAL AND ARBITRATION PROCEEDINGS

From time to time the Company and/or its subsidiaries are procedures that are likely to have, or have had over the last
involved in disputes and proceedings arising in the normal course twelve‑month period, any significant impact on the Group’s
of their business. To the best of the Company’s knowledge, there financial position or profitability. 2
are no pending or impending administrative, judicial or arbitration

ONGC Arbitration proceedings in India

On March 18, 2013, CGG Services SAS, a fully owned subsidiary of Court ordered and ONGC made a deposit of INR 2,686,439,944.00
CGG SA, initiated arbitration proceedings against ONGC, an Indian to the Bombay High Court. This sum equivalent to approximately
company, to recover certain unpaid amounts under three 36 million US dollars at the exchange rate in March 2021, was
commercial contracts entered into by ONGC and CGG placed by ONGC in Indian rupees in a specific account open at
Services SAS on one hand and ONGC and Wavefield Inseis AS on Canara Bank. We believe that the Tribunal’s award will be
the other hand, between 2008 and 2010. The Arbitration Tribunal confirmed again by the Bombay High Court, which should allow us
issued an award in favor of CGG on July  26, 2017. ONGC to recover at least the amount of the receivables that are
submitted an appeal against the Tribunal award on October  27, recorded on our balance sheet as unpaid receivables as of
2017. On January  6, 2020, ONGC’s application to set aside the December 31, 2021.
Tribunal awards was dismissed by the Bombay High Court
without costs. ONGC submitted an appeal against the Bombay As of the date of this Document, legal proceedings are still
High Court’s decision on March  2, 2020. On March 3, 2021, the ongoing.

Legal proceedings related to the Safeguard Plan

Certain holders of convertible bonds (“Oceanes”) due 2019 and Further to Mr. Jean Gatty’s withdrawal of his judicial proceedings,
2020 lodged an appeal against the judgement dated December 1, the Commercial court of Paris Court rejected the third-party
2017 approving the Safeguard Plan. The Appeals Court of Paris appeal by ruling (which is now final) dated May 7, 2021.
confirmed this judgment in a ruling dated May 17, 2018. By ruling
dated February 26, 2020, the French Supreme Court rejected the
appeal lodged by certain Oceanes bondholders against the ruling Criminal complaints
of the Appeals Court of Paris, thus putting a definitive end to this
Furthermore, on February 2, 2021, CGG was informed that JG
litigation.
Capital Management also filed a criminal complaint seeking to
By a ruling issued on November 24, 2020, the Commercial court call into question again the terms of the CGG's financial
of Paris acknowledged the completion of CGG’s Safeguard Plan, restructuring approved in 2017 under CGG’s Safeguard Plan. The
following the early repayment in full of all its remaining debt Company reminds this point regarding the differential treatment
under the Safeguard plan. In this context, CGG reiterated its of creditors holding high yield bonds and Oceanes has been
undertaking made as part of the safeguard plan to maintain, and debated at length before various courts in a wholly transparent
procure that the French-law subsidiaries it controls within the fashion.
meaning of article L.233-3 of the French Commercial Code
On April 29, 2021, CGG filed a complaint for slanderous
maintain in France their decision-making centres currently
denunciation in connection with the complaint filed by JG Capital
located in France, including the headquarters of CGG,  until
Management.
December 31, 2022.

Third opposition to the decision issued by the Writ of summons (Assignation / Recours en
Commercial Court of Paris Révision)
On March 29, 2021, JG Capital Management issued a writ of
On December 22, 2020, Mr. Jean Gatty in his capacity as former
summons to CGG before the Commercial Court of Paris in order to
representative of each of the two bodies of OCEANE bondholders
try and obtain, through an appeal for modifying an existing
and JG Capital Management (a management company of JG
judgement (“recours en révision”), the cancellation of the
Partners, itself a former holder of the Oceanes) of which he is the
judgment dated December 1, 2017, which approved the CGG
director, filed three third-party appeals against the decision dated
Safeguard Plan. As of the date of this Document, the
November 24, 2020 which had acknowledged the anticipated
corresponding judicial proceedings are still ongoing.
completion of CGG’s Safeguard Plan.

57
2 RISK MANAGEMENT AND INTERNAL CONTROL
Regulatory environment

2.5 REGULATORY ENVIRONMENT

Some of the Group’s activities may be subject to specific regulations as described below.

Equipment business line

Our Equipment business line (Sercel), due to its activities in the This complex regulatory context potentially leads to risks of
development and manufacture of electronic equipment, must compliance, obsolescence, competitiveness or distortion of
comply with a number of specific regulations, such as the so- competition.
called “RoHS” and “REACh” EU Directives.
Also, as Sercel manufactures products that may qualify as dual-
The RoHS (Restriction of Hazardous Substances) Directive use goods (items that can be used for both civilian and military
prohibits the use of certain hazardous substances in electrical and applications), Sercel must obtain export licenses  from authorities
electronic equipment. before delivering its products.
The “REACh” Regulation (Registration Evaluation and Sercel integrates these European regulations into its processes in
Authorization of Chemicals) relates to the registration, evaluation order to meet its obligations but also with a view to anticipating
and authorization of chemical substances as well as the changes in these regulations. In particular, we carry out a
restrictions applicable to these substances. regulatory watch to identify or anticipate the requirements
applicable to our activities and to carry out compliance actions
when necessary.

Multi-Client business line

The CGG Multi-Client business line offers license access to As we seek to perform all surveys and conduct the business in
geophysical data for exploration operators on a global scale. This compliance with all regulations, changes in any of these may
global business exposes CGG to a panoply of changing adversely affect the value of the surveys in any given country and/
regulations, involving among many things licensing of data and or affect CGG’s ability to acquire data in a country.
environmental regulations.

Compliance/Trade compliance
Due to its business, CGG may import/export products, services CGG allocates appropriate resources and expertise to ensure
and/or knowledge which is subject to specific trade controls, and regulatory requirements are monitored in countries where
CGG may undertake business with trade sensitive countries and/ business is operated. Risk mitigation measures are designed and
or clients and must therefore maintain appropriate regulatory specific due diligence processes related to exposed transactions
authorizations or licenses. and third parties are applied when necessary.

58
 3
STATEMENT ON NON-FINANCIAL
PERFORMANCE
3.1 CGG’S NON-FINANCIAL RISKS 3.6 EU GREEN TAXONOMY 78
AND OPPORTUNITIES 60 3.6.1 EU Taxonomy at a glance 78
3.6.2 Activities covered by the Taxonomy 78
3.2 HUMAN RESOURCES 61 3.6.3 Key Performance Indicators 80
3.2.1 Talent attraction and retention 61
3.2.2 Health, safety and security of our employees 3.7 REPORTING SCOPE AND METHOD 81
and subcontractors 63
3.8 INDICATORS 81
3.3 SOCIAL MATTERS 66
3.3.1 Business Ethics 66 3.9 INDEPENDENT THIRD PARTY’S
3.3.2 Responsible Supply Chain 67 REPORT ON CONSOLIDATED
3.3.3 Relations with local communities 68 NON-FINANCIAL STATEMENT
PRESENTED IN THE
3.4 INNOVATION AND CUSTOMER MANAGEMENT REPORT 84
SATISFACTION 69
3.4.1 Innovation of products and services 69
3.4.2 Customer satisfaction 71
3.4.3 Intellectual property (IP) 72
3.4.4 Information security 73

3.5 ENVIRONMENTAL
PERFORMANCE 75
3.5.1 Energy efficiency and carbon footprint 75
3.5.2 New business initiatives 76
3.5.3 Sound emissions 77

59
3 STATEMENT ON NON-FINANCIAL PERFORMANCE
CGG’s non-financial risks and opportunities

3.1 CGG’S NON-FINANCIAL RISKS

AND OPPORTUNITIES

CGG is a global geoscience technology company which provides a since 2013 CGG conducts a Materiality analysis. The analysis
comprehensive range of data, products and equipment that covers the main non-financial aspects liable to affect our strategy,
supports the discovery and responsible management of the business model and performance or which could significantly
Earth’s natural resources. Our business model is described in the influence our stakeholders as well as their view of the Company. It
introductory book of this Document on pages 12 and 13. covers social, societal, environmental, governance and innovation
aspects.
To ensure that CGG’s strategy addresses the areas that matter
the most to our business and our stakeholders, every 3 years

Materiality methodology
We conduct a benchmark of sectoral documents, peers and internal CGG responses are plotted on the  X axis, our external
documentation to identify the main concerns of our sector. We then stakeholders are on the Y axis. Ratings are as follow: 1) very low
perform interviews of CGG employees as well as external 2) low 3) medium 4) high 5) major.
stakeholders (including customers, sectoral and
non-governmental organizations) during which participants rate each Our last materiality analysis was conducted in 2019.
issue according to the financial, license to operate, reputation and CGG will launch a new materiality analysis in 2022 and will adjust
compliance risks posed on a scale of 1 to 5. All evaluations, weighted its 2022-2024 strategy according to the evolution of the non-
by type of risk, are consolidated into a matrix. financial risks and opportunities mapping.

CGG materiality matrix results

5

Business ethics
Responsible Health
RELEVANCE FOR EXTERNAL STAKEHOLDERS

Human supply chain and safety

rights at work
Customer satisfaction
4
Noise emissions Security Innovation of products
and services

Attracting and
Relations with Carbon
retaining talents
communities footprint Intellectual Information
Property systems security

3 Diversity and equal

employment opportunity
Sponsorship
Energy
efficiency
Lobbying
Social dialogue Eco-design

1
1 2 3 4 5
IMPACT ON CGG GLOBAL PERFORMANCE
Governance Social Societal Environment Innovative products and services

Our key issues according to our materiality analysis are:

● Governance: Business ethics, Information systems security;

● Innovative products and services: Customer satisfaction, Innovation of products and services, Intellectual property;

● Social issues: Health and safety at work, Attracting and retaining talents.

60
 STATEMENT ON NON-FINANCIAL PERFORMANCE
Human resources 3
3.2 HUMAN RESOURCES

Key Performance Indicators

KPIs (excluding acquisition) 2020 2021
Voluntary turnover 5.2% 6.1%
Seniority of employees 14.3 years 14.2 years
3
Share of employees with a seniority over 5 years 78% 77%
Equality Index (for men & women) (calculation method by index) 88 85
Gender split at CGG (M/F) 70%/30% 70%/30%
Gender split in the recruitments (M/F) 76%/24% 70%/30%
Gender diversity in the top 10% of positions of responsibility 20% 24%

3.2.1 Talent attraction and retention

CGG operates in a competitive market in terms of talent activities, requiring increased technical profiles such as data
acquisition and retention. Supporting our core business in scientists.
Geoscience, Multiclients and Equipment and exploring Beyond the
Core activities, the Company has made a shift in expected key CGG has a long and proud history of working with universities
competencies for our employees. To attract key talents in this around the world to raise awareness, help nurture students and
new context, we have to demonstrate we are an attractive and develop the field of geoscience.
sustainable place to work within our existing and prospective
markets and offer compelling career opportunities. Retaining talents
Retention of our talents is also a top priority. Satisfying our
CGG is a multicultural group with multiple locations throughout
customers with high quality products and services is linked to
the world. Our talent management system is structured so that it
developing the skills of our employees, offering them clear career
can be adapted to each country need in order to maximize their
opportunities and ensuring they have the best work environment.
relevance to the local job market.
These are essential factors in exceeding our customers’
expectations. In building and fostering a diverse, inclusive and Benchmarks are used to help position ourselves in comparison to
equitable environment, we enhance our ability to solve complex our peers for each market and offer an attractive package for all
problems for our clients and are the kind of company people want our employees. Trainings and career development is also adapted
to work for and with. locally in order to maximize the relevance of our actions to the
local context and needs.
Attracting talents Individual career management
We have developed a global recruitment process to manage all CGG is dedicated to the development of its employees throughout
available job postings and applications. Our applicant tracking their careers. As such, we believe that career management is not
system (ATS) is a smart tool that aims to publish the job postings something that can be addressed just once a year. We have
where they can have the most impact, such as ob boards, developed a performance management platform that focuses on
professional groups and social media. This proactive approach the development of each person’s performance throughout the
means that those who are not actively seeking a job at CGG will year and on their development as an individual. This encompasses
be made aware of the jobs and careers that we offer. This continuous improvement and feedback. We also have a people
approach was launched in 2018 and is still active to this day. review and succession planning cycle along with ongoing learning
and development opportunities.
We are also rebranding our external marketing of the Group to
improve our applicants’ knowledge of our activities and career We have developed an Employee Assistance Program (EAP), as a
opportunities and change potential applicants’ perception of our resource to employees who may require confidential support or
company and ultimately improve our attractiveness. This counseling on a variety of personal topics such as mental wellbeing,
rebranding started in 2019, was pursued in 2020 and finalized in legal assistance, financial planning and child or elder care.
2021 as CGG shifts towards more technology and digital oriented

61
3 STATEMENT ON NON-FINANCIAL PERFORMANCE
Human resources

Equal opportunities at CGG Being aware that this rate is slightly low in relation to the
proportion of women in the Group, the Company's Board of
CGG absolutely believes that offering equal opportunities to all Directors has set the objective of reaching 25% of women in the
candidates and employees is an important part of attracting and 10% of positions with the highest responsibilities in 5 years, i.e. at
retaining talents. We are committed to both equal opportunity and the latest in 2025.
equal pay to all our employees regardless of gender, race or any
other potentially discriminating factor. We strongly believe that
diversity within our workforce is essential for CGG's performance, Group strategy for diversity
dynamism and capacity for innovation
Recruitment
In 2021, CGG has launched a global initiative called IDEA to
promote Inclusion, Diversity and Equity in Action at CGG. The aim As people recruited by the Group are mainly from the Science and
of IDEA is to raise awareness among our employees and Technology fields, the Group is confronted with the reality that a
implement actions especially toward 3 axis Attract, Develop low percentage of graduates from STEM (Science, Technology,
and Engage. At the end of 2021 the participation rate to our IDEA Engineering and Mathematics) field schools are women.
e-learning was 79%. Therefore, the Group is implementing actions to promote
applications from women.

Gender diversity within CGG These actions may include partnerships with schools by
participating in actions to discover and promote training in
Although the oil and gas sector is traditionally male-dominated, industrial, scientific and technical professions, with the ambition
CGG strongly encourages all candidates to join the Group and to fight against stereotypes and misconceptions about the
hopes to actively participate in the momentum and efforts that representation of women in certain occupations.
are underway to increase the diversity of our industry. Sophie
ZURQUIYAH, our Chief Executive Officer, reaffirmed CGG’s Identification of talents
commitment to equal opportunities.
Talents are identified during our annual people review exercise. To
For the year 2021, the proportion of women in the Group remained be considered, the individual needs to demonstrate high levels of
stable compared to 2020. managerial and/or technical competencies, a behavior in line with
CGG values, consistent solid performance as observed at least in
two consecutive annual performance reviews, and potential for
Gender balance in Governing Bodies future vertical growth within the organization. Once these
prerequisites are established, a talent will emerge with specific
The Group is committed to taking effective measures to promote attributes: the will and the potential to develop, the capacity for
gender balance at all levels and in particular at the highest levels wider responsibilities, leadership abilities and agility.
within the Company.
As the identification of talents can be one of the obstacles to the
The Group’s commitment to promoting gender equality is already promotion of women, specific focus is given to reduce any bias in
reflected in the composition of the Board of Directors of identification or development.
CGG  (Parent Company) and its Committees.  Indeed, out of the
eight members of the Board of Directors (the Director CGG’s objective here is to reinforce its focus on the levels of
representing employees not being included in this calculation), management representing the 10% of positions with the highest
five Directors are women. In addition, out of the four Committees responsibilities within the Group.
of the Board of Directors, three are headed by women: the Audit
and Risk Management Committee, Appointment, Remuneration Promotion
and Governance Committee and the Investment Committee.
With equal skills, men and women must be able to benefit from
This feminization objective also materialized in the last two the same opportunities for development, including in positions
appointments to the Executive Leadership team, with Sophie with high responsibilities.
ZURQUIYAH as Chief Executive Officer in 2018, and Emmanuelle
The call for internal promotion is strongly developed within the
DUBU as Executive Vice President Equipment in 2020. In 2021, the
Group. The Group seeks to promote the appointment of women to
gender balance in the Executive Leadership team, headed by a
senior positions despite a current workforce mainly composed of
woman, thus stands at 22% while it stood at 11% in 2019.
men.
Although below the average of 25.5% observed within SBF  120
companies in the report of the High Committee for Corporate The objective of CGG is to continue to pay particular attention to
Governance in May 2021, the increase of 11 points in 3 years the monitoring of women’s internal promotions and career
remains spectacular and the Group intends to continue its long- development, and to ensure that the most senior positions in the
term policy aimed at promoting women's access to the highest organization are open to all qualified applicants.  The Group is
levels of governance, including within the Group's management committed to continuing to encourage applications from women
bodies. To this end, the Group acts in accordance with the for promotion opportunities, in particular for positions with a
methods and objectives defined by its strategy in favor of strong technical and/or managerial footprint.
diversity.
The Group also guarantees equal treatment in the appointment of
In terms of gender diversity in the 10% of positions with the Managers.
highest responsibilities (as defined in Article L.  22-10-10 of the
French Commercial Code), the proportion of women stands at
24% in 2021, a 4-percentage point increase compared to 2020.

62
 STATEMENT ON NON-FINANCIAL PERFORMANCE
Human resources 3
Remuneration Retention
Fairness and equity in remuneration is at the foundation of our In order to retain women in the Group to enable them to evolve
compensation philosophy. internally, CGG ensures that men and women are treated fairly
throughout their careers: remuneration, promotion, training, etc.
The Group undertakes not to discriminate on remuneration
between men and women.  A quantitative analysis is carried out Specific actions are carried out locally to improve the retention
during the cycles of salary increase, supplemented by a rate of women in these various fields (training, promotion, equal
qualitative and individual approach. treatment, etc.).
The Group’s objective is to continue its action in this regard, in In order to enable employees to reconcile their professional and
order to ensure that equity in remuneration is complied with at all private lives, the Group encourages the establishment of flexible
levels of the organization. working conditions (adapted according to the countries). The
Group is also working on the development of the work from home
to be deployed according to each local context, making it possible 3
to promote this balance and contribute to the retention of
employees and women in particular.

3.2.2 Health, safety and security of our employees

and subcontractors
Key Performance Indicators
KPIs (excluding acquisition) 2020 2021
Total Recordable Cases Frequency rate (TRCF) 0.87 1.02
Lost Time Injury Frequency rate (LTIF) 0.35 0.46
Severity rate 0.009 0.004
Recordable occupational illness cases frequency rate 0.00 0.00
Exposure hours (in million) 11.5 8.8

HSE at CGG ● we protect our employees, contractors and assets against

criminal, hostile or malicious acts;
Our approach to HSE is core in our aim to assure that CGG ● we regularly monitor our employees’ health program and
remains a healthy, safe and environmentally conscious company promote wellness;
in direct support of our ethos "Care and Protect what Matters".
● we are committed to promoting a working environment that is
HSE principles are integrated into our risk management, business
free from illicit substances and tobacco use;
planning and processes. We believe that all incidents are
preventable and strive for zero harm to our people, the ● we apply eco-design principles and mitigation to prevent and
environment and the communities in which we operate. We remediate harmful effects on the environment;
annually review our HSE policy to ensure we are doing all that we ● we respect and promote human rights, maintain mutually
can prevent all workplace accidents or occupational diseases of beneficial relationships with local communities and develop
employees and contractors. local content where practicable.
We recognize the international ILO conventions and laws and
comply with all applicable national and industry HSE regulations. Reporting and communication
We also contribute actively to advancing industry standards and Transparent reporting and fast and efficient communication are
best practices. CGG continues to play an active role in the HSE critical to effective HSE management and therefore CGG have
Committee of the International Association of Geophysical explicit expectations on reporting all HSE events.
Contractors (IAGC) and participates in workgroups organized by
the International Oil and Gas Producers (IOGP). PRISM is the internally developed reporting platform for all HSE,
Social Responsibility and InfoSec incidents. PRISM is deployed on
Our HSE principles all CGG sites and is accessible by all staff. It also allows us to
produce analyses, monitor performance, manage actions and
Our HSE principles are as follow: record risk assessments with associated mitigation. Incidents
● CGG provides a healthy, safe and environmentally friendly within PRISM are assessed on their risks to allow better
workplace and promotes the awareness of workplace hazards; understand the cause of incidents and prevent reoccurrence.

63
3 STATEMENT ON NON-FINANCIAL PERFORMANCE
Human resources

Governance, risks and the HSE operating 60 employees participated, creating 13 teams that each received
management system (HSE-OMS) points for their participation. Initiatives included "Gastromotiva" to
help feed the homeless, sourcing and distributing back-to-school
CGG maintains a robust HSE operating management system materials, and a ‘Todos por Todos’ fundraising campaign for the
(HSE-OMS) deployed to all the Group operations. The HSE-OMS homeless affected by the consequences of Covid. An employee
frameworks purpose is to control risk and deliver high HSE hackathon was also organized to identify new volunteering ideas
performance. Our HSE-OMS framework is built on the for the future.
requirements of IOGP 510 and assessed externally by
● Special Jury award: Resilience “The Global Collective Effort in
independent prequalification schemes.
Dealing with Covid-19”
Risk management is at the core of our HSE-OMS. The Group has a
structured approach aimed at identifying, evaluating and controlling This year, the Jury also wished to recognize the global collective
risks, based on a common Group-wide methodology and model for effort in dealing with the Covid-19 pandemic and has
risk management. Risk assessments are performed on each project recommended to the Board, which approved, the giving of a
or permanent installation. They incorporate the history of incidents “Resilience” trophy to each and every site in the Group.
recorded in the Group database as well as those in the database
shared with the International Association of Geophysical Contractors Security of employees and contractors
(IAGC), which now covers several decades of incidents. CGG has implemented a security intelligence and monitoring
Our HSE program is supported by an HSE team at all levels of the system to identify and assess threats in areas prone to security
business. The Senior Vice President in charge of HSE and risks. The projects in the areas at risk are reviewed at the highest
Sustainable Development (SVP HSE SD) reports directly to the level. Their assessment is supported by security experts. Local
CEO and is an active member of the Executive Leadership Team. security plans, tied to the Site or project, are put in place. In
addition, all personnel receive regular security information on
A Board Committee made of three administrators, the CEO and their country of operations.
SVP HSE-SD meets three times per year with a systematic review
of the global HSE-SD performance, including near incidents, and a CGG subscribes to the International Code of Conduct for Private
focus on specific risks to present the measures which were Security Service Providers. CGG further recognizes the
implemented to mitigate the exposure of the employees and importance of the Voluntary Principles on Security and Human
contractors. Rights (VOLPRIN) and supports its clients in implementing these.
All travel request to high-risk security areas goes to a review and
Deployment of Care & Protect validation process at the Group level.
In 2019, we deployed the 2019-2021 goals of our “Care & Protect”
brand. Set by our CEO, they present our Group HSE goals and Occupational Health & Safety
highlight both the fact that all accidents can be prevented and the Our employees are exposed to certain health, safety and security
importance of proactivity in HSE. The business lines define every risks in the course of their employment, which include physical
year a set of specific objectives aligned with the Group’s 3-year and mental health risks related to working conditions, risks of
goals. To further their implementation, executive staff and line workplace accidents and, for some of our employees, security
managers have personal objectives on the matter. risks related to the geographic and operational nature of their
We also reward projects at our “Care & Protect” awards, a yearly roles. Physical and mental health risks include, among others,
event that looks at the best practices among the Group for HSE improper or poorly designed working equipment that could lead to
and sustainable development. physical injury such as musculoskeletal issues as well as
increased mental strain, job-related stress and workplace
The following projects were awarded in 2021: accidents at our sites, which could result in bodily injury, disability
● Health, Safety and Security Excellence Category or death of one or more of our employees or subcontractors. We
are also exposed to the risk of infection of our employees at the
The use of collaborative robots (Cobots) for potentially hazardous workplace due to exposure to harmful microorganisms such as
work. During the manufacturing processes many of the steps bacteria, fungi or viruses. Potential exposure to biological agents,
involved can expose operators to hazards. The introduction of including to highly contagious ones such as the SARS-Cov-2
cobots reduces operators’ exposure to such dangers as repetitive responsible for Covid-19, has created the need to implement
strain, incorrect postures, vibration, manual handling and extraordinary health and safety measures, entailing increased
chemicals. Cobots can be safely used near to people and can help expense and operational complexity.
in particular with repetitive testing, frequent screwdriver use, and
glue dispensing. Three cobots were deployed by our Sercel team Major health or safety incidents could result in injuries, loss of life
in 2020 with more to come in the near future. and disruption to business activities, each of which could result in
enforcement proceedings or litigation. Moreover, this could result
● Sustainable Development Excellence Category
in material damage to our reputation, since customers place
"Competition for Good" Initiative to help the Rio Community increasing emphasis on hiring providers of services, products and
through voluntary work. These initiatives took place throughout solutions with strong health and safety records.
the year and were adapted to react to the Covid-19 crisis. Over

64
 STATEMENT ON NON-FINANCIAL PERFORMANCE
Human resources 3
Examples of mitigating activities guidelines and regulations. These plans provide for, among
others:
The following measures have been put in place to mitigate the risk
of physical and mental health risks: ● restricted site access and front of house controls, such as
temperature monitoring and Covid-19 questionnaire,
● implementation of a workspace / task specific ergonomics
program, including provision of appropriate ergonomic ● specific arrangements related to site occupancy to ensure a

equipment and training in its correct use; safety distance,

● regular reviews of conditions and risks at various sites and ● cleaning and disinfection protocols,

implementation of action plans to address issues; ● personal protective equipment and sanitizing materials to

● delivery of health and wellness training to increase awareness protect against contagion, and education on how to prevent
of the risk and what people can do on an individual basis to the spread of infections, and
manage fatigue and stress; ● management of Covid-19 contact and positive cases;

● provision of recreational and welfare facilities and ● we deployed employee communication and awareness 3
implementation of tailored arrangements such as flex-time or campaigns through multiple channels (including, e-learning, on
working from home; our internal corporate website, via e-mail and through virtual
● HSE induction training, on-going HSE training for general staff sessions); and
(e.g. fire awareness) and specific advanced training for HSE ● we implemented programs to combat risks related to
specialists and HSE critical positions (Emergency Response homeworking, with a focus on preventing musculoskeletal
Team, first aid, firefighting, risk analysis, defensive disorders and impact on mental health. These programs
driving, etc.). provide for:
● working from home ergonomics assessments and
Covid-19 pandemic awareness campaigns,
CGG has continued in its proactive approach whereby its HSE ● providing employees with relevant equipment, devices and
community deployed and managed controls and mitigations, furniture to improve their work-environment,
minimizing the impact on the health and safety of our employees
● virtual stretching and fitness sessions to reduce the risk of
and operations.
musculoskeletal disorders,
CGG has begun a phased return to office-based working where ● initiatives to maintain the social links between and among
appropriate to do so. Careful preparations have been taken to our teams using our collaborative tools,
return our people safely to the office with contingencies in place
● an employee assistance program to address various
should there be any confirm Covid-19 cases.
difficulties faced by our employees on of topics (legal,
The following measures have been put in place to mitigate the risk financial, health, etc.),
of infection caused by exposure to biological agents, and were ● educating managers and supervisors regarding how best to
implemented to combat risks resulting from  the Covid-19 support a home workforce, and
pandemic:
● access to webinars and external links supporting wellbeing
● we implemented Covid-19 specific response plans in all of our
and developing resilience.
locations following overall Group and country specific

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Social matters

3.3 SOCIAL MATTERS

3.3.1 Business Ethics
Key Performance Indicators
KPIs (excluding acquisition) 2020 2021
Percentage of employees that followed the Ethics e-learning course 82% 87%
Percentage of employees that followed the Anti-Corruption e-learning course n.a. 96%
Number of alerts received by the Ethics Committee 4 7

CGG and its stakeholders expect our employees to hold an We have also reviewed and updated the review process of our
irreproachable attitude in both our processes and our business procedures to adapt them to the new size and organization of the
conduct. Business Ethics at CGG focuses on creating value by Group.
complying with existing laws and rules and acting in an ethical
manner. Compliance relates to the procedures which CGG will The Group developed two specific internal e-learning modules:
use to operate while ethics covers the individual actions of CGG one on ethics and one on anti-corruption to raise its employee’s
employees in accordance with CGG’s Ethics Policy and CGG’s awareness at group level. New versions of both modules were
Code of Business Conduct created in 2021 and will be released in 2022.

A Compliance Department and an Ethics Fight against tax evasion

Committee For this fiscal year, no consequences in relation to the Group’s
activities were identified regarding this issue during the
We have traditionally managed Ethics through the dedicated implementation of the appropriate internal control measures.
Ethics Committee. Since 2015, it is also managed by the
Compliance Department. The Ethics Committee is constituted of
five members (with representatives of the Human Resources, the Communicating on Business Ethics
Multi-Client, and Geoscience and Equipment business lines, as
well as the Group compliance officer), based in different locations, Workshops and presentations on the Code of Business Conduct,
to ensure both a diverse geographical and professional the Ethics Policy and Compliance program have been organized
background and diversity. It meets every 5 to 6  weeks and throughout 2021 for the business lines, the support functions and
presents yearly reports to both the Executive Leadership team the country managers. As part of our global awareness initiative,
and the Audit and Risk Management Committee. Annually, it also regular communication is sent to employees under several means
defines the priorities in terms of ethics and compliance, which are and a specific communication was made to employees for
discussed and presented to the Audit and Risk Management International Anti-Corruption Day which included general
Committee and validated by the CEO. information and links to the relevant portals, resources, and
persons to contact for help.
We have identified our key corruption risks and developed
corresponding procedures to mitigate them and continued to Code of Business Conduct
reinforce our anti-corruption approach at Group level in
compliance with Sapin  II  law. The Compliance Department, with The Code of Business Conduct (CBC) covers the Group’s
the BLs and Finance teams, Internal Control, Group Internal Audit fundamental principles, and is structured around 3 major
and Enterprise Risk Management (ERM) have worked very closely sections: (i) Protecting People and Environment, (ii) Protecting
to review, update and release our anti-corruption risk matrix Business and Brand and (ii) Protecting Assets and Information.
validated by the Executive Leadership team and the Audit and The CBC is voluntarily concise to maximize its impact.
Risk Management Committee. Since 2021, we have been working The current version of the CBC (released in 2020) includes seven
with an external advisor to migrate this matrix onto a digitalized topics:
format (software application) with the aim of facilitating the
● fraud;
reporting to the Management and follow-up of our action plans,
while confirming our compliance with Sapin II requirements. In ● data privacy;
this process, we have updated and reviewed all potential ● trade compliance;
corruption scenarios identified, in collaboration with the relevant
● fiscal evasion;
departments/functions. The full update of this new version will be
finalized in 2022.  In 2021, trainings/workshops have been ● money laundering;
organized with employees most exposed to corruption risks to ● social media;
confirm their awareness and additional sessions are planned for
● information systems security.
2022 to cover all functions.

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E-learnings address their concern to their line manager, HR representative,
in‑house legal counsel, country manager, VP Group compliance
Several e-learnings are mandatory at Group level for all
officer or contact any members of the Ethics Committee directly.
employees regarding different topics falling under the CBC (trade
If needed, they can also send an email directly to the Ethics
compliance, harassment, anti-corruption, information security,
Committee. In 2021, 7 claims, were reported to the ethics
etc.). The intention is to update the existing e-learnings and
committee which investigated and closed them with an official
develop new ones in addition to other communication tools on
report and recommendations. Of the 7 claims, only 1 was
every topic covered by the CBC (such as one page of “DOs
anonymous. Main topics addressed by the claims were conflict of
and DON’Ts” for topics such as Facilitation payments,
interests and the protection of information and assets
Gifts& Entertainment, Donations and Charities).
The new ethics e-learning course was launched in January 2022.
2022 goals
While each department manages the e-learnings that are under
their scope, the goal is to coordinate those e-learnings with the In 2022, CGG wishes to: 3
objectives of the Ethics Committee to ensure a harmonized ● keep communicating on Ethics to reinforce awareness about
communication between channels. this topic and the CBC;
● continue to review and simplify the Compliance policies
Identifying and reporting on Business Ethics instructions and controls to for better legibility and maximize
CGG updated and released its alert system on a web base solution the impact; and
in 2019, administered by an independent third party, supporting ● make sure that the action plans identified in the anti-corruption
anonymous reporting to enable employees to report any risks matrices are implemented.
suspected behavior conflicting with the CBC. Several other
channels exist to complement this web alert. Any person can

3.3.2 Responsible Supply Chain

Key Performance Indicators
KPIs (excluding acquisition) 2020 2021
Percentage of sourcing and supply chain employees that followed
the anti-corruption e-learning course 93% 95%
Percentage of suppliers having signed the Supplier Code of Conduct
or with a purchasing order mentioning the Supplier Code of Conduct* 100%** 100%**
* Equipment division not included.
** The Supplier Code of Conduct is in CGG Terms and Conditions automatically attached to all PO’s. The traceability of the signature of the Code of Conduct by the
supplier for transactions without purchasing order is still under implementation in 2020.

The global performance of CGG depends partly on our suppliers’ Selecting new suppliers
own performance in terms of delivering products and services.
The Sourcing & Supply Chain Function in the organization is All new suppliers which may pose an HSE risk are subject to a
responsible for ensuring that the performance of CGG’s suppliers compliance audit with an audit report. They may also be assessed
is properly assessed. To this effect, CGG has written a Supplier on the same metrics as for our main suppliers and at a minimum,
Assessment Procedure which governs the assessment of our must receive our Suppliers Code of Conduct.
suppliers. Sustainability is one of its components as any fault in When our supplier provides critical products or services, an onsite
our suppliers’ corporate responsibility could negatively impact the audit is conducted which covers quality, HSE and Sustainable
reputation of CGG. Development metrics. Conclusions are also traced in an audit
report.
Supplier assessment procedure
Code of Business Conduct (CBC)
Main suppliers
For our main suppliers, we assess their financial situation and Our Group Code of Business Conduct (“CBC”), which covers
market position, their dependency on CGG as well as the risks protection of people and the environment, protection of activities
related to their HSE & Sustainable Development, information and the brand, protection of assets and information, explicitly
security, trade compliance, legal & regulation performances. mentions that each subcontractor working for the Group must
comply with the CBC.

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Social matters

Suppliers Code of Conduct (SCC) 2021 events

We are committed to doing business with suppliers who conduct In 2021, 95% of our sourcing and supply chain employees (IT
business in a safe, legal and ethical manner with respect for sourcing managers, supply chain global managers and
employees, local communities and the environment. purchasers) followed an e-learning course on anti-corruption.
Consequently, we ask of our suppliers to ensure their operations
are undertaken in accordance with the commitments listed and In order to start monitoring the sustainability performance of our
that they sign our Supplier Code of Conduct. trading partners, CGG entered an agreement with EcoVadis, a
trusted web-based platform providing sustainability ratings; the
It covers Business Ethics, Compliance, Local Communities, solution is still in its early phase of deployment.
Human and Labor Rights as well as Health, Safety, Security & the
Environment. This Code of Conduct is dated and signed (if
applicable) by our suppliers. 2022 goals
If this is not possible (our suppliers may follow their own internal In 2022, we shall accelerate our campaign requesting our main
code and/or be so large that it would be impossible to follow all of suppliers (i.e., those representing 80% of our annual spend) to join
their customers’ codes), we may add terms in our purchasing the EcoVadis program. We aim at disclosing in 2022 our first
orders mentioning that they should conform themselves to our evaluation of the ESG performance of our Supply Chain and
Supplier Code of Conduct. initiate a continuous improvement cycle on sustainability issues
associated with our suppliers.

3.3.3 Relations with local communities

Key Performance Indicators
KPIs 2020 2021
Total Number of Social Development initiatives 37 43
Community service 17 14
Education 8 15
Environment 5 5
Health & Safety 7 9
Number of employees involved in volunteering 205 663
Number of volunteering hours 1,390 468
Cash granted by CGG & employees (excluding Babyloan) US$58,099 US$52,100

Since the divestment of our data acquisition activities in 2019 we 2021, our activity with local communities was performed
have a reduced impact on local communities. However, we wish to essentially remotely and we have not returned to the success of
continue being an actor of each of our offices’ local communities, our pre-Covid years.
with each office acting at their individual scale on the local
environment. Micro-loans with Babyloan
The larger CGG sites (usually above 50 people) have sustainable Since 2012,  CGG has developed a partnership program with
development committees. Those are local initiatives that are not Babyloan a micro finance organization. Over the years CGG has
managed at Group level, so each Committee decides of its actions. now invested €40,528 that were re-invested 17.1  times
supporting 1080  projects to date resulting in  a total amount
In 2021, we maintained the same level of commitment to social loaned of €694,148 The field of activities covered by the projects
development initiatives as last year. Our local social development we support are mainly agriculture (52%) and Trade (31%) and
actions were related to community services, charities, most of our micro-loans go to female entrepreneurs which
environmental preservation, education and health and safety. represent 61% of the projects we financed since 2012.
Unfortunately, due to the persistence of the Covid-19 pandemic in

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Innovation and customer satisfaction 3
Sponsoring startups up quickly for mass production and international markets. Among
other startups, Axandus has been working in 2020 with AMBPR,
In collaboration with EFI Automotive, an independent international an innovative company developing autonomous blasting and
company, which develops innovative sensors, actuators and painting robots for shipyards. The fit with the know-hows required
technological products for the automobile industry, a team of our by AMBPR have led the Equipment division to acquire a majority
Equipment division engineers participates actively in AXANDUS, a stake in the company, and to become its sole industrial partner
group of seasoned experts in the field of product design, and to accompany its development on the long term.
industrialization and international business development.
Axandus accelerates the growth of innovative companies in the
field of mechatronics and connected objects, helping them scale

3.4 INNOVATION AND CUSTOMER SATISFACTION

3.4.1 Innovation of products and services
Key Performance Indicators
KPIs 2020 2021
Total capital expenditure (mUS$) 78 65
Share of Group revenues invested in research and development 9% 6%
Share of Equipment revenues invested in research and development 14% 11%
Share of CGG (excluding Equipment) revenues invested in research and development 6% 4%

CGG is recognized as the technology leader in the seismic sector the associated risk and cost management for various
and provides the best high-quality products and services to its development scenarios including:
customers. In order to maintain its leadership and drive the future ● improved well planning that assists in the avoidance of
business, we believe we have set up a strong long-term research geohazards and reduces the number of unproductive holes,
and development (“R&D”) strategy and commitment.
● reduction of safety risks and costs,

● reduction in overall environmental impact while at the same

Geoscience strategic innovation time maximizing profitability.
CGG’s Geoscience innovation objectives include: Our R&D strategy is to develop differentiating technology that
● maintaining a continuous effort on the identification and uniquely positions the company in the high-end of its market
development of new technologies that enable us to obtain the where price competition is less and profitability higher.
highest quality seismic images possible in complex geologic
settings;
How the strategy is implemented
● leveraging our subsurface knowledge, technology and
expertise to accelerate our transition and diversification into Integral to maintaining this high-end position is a large distributed
renewable energy, environmental governance and digitalization global geoscience R&D team, consisting of 200+ researchers and
markets; developers around the world, focused on developing technology
● a broad integration of massive geoscience data sources to
that addresses regional problem swiftly while at the same time
extract maximum information and knowledge to then apply maintaining a strong global technical continuity.
and/or incorporate into our research and client results; We also collaborate with a diverse range of universities and
● continue to lead our industry in providing our clients with the research consortia throughout the world. Our sponsorship to
highest quality data helping them to responsibly explore and university Ph.D. students allows us to monitor future R&D topics
exploit natural resources as well as monitor the environment and engage immediately should any near-term opportunities be
supporting their societal and environmental responsibility identified.
goals. Our data contains information that can help to mitigate

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Internally, a strategic technology steering group is set up to Innovation at our Equipment division
monitor and evaluate various potential disruptive R&D that could
be applicable for CGG (such as ocean bottom node, full waveform The seismic industry constantly seeks more efficient, reliable
inversion, cloud computing and machine learning). Since most products which provide better data. As a supplier of such
technology deployment requires strong understanding on the data products, innovating is crucial for our brand Sercel if we wish to
and its associated complex geology and reservoir setting, it turns remain a leader in the sector. Innovation must come from our
out that most of our successful technology in last decades were products, services and the way in which we conduct business. We
all developed by our in-house R&D team across the globe. must also innovate to offer new solutions in a context of global
Meanwhile, our R&D personnel also participate in patent filing to pressure on prices.
protect CGG’s intellectual properties (IP), after their invention
disclosure are reviewed carefully by our internal technical experts Developing new products
and IP team. For more details regarding our Intellectual Property,
refer to section 3.4.3 “Intellectual Property”. Sercel teams conduct regular technological watches to stay
aware of the market’s evolution and identify new opportunities. An
CGG also has a competitive edge as all its new algorithms are innovation cell was created in 2019 to focus on technologies,
tested using our powerful computing facilities, and on our massive business and markets. We also dialogue with our customers
in-house multi-client data across the globe, which means we are regularly which creates innovation opportunities by identifying
able to rapidly overcome the steep learning curve of new their requirements for products functionalities.
technology development in a relative short timeframe and be the
first to bring it to our clients. We believe that this gives us a strong The decision to develop and launch a product that meets those
premium in our pricing in the high-end market. needs is taken by the Product Strategy Committee, which includes
the executive team. Before taking a decision, we will estimate the
market potential, project and product costs and anticipated return
2021 key events on investment. We are supported in those decisions by our
Product Champions, a team of experts which focus on a product
Full Waveform Inversion and Imaging or range of products and which intervene to train and support our
Time-lag FWI (TLFWI) is a specialized CGG in-house FWI customers when the needs arise. They may also be proactive to
algorithm that provides a robust, automated model building propose new product developments.
approach which overcomes the classic FWI cycle-skipping issues Where applicable, we try to mutualize innovation for both Land &
related to inaccurate starting models, amplitude mismatches and Marine activities. This increases the chances of developing
poor signal-to-noise ratio. TLFWI algorithm was first developed innovative products or solutions that apply to both activities and
for building subsurface model in complex salt province such as avoids parallel research of the same concepts.
deep-water Gulf of Mexico, and offshore Brazil. it brought
significantly improved image quality that enable our client to see 2021 innovation highlights
structures that were never be seen before. It was later been
developed and adapted to various type of geology across the Sercel deployed first GPR300 system (300m depth Ocean Bottom
globe. Node) in 2021 with a client operating in Abu Dhabi. It is a fully
integrated Ocean Bottom Node system that combines optimum
In 2021, we continue to make good progress on TLFWI robustness field operational efficiency with the highest level of data quality
and efficiency which enable us to offer high resolution FWI image, available to support the most precise imaging needs of the sea
i.e., a derivate product from beyond 100Hz velocity model derived floor seismic industry.
from TLFWI algorithm. Combined with high density ocean bottom
nodes, the FWI image is able to delineate near surface in great Sercel also further developed advanced high productivity methods
detail, such as pipeline, platform leg or other objects sitting near by managing the seismic vibrators fleets in the most effective and
the seabed which are never be able to image by conventional flexible manner. These methods are available for both cabled and
seismic imaging technology. The success of our FWI across the wireless operations.
globe led to massive amount of FWI case studies in 2021 major Innovation also implies developing new products for other fields of
annual geophysics conferences, more than double than the next expertise, using our technology. A unique real-time structural
closest competitor. monitoring and predictive maintenance solution been launched in
2020. First tests in the US have been performed in 2021. The
Data Hub: From Data digitalization to knowledge Structural Health Monitoring (SHM) node houses sensors initially
extraction developed for seismic data acquisition, which have all the required
CGG Data Hub offers data transformation services to extract, specifications for structural monitoring: low energy consumption,
curate, integrate, and validate subsurface datasets that enable efficient radio communications and ability to transfer data to a
the user to efficiently discover all data, overcome subsurface central station. The system integrates pre-processing algorithms,
challenges, and reduce cycle time. The Data Hub team pairs preparing the data for interpretation by structure specialists.
subsurface SMEs with data scientists and engineers to guarantee
data confidence and develop leading technology solutions.

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Innovation and customer satisfaction 3
Updating our existing range of products services. This can help our clients understand the new products
that have been launched and their potential on the field. In turn,
In addition to our new products, we regularly update our range of this could enable them to fully exploit the capabilities of our
existing products with new functionalities which, once deployed, products and maximize their return on investment. A specific
will enable new operations methods and reduce operational costs effort has been launched in 2021 to better identify areas of
for our customers in comparison to the older models. opportunities and define innovative solutions, accordingly,
leveraging the value of accessible meta-data for predictive
Associated services maintenance or optimization of operations.
We believe that we can also innovate in our business conduct by
offering technical products and associating them with our experts’

3.4.2 Customer satisfaction 3

Key Performance Indicators

KPIs 2020 2021
Ranked highest  Ranked highest
CGG position in the Kimberlite review performing Supplier performing Supplier
Ranked highest  Ranked highest
Sercel position in the Voix du Client review performing Supplier performing Supplier
Completion rate of Equipment division internal quality objectives 78% 84%

As a high-end player, CGG consistently provides the highest Two of those objectives were specifically set to address customer
quality products, data and services available in today’s satisfaction, namely:
competitive market. Our highly ranked customers’ satisfaction is ● monitor customer satisfaction: record customer feedback and
achieved through an “on time” provision of best-in-class reliable follow-up on any concern raised and take corrective actions;
products, data and services.
● align talent, organization and personnel engagement so that
As such, customer satisfaction is a major concern for CGG and the each business line is recognized as a leader in its area.
Group has developed a strong quality policy to this effect.
Our business lines then adopt those objectives and tailor them if
need be to their context. For example, our Geoscience business
CGG quality & customer satisfaction policy line’s KPIs analyze technical and service feedback, project
turnaround results and Net Promoter Scores.
CGG’s quality policy, signed by the Chief Executive Officer (“CEO”)
in 2020, aims to: Monitoring customer satisfaction
● create value by optimizing the discovery and development of
Customer satisfaction is monitored through CGG customer
natural resources; surveys and external third-party reviews.
● achieve our vision of being the geoscience partner of choice.

For this, we commit to: CGG customer surveys

● listen to our customers and exceed their expectations; CGG key accounts managers follow their projects’ development
and are the client’s first contact in case of issues or opportunities.
● continually improve our products and services leveraging our
They are responsible for their customers globally.
talents and technological developments.
Our projects usually include informal satisfaction reviews while
It is supported in its application by quality and performance they are active, used to proactively improve our service and
objective set at Group level and which are also signed by our CEO. overall results and satisfaction for our customers as the projects
Those are implemented in two-year cycles, in this case 2020- develop. Some best practices in the Group have formalized the
2021. customer satisfaction surveys during the project.

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Innovation and customer satisfaction

At the end of each project, two types of evaluations are launched: The Equipment division has set three key objectives in terms of
● the first is sent to our clients’ teams working directly with us to
quality:
measure the successes and improvement areas of our experts 1. cost of non-quality;
and project management. This helps us identify any lessons 2. customer satisfaction;
that need to be learned;
3. operational and system continuous improvement.
● the second is end user evaluations. Sent several months after
the project completion, they target the assets or interpretation Those objectives are monitored to analyze processes, product
teams of our clients and aim to better our understanding of the quality, financial efficiency and customer satisfaction. Monthly
real-world application and technical success of our products reviews are conducted to evaluate the progress on each of the
and services. objectives set. Some of our employees also have individual
incentives linked to quality.
Business lines review the customers’ satisfaction periodically,
including monthly management reports which review the actions To monitor our customer satisfaction externally, the Equipment
currently being undertaken. Quarterly feedback reports then Marketing and Sales Department conducts a survey every three
update staff on the current customer satisfaction results, and an years which identifies our strong points and improvement areas.
annual customer satisfaction report is sent each year to all staff This study was commissioned in 2018 and is separate from the
to present a global view of the year’s performance. Kimberlite review, also published in 2018.
A new Voice of the Client (La Voix du Client) review, commissioned
External third-party reviews by the Equipment division will be launched during summer 2022.
Kimberlite is a third-party market research company which Our customers will review us and others on a wide range of
provides CGG with an external point of view of both the market’s criteria (including on-time delivery, reparability, quality of
view of CGG and of its recent customers’ satisfaction for our products, ease of use and customer support). In 2018 the Sercel
products and services (it surveys only customers which worked brand ranked highest, including on quality and reliability of its
with CGG within the last two years). products.
We use this third-party survey and report to position ourselves on We are recognized internationally as a leader in our field. The
the market and identify our strengths and potential improvement Equipment division also prides itself in the fact that all our sites
areas. A summary of the report is sent and reviewed by the CEO. have been certified ISO  9001 (v2015) and that during the last
three years, there has been no major operational disturbance
Division Equipment caused by its products on the field while recording data.
For our Equipment division, customer satisfaction is also synonym We firmly believe that the quality of our Sercel products is
with quality. We are committed to meeting our customers’ matched by the quality of our services and that both together
expectations in terms of the reliability, quality and delivery of the contribute to our customers’ satisfaction. Our experts train our
products we provide. Our customers expect an equally high customers onsite, get out on the field for the launch of our
quality of service: expert support teams, up-to-date trainings and machines, and will only leave once the customer is satisfied. In
fast reactions. We must do our utmost to be the most dependable addition to our field experts, we have a 24/7 hotline which will
supplier to all our customers to maintain our leadership position. assist our customers. If the hotline cannot find a solution to our
customers’ solution, an expert will be sent to assist in person.
To pilot and monitor quality levels at Equipment level, we have
set annual objectives. These objectives are set and are then In 2021, out of the 201  objectives identified for our Equipment
adapted for each of the Sercel sites. sites in terms of quality, more than 78% of those goals had been
reached.
This significative improvement of six percentage points compared
to last year is an extremely positive result, it demonstrates our
leadership and our recognized capability to respond to our
customers’ needs.

3.4.3 Intellectual property (IP)

Key Performance Indicators
2020 2021
KPIs (excluding acquisition) Titles Patents Titles Patents
Number of CGG Geoscience patents 441 275 378 277
Number of Equipment patents 874 683 780 620

CGG invests heavily in R&D and relies on new innovation to offer being unlawfully accessed by external sources, and to ensure
differentiating products and services to its customers. Effective CGG respects IP rights belonging to other parties.
management of our intellectual property rights is key to
protecting our investments and leading-edge innovations from

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Innovation and customer satisfaction 3
Our IP rights are managed through dedicated IP departments that we produce and of their use and prevent any potential confusion
works closely with the various innovation departments of CGG. or litigation.
We have a Group policy that provides specific adaptations for each
business line, with the goal of considering specificities related to In the “beyond the core activities”, we ensure that our innovative
their products and services. In particular, a unique General developments for our diversification activities are protected,
Instruction document addressing various sections of IP called which includes all innovative algorithms, workflow, solutions and
"Protecting and Managing Intellectual Property” has been knowledge, along with ensuring that any developments requiring
deployed within the Group. We continue to update our specific protection by means of patents are also protected.
documentation and procedure to guide our employees to At Sercel, product development teams follow a methodology
understand the procedures to follow for all IP matters Our IP called “Maestro” which covers, among many other topics, IP
department provides internal counselling and advice, and engages rights. As a result of its full deployment the development of
external specialists to assist the Group with specific matters if products or services follows a dedicated workflow which is
and when they arise. All employment contracts contain the characterized by validation milestones including IP matters.
protection of CGG intellectual property rights. 3
We hold regular IP reviews at various business level for covering 2021
internal technology developments and issues. We regularly check
competitors’ patent activity in our core business with a dedicated Actions initiated in 2020 were pursued and consolidated, with
Patent Watch and we also compile and update competitive IP organization of training sessions for employees, and the
landscape on core and diversification technologies several times a deployment of solutions for retention of know-how and related IP
year. (see the relevant chapter for employee retention).
In the Geoscience division, our IP focus is the protection of the As a result of the actions implemented by the Group, no IP right
innovative algorithms, workflows and system design. The IP team infringements litigations were brought against CGG in 2021, as
works closely to define the ownership of each element of the data was the case the previous year.

3.4.4 Information security

Key Performance Indicators
KPIs 2020 2021
Number of InfoSec incidents with a significant impact 0 0
Participation rate of the InfoSec e-learning 78% 67%
Number of people trained directly onsite by the InfoSec team 0 0

As the Group creates value by processing data, data management Policies are defined at Group level (Tier 1) and apply to all entities
and data protection are a crucial component of our business and business lines. Those policies remain unchanged for all but
conduct. CGG makes every effort to protect the information of its can be adapted at business line level through manuals and
clients, employees and partners. procedures, processes and standards with more specific
objectives (Tier  2). The Tier  3 covers guidelines and forms. The
We have a three-tiered Information security management system three tiers cover topics such as Human Resources Security,
(ISMS). Its goal is to prevent breaches that could impact the Operational Security, Incident Management and Supplier
confidentiality, availability and/or the integrity of CGG information Relations.
assets.

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Innovation and customer satisfaction

Tier 1:
Group Information Security Policy documents apply to all Entities
Thematic Information Security and Business Lines, unchanged
Policies ICT and IT administrator charters Tier 1

Manual, Objectives,
General Instructions.
Procedures & Processes. Tier 2 Tier 2
Standards

Guidance
Forms Tier 3 Tier 3

Group Documentation Entity/Business Line Documentation

The Group Information Security Policy (GISP) is signed by the to network firewalls, intrusion detection systems, multi-factor
Chief Executive Officer for the entire Group. A Chief Information authentication, Virtual Private Network (VPN) and network
Security Officer (CISO) leads a dedicated information security segmentation. Security updates are systematically deployed.
team to oversee its application, supported by regional information
security officers and business information security officers. The In order to continually evaluate our exposure and identify areas
GISP concerns all entities including our Equipment division. for improvement we conduct weekly vulnerability scans of our
infrastructure, quarterly phishing simulations covering all
The CISO is placed under the supervision of the Group Steering employees and annual third-party penetration tests of our
Committee (which includes the Chief Executive Officer) and to the perimeter and critical systems, resolving any findings
Audit & Risks Committee of the Board. appropriately.
CGG considers its employees as the strongest line of defense. To A global review of the Group Information Security Management
this effect, Information Security e-learning is mandatory annually System (ISMS) started in 2019, and was completed in 2021 to
for all employees and is updated on a regular basis. In addition, align it more closely to the National Institute of Standards and
the Group performs in-person Information Security Awareness Technology (NIST) Cyber Security Framework. This revised ISMS
training when possible to reinforce the message. Unfortunately, will be deployed throughout the group in 2022.
due to the Covid-19 pandemic, this has not been possible in either
2020 or 2021. Given the poor training results in 2021, we will The framework is based on five major elements, each containing
intensify our cyber risk awareness actions in 2022. several sections of controls. The existing and desired state of
these controls is analyzed and a current and a target profile is
We have implemented several technical measures to secure our created. These profiles are then used to determine projects and
information systems. These controls include, but are not limited, actions to close any gaps, leading to a stronger security posture.

2022 goals
In 2022, CGG wishes to:
● validate and start implementation of our 3-year plan, to be communicated across the company;

● run the second phase of the 2021 penetration test;

● start the process of SOC2 certification for our cloud services;

● focus on phishing awareness.

Identify Protect Detect Respond Recover

− Asset Management − Identity Management − Anomalies and Events − Response Planning − Recovery Planning
− Business Environment and Access Control − Security Continuous − Communications − Improvements
− Governance − Awareness and Training Monitoring − Analysis − Communications
− Risk Assessment − Data Security − Detection Processes − Mitigation
− Risk Management − Information Protection − Improvements
Strategy Processes and
− Supply Chain Risk Procedures
Management − Maintenance
− Protective Technology

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 STATEMENT ON NON-FINANCIAL PERFORMANCE
Environmental performance 3
3.5 ENVIRONMENTAL PERFORMANCE
3.5.1 Energy efficiency and carbon footprint
Key Performance Indicators
KPIs (excluding acquisition) 2020 2021
CGG Power Usage Effectiveness (PUE) 1.32 1,35
Carbon Footprint Scope 1 (ktCO2eq) 2 2
3

Carbon Footprint Scope 2 (ktCO2eq) 51 43

Carbon neutral energy mix (% of Scope 1 & 2) 30% 36%
Green Company cars (hybrid/electric) (%) 11% 38%

Given climate change and the growing expectations of To reach this long-term target, CGG has also set itself
stakeholders, CGG considers CO2 emissions and energy efficiency an intermediary milestone to reduce by half its 2019 levels of
to be a real opportunity for its activities. scope 1 & 2 GHG emissions by 2030 (in relative values ​compared
to emissions per unit of turnover for the Equipment division and
per unit of computing power for our data centers).
Environmental and climate policy
● In 2021, our carbon intensity per petaflop has dropped 30%

We are committed to mitigating our impact on the environment. from 177.4 tCO2eq/pflop in 2019 down to 123.8 tCO2eq/pflop.
To this effect, we developed our internal policy – signed by our ● In 2021, our carbon intensity per million$ of revenue for our
Chief Executive Officer in January  2020 – to best protect the Equipment Division has dropped 11% from 28.5 tCO2eq/m$ to
environment, the climate and the communities where we operate. 25.4 tCO2eq/m$.
The policy identifies the five key elements on which we wish to act After exiting the geophysical data acquisition services business in
in our activities: 2020 and becoming an asset-light people, data and technology
1. to always act responsibly and abide by all applicable company, CGG has already considerably reduced its carbon
environmental laws; footprint. Our pledge to become carbon neutral by 2050 also
2. to continue to advance our data collection capabilities to best aligns well with our commercial strategy of continuously
measure, monitor and continuously reduce our impact; advancing our technologies to best support our clients in
achieving both their business and transition goals.
3. to commit to improving our power-usage efficiency, increasing
the low-carbon content of our energy supply, and reducing our
greenhouse gas (GHG) emissions; Advanced High-Performance Computing
4. to continue to advance our technology and services to enable (HPC)
our clients to best reduce the impact of their activity;
As a HPC company, we require a very large data processing
5. to encourage and support our businesses, all employees and capacity and own our own internal servers and facilities. Our data
locations globally to find and take specific actions that support processing capacity is split into three major sites at three different
the health of the environment, climate and the communities locations: Houston (USA), Redhill (UK) and Singapore. Each site
where we operate. acts as a regional hub, and while we have several other computer
rooms throughout the world, they represent a small share in
CGG commits to carbon neutrality by 2050 computing power and energy consumption.
To monitor our three hubs’ energy consumption and efficiency,
Aligned with the company’s longstanding commitment to act
CGG analyses its energy bills and follows their power usage
responsibly and minimize the impact of its activities on the
effectiveness (PUE). Where applicable and economically sound,
environment, in every sector of its business, CGG has announced
we also implement measures to reduce our energy consumption.
its pledge to become carbon neutral by 2050 in scopes 1 & 2 of
the Greenhouse Gas (GHG) Protocol. Reflecting the growth of our business offering advanced HPC to
clients, both in the Energy sector and in other industries, a
Company-wide efforts are focused on continuing to improve the
transition to a new, purpose-built UK site will begin during 2022.
power usage efficiency of its data centers, offices and factories,
This larger site will incorporate improved energy-efficiency
along with increasing the share of sustainable energy in its energy
through novel liquid cooling technology, building on our decade of
supply mix, mainly through the energy purchased from utility
innovation in immersion technology. The new compute-hub will
providers.
accommodate future expansion opportunities.

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3 STATEMENT ON NON-FINANCIAL PERFORMANCE
Environmental performance

CGG, an early adopter of renewable energy sources for its UK Our energy efficiency targets:
operations nine years ago, has in 2021 improved on its ● the Power Usage Efficiency of our 3  main data centers
commitment to green energy by ensuring 100% renewable energy (Houston, UK and Singapore) will go below 1.2 by 2030;
is used to power all its operating sites in the UK. CGG evaluated
● the carbon neutral energy mix in our total scope  1 & 2
the suppliers’ energy portfolios, sourcing stability and
transparency, carbon emissions and re-investment practices, and consumption will reach 50% by 2030 and 90% in 2050. From
considered the legitimacy beyond published REGO statements. 2021, all new energy supply contracts will be switched to
The 100% renewable energy contract also covers the UK CGG carbon neutral energy supply providing they remain within
Cloud facility which provides High Performance Compute (HPC) competitive prices;
resources for CGG’s global business and for a number of its major ● our fleet of Company cars will be 100% electric by 2050.
clients.

3.5.2 New business initiatives

During 2021, CGG formed an integrated Energy Transition & geothermal energy in sedimentary basins and this brings new
Environment organization to facilitate the rapid growth of the opportunities for CGG. Expertise in subsurface geoscience,
business initiatives launched in 2020 in the domain of including seismic imaging, reservoir modelling and geological
Environmental Monitoring and Low Carbon Transition solutions. analysis are highly sought-after skills in this emerging energy
CGG’s historic and new clients are increasingly focused on energy sector. CGG’s experience includes over 130 targeted projects and
transition, reduction of their environmental footprint and in 2021, included two global resource assessments and
decarbonization. The energy transition will require both a detailed associated outputs, one focused on global geothermal potential
understanding of the subsurface & a comprehensive. and the other on global lithium potential from geothermal brines
We are thus well placed to support both our existing customers,
as they seek to transition, and also a whole range of new clients.
3.5.2.1 Carbon Capture, Utilization &
Sequestration (CCUS) and Energy
Storage 3.5.2.3 Environmental science
Observation of the Earth via satellite, drones, etc., combined with
Carbon Capture, Utilization and Energy Storageis a key feature in surface measurements (geological, atmospheric, etc.) lead to a
overall efforts to de-carbonize our atmosphere and heading-off multitude of data relevant to assisting people solve many of the
climate change. The business potential is significant. CGG’s core environmental issues facing the world today. Accurate data, along
skills of subsurface reservoir expertise, including imaging, with suitable processing, interpretation, machine-learning and
modelling and geological and petrochemical analysis fit well in artificial intelligence will underpin successful environmental
the scope of CO2 storage planning and ongoing monitoring of the plans for the future. CGG’s skills with data science and
stored carbon. Many of our clients are planning significant CCUS high-performance computing are very relevant in this growing
projects and are starting to incorporate application of CCUS market sector. During 2021, a consortium led by CGG was
technologies into their field development plans. Low carbon awarded a project aimed at developing new environmental
energy, such as green or blue hydrogen, will also require long monitoring technology and services to help combat the global
term storage and monitoring. Building on 15 years of CCUS marine litter crisis by the European Space Agency.
related experience, during 2021, CGG licensed its high-end
Northern Viking Graben multi-client seismic data set in the
Northern North Sea to the Northern Lights JV DA, for use in its 3.5.2.4 Satellite enabled solutions
ongoing and future CO2 storage developments. In addition to this,
a carbon-capture screening study in the UK & Norway was CGG has a long history of processing and interpreting satellite
delivered, and strategic agreements with dCarbonX & Geoptic data, especially the difficult to handle Synthetic Aperture Radar
were announced, enhancing both our market position and (SAR) data. As more and more SAR satellites are launched into
technology portfolio. orbit, the possibility of realistically doing real-time monitoring of a
large range of surface facilities is now upon us. This, combined
with the growing ability to measure environmental data from
3.5.2.2 Geothermal science satellites, makes for a rich domain in which CGG can find
substantial business. As an example, during 2021, CGG launched
Geothermal energy has traditionally been exploited in tectonically SeaScope, an innovative pollution monitoring solution, as part of
active areas, and CGG has consistently played a role in this its growing portfolio of products and services for environmental
market through its Multi-Physics Imaging team and occasionally application.
via its seismic imaging team. Today, there is a new push to exploit

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 STATEMENT ON NON-FINANCIAL PERFORMANCE
Environmental performance 3
3.5.2.5 Critical minerals & mining impact on the surrounding environment presents significant
business opportunities for CGG, leveraging our full suite of
The demand for critical minerals such as lithium, nickel, cobalt geoscience capabilities to ensure responsible exploration and our
and copper is growing extremely fast because these are all full suite of monitoring capabilities to manage associated risks.
minerals required to support the energy transition. Countries Building on many years of monitoring mine site integrity and
across the globe are stepping up their efforts to reduce safety, during 2021 CGG released TailingsPulse, it’s unique
dependencies and secure their own sources of these minerals. integrated solution for complete mine site monitoring.
The requirement to seek these minerals and then monitor that the
minerals are extracted safely and with the minimum possible

3.5.3 Sound emissions 3

Key Performance Indicators

KPIs (excluding acquisition) 2020 2021
Number of species identified by QuietSea TM
9 9
Number of vessels equipped with QuietSea TM
4 4

Seismic Data acquisition relies on signal emissions technologies or in cases of low visibility. To mitigate the risk of animals not
being emitted by seismic sources. Those can, in certain operating being spotted, we have developed a Sercel QuietSea™ Passive
conditions, disturb fauna, particularly marine mammals whose Acoustic Monitoring (PAM).
hearing is the most developed sense. Terrestrial sound emissions
are not as high a risk for Sercel products – and answer to the QuietSea™ is a fully integrated PAM system that overcomes many
required certifications imposed by each country. of the limitations of its present-day competitors. The sensors are
designed to fully integrate with seismic acquisition or navigation
During 2021, Sercel customers continued to apply prevention systems and are incorporated in the Sentinel streamer. By
measures on board vessels to mitigate the risk of impact from eliminating the need for deployment of separate PAM antennas at
sound emissions in its surroundings. The enforced safety area sea, QuietSea™ reduces the risk of accidents during deployment,
around the seismic source and the monitoring methods used vary retrieval and operation, thus significantly reducing operational
according to the risk assessment and depends on the ecological downtime and possible equipment replacement costs. It also
sensitivity of the area of acquisition. Seismic sources are reduces the number of people on each ship and increases
systematically activated in a gradual manner while ensuring that reliability in identifying marine animals.
no sea mammal is within a radius of at least 500 meters around
these sources. As of the end of 2021, the QuietSea™ system can identify whales
(blue, fin and humpback) and toothed whales (including but not
The implementation of these verification measures reduces the limited to dolphins, sperm whales, porpoises and beaked – all
risk of inflicting hearing damage to mammals. For this, Sercel except pygmy sperm whale). In 2021 efforts have been made to
customers monitor the presence of animals through visual improve detections, especially dolphins clicks.
monitoring (with one person on board looking out for signs of
mammal presence) or through acoustic monitoring. QuietSea™ has been validated for use in the USA (BSEE/BOEM),
the UK (BEIS/JNCC), in Mexico (ASEA) and in Australia
Visual monitoring requires one person on board the ships to be on (NOPSEMA) and is also used by Total, Chevron, Pemex, Shell,
the constant lookout for mammals, which can be difficult by night Statoil, Repsol.

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3 STATEMENT ON NON-FINANCIAL PERFORMANCE
EU Green Taxonomy

3.6 EU GREEN TAXONOMY

3.6.1 EU Taxonomy at a glance
The EU Taxonomy is a tool to help investors, companies, issuers The performance thresholds will help companies, project
and project promoters navigate the transition to a low-carbon, promoters and issuers access green financing to improve their
resilient and resource-efficient economy. environmental performance, as well as helping to identify which
activities are already environmentally friendly.
The Taxonomy sets performance thresholds for economic
activities which: In doing so, it will help to grow low-carbon sectors and
● make a substantive contribution to one of six environmental
decarbonize high-carbon ones.
objectives (see table 1);
● do no significant harm (DNSH) to the other five, where relevant;

● meet minimum safeguards (e.g., OECD Guidelines on

Multinational Enterprises and the UN Guiding Principles on
Business and Human Rights).

TABLE 1: ENVIRONMENTAL OBJECTIVES

1. CLIMATE CHANGE
MITIGATION 2. CLIMATE CHANGE
ADAPTATION 3. THE TRANSITION TO A
CIRCULAR ECONOMY

THE SUSTAINABLE THE PROTECTION

POLLUTION
4. PREVENTION
AND CONTROL 5. USE AND PROTECTION
OF WATER AND
MARINE RESOURCES
6. AND RESTORATION
OF BIODIVERSITY
AND ECOSYSTEMS

■ Applicable from financial year 2021 ■ Only applicable from financial year 2023

3.6.2 Activities covered by the Taxonomy

Economic sectors and economic activities included in the For climate change mitigation, sectors responsible for 93.5% of
Taxonomy to date have the potential to make a substantial direct greenhouse gas emissions in the EU were prioritized when
contribution to climate change mitigation or climate change identifying economic activities for which technical screening
adaptation. The approach differs for each of these objectives, criteria were developed. Sectors that have a large emissions
reflecting their nature. footprint were prioritized and identifying activities making a
substantial contribution to climate change mitigation in these
sectors is likely to have a large impact.

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 STATEMENT ON NON-FINANCIAL PERFORMANCE
EU Green Taxonomy 3
Among CGG portfolio of activities, three of them make a substantial contribution to climate change mitigation:

NACE Sector Activity # Activity

J63.11 Information and communication 8.1 Data processing, hosting
and related activities
J61, J62, J63.11 Information and communication 8.2 Data-driven solutions for GHG
emissions reductions
E39.00 Water supply, sewerage, waste management 5.12 Underground permanent
and remediation geological storage of CO2

3
3.6.2.1 Data processing, hosting and related activities
Through our activity in the geosciences, we transform seismic and this eligibility condition. In addition, we have validated and
geologic data into information and high-quality images of the initiated in 2021 the construction of a new center in the United
subsurface. We process data for the needs of our external clients Kingdom which will be operational at the end of 2023 and which
and our Multi-Client business line. We also reprocess previously will implement the very latest technologies in terms of energy
processed data using new techniques to improve the quality of performance and carbon footprint. As a result, our Redhill and
images. In order to do so, we require a very large data processing Singapore centers will be gradually decommissioned between
capacity and own our own internal servers and facilities. 2022 and 2023.
Our scientific computing capacity in 2021 is split into three major We have a procedure in place for the recycling of our IT equipment
sites at three different locations: Houston (USA), Redhill (UK) and and we contract locally with specialized companies for the
Singapore. Each site acting as a regional hub for our smaller data recycling process where appropriate. Note that most of our
centers throughout the world. servers are rented so we usually return them to the leasing
company. In the rare cases where we buy back this equipment,
Only 2 out of 3 units at our Houston data processing center use a our recycling procedure applies when the servers are no longer
refrigerant gas with a GWP (Global Warming Potential) index of used.
less than 675. In 2021 our other data processing sites do not meet

3.6.2.2 Data driven solutions for GHG emissions reductions

Our integrated Energy Transition & Environment department was ● Environmental science: observation of the Earth via satellite,
formed during 2021 to facilitate the rapid growth of the business drones, etc., combined with surface measurements (geological,
initiatives launched in 2020 in the domain of Environmental atmospheric, etc.) lead to a multitude of data relevant to
Monitoring and Low Carbon Transition solutions. It provides data assisting people solve many of the environmental issues facing
driven solutions to climate change mitigation in the following the world today.
domains (for more details on these activities please refer to ● Satellite enabled solutions: CGG has a long history of
section 3.5.2 of this Document): processing and interpreting satellite data. The possibility of
● Carbon Capture, Utilization and Energy Storage (CCUS) which realistically doing real-time monitoring of a large range of
is one of the big hopes for de-carbonizing our atmosphere and surface facilities is now upon us. This, combined with the
heading-off climate change. growing ability to measure environmental data from satellites,
● Geothermal energy: traditionally exploited in tectonically active
makes for a rich domain in which CGG can play a substantial
areas, where CGG has consistently played a role through its role.
Multi-Physics. There is a new push to exploit geothermal In the 2021 financial year, these solutions do not yet generate
energy in sedimentary basins and this brings new opportunities sufficient activity to appear in this report. We expect our activity in
for CGG. this area to increase in 2022.

3.6.2.3 Underground permanent geological storage of CO2

Although we are actively engaged on the Carbon Capture, In that regard we will not report any contribution to climate
Utilization and Energy Storage market through our data-driven change from this activity in 2021. We anticipate however a
solutions offer in the activity # 8.2 above, the sector is not mature growing importance of this activity in our portfolio as the
enough in 2021 for CGG to deploy its monitoring solutions on implementation of CCUS sites will grow.
operational underground geological CO2 storage sites.

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EU Green Taxonomy

3.6.3 Key Performance Indicators

8.1 Data processing, 8.2 Data-driven 5.12 Underground
hosting and related solutions for GHG permanent geological Consolidated
Economic activities activities emissions reductions storage of CO2 total
% Taxonomy Eligible Turnover 7.8% n.a. in 2021 n.a. in 2021  7.8%
% Taxonomy Eligible CapEx 13.9% n.a. in 2021 n.a. in 2021 13.9%
% Taxonomy Eligible OpEx 1.2% n.a. in 2021 n.a. in 2021 1.2%

Methodology
Turnover ● Activity 8.1: : Reported in 2021 is the share of Houston data
center Capex including IFRS16 using the same proportion as for
● Activity 8.1: In 2021 only two units out of three of our Houston the turnover calculation. In the denominator, we have retained
data center are eligible under the Taxonomy. The equivalent the acquisitions of tangible and intangible fixed assets,
revenue was calculated using the same proportion as the excluding Multi-Client studies, plus increases in rights of use.
power consumption of those units compared to the entire data
● Activity 8.2: No reporting in 2021.
center. By 2023 when we will benefit from the full impact of
our investments to improve the energy performance of our data ● Activity 5.12: No reporting in 2021.
centers, all of our Geoscience external turnover less the
turnover of our Geovation software sales, as well as the OpEx
Imaging component of our MultiClient Business Line turnover The EU Taxonomy has defined as eligible OpEx, non-capitalized
will most probably be eligible and aligned. At the denominator direct costs that relate to research and development, building
we used the Group Operating Revenues as reported in this renovation measures, short-term rentals, maintenance and
document. repairs and any other direct expense related to the day-to-day
● Activity 8.2: No reporting in 2021 as mentioned in 3.6.2.2. maintenance of assets and which is necessary to ensure the
● Activity 5.12: No reporting in 2021 as mentioned in 3.6.2.3. continuous and efficient operation of these assets (e.g.
maintenance supplies, cost of employees assigned to
CapEx maintenance, IT dedicated to maintenance).

Capex is understood as per the definition of the Taxonomy as the Obviously relating to assets or processes that are associated with
increase in the gross value of tangible and intangible fixed assets the economic activities eligible for the taxonomy i.e consistent
for the financial year, considered before depreciation, amortization with activities 8.1, 8.2 and 5.12:
and any revaluation, including those resulting from revaluations ● Activity 8.1: For 2021 we reported the Houston data center non-
and depreciations, for the financial year concerned and excluding capitalized direct costs of facilities, utilities, maintenance and
fair value adjustments. Leases and long-term leasing are to be related personnel using the same proportion as for the turnover
recognized in CapEx, in application of IFRS 16 (rights of use). calculation. For the denominator, we used operating (or
operational) cash costs, excluding amortization and
Obviously reported CapEx is associated with the economic
depreciation.
activities eligible for the taxonomy i.e consistent with activities 8.1,
8.2 and 5.12. Investments allowing the transition to an eligible ● Activity 8.2: No reporting in 2021.

activity with regard to the taxonomy as well as investments ● Activity 5.12: No reporting in 2021.
qualified as "green" (for example purchases of electric vehicles,
energy efficiency renovation of buildings, etc.) are also eligible.

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 STATEMENT ON NON-FINANCIAL PERFORMANCE
Indicators 3
3.7 REPORTING SCOPE AND METHOD

The indicators were selected following a risk analysis (see The following issues were not deemed as material according to
chapter presenting our materiality matrix). They represent the our materiality analysis and will not be discussed in this report:
performance of CGG and of the commitments and policies in ● food waste;
place.
● the fight against food insecurity;
The indicators in the text exclude data acquisition. We present the ● animal well-being (except in terms of noise emissions, which is
consolidated indicators including data acquisition below. addressed in this report);
The indicators were collected between January and ● responsible, equitable and sustainable eating;
3
February 2021 and cover the year 2020. They were reported and ● eco-design;
consolidated through various CGG’ data bases, such as PRISM (for
HSE-SD data), HRMS (HR), EPIC (Supplies), etc. ● circular economy;

● effects of climate change on our activities.

The report aims to conform to the French regulatory obligations
(Statement on Non-Financial Performance, outcome of the The topics mentioned by the decree have been treated in the most
transposal of the European directive on non-financial reporting). transparent manner possible. The analysis of materiality did not
consider eco-design and the circular economy as a material topic.
Information regarding the eco-design of Sercel equipment is
nevertheless available on our internet site.

3.8 INDICATORS
TALENT ATTRACTION AND RETENTION
2019 2020 2021
Voluntary turnover 5.5% 4.9% 6.1%
Seniority of employees 13.5 years 14.3 years 14.2 ans
Share of employees with a seniority over 5 years 81% 78% 77%
Equality Index (for men & women) – France 88 88 85
Gender split at CGG (M/F) 71%/29% 70%/30% 70%/30%
Gender split in the recruitments (M/F) 73%/27% 76%/24% 70%/30%

HEALTH, SAFETY AND SECURITY OF OUR EMPLOYEES AND SUBCONTRACTORS

2019 2020 2021
Total Recordable Cases Frequency rate (TRCF) 1.60 0.84 1.02
Lost Time Injury Frequency rate (LTIF) 0.51 0.34 0.46
Severity rate 0.009 0.009 0.004
Recordable Occupational illness cases frequency rate 0.17 0.00 0.00
Exposure hours (in million) 29.2 11.8 8.8

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3 STATEMENT ON NON-FINANCIAL PERFORMANCE
Indicators

BUSINESS ETHICS
2019 2020 2021
Percentage of employees that followed the Ethics e-learning course 85% 82% 87%
Percentage of employees that followed the Ethics e-learning course
on anti-corruption 96%
Number of alerts received by the Ethics Committee 8 4 7

RESPONSIBLE SUPPLY CHAIN

2019 2020 2021
Percentage of sourcing and supply chain employees that followed
the anti-corruption e-learning course 92% 93% 95%
Percentage of suppliers having signed the Supplier Code of Conduct
or with a purchasing order mentioning the Supplier Code of Conduct 100% (a) 100%(a) 100%(a)
(a) The Supplier Code of Conduct is in CGG Terms and Conditions automatically attached to all PO’s. The traceability of the signature of the Code of Conduct by the
supplier for transactions without purchasing order is still under implementation in 2021.

RELATIONS WITH LOCAL COMMUNITIES

2019 2020 2021
Total number of social development initiatives 89 37 43
Community service 27 17 14
Education 18 8 15
Environment 27 5 5
Health & Safety 17 7 9
Number of employees involved in volunteering 2,903 205 663
Number of volunteering hours 872 1,390 468
Cash granted by CGG & employees (excluding Babyloan) US$74,458 US$58,099 US$52,100

INNOVATION OF PRODUCTS AND SERVICES

2019 2020 2021
Total capital expenditure (in million of US$) 81 78 65
Share of Group revenues invested in R&D 5% 9% 6%
Share of Equipment revenues invested in R&D 9% 14% 11%
Share of CGG (excl. Equipment) revenues invested in R&D 4% 6% 4%

CUSTOMER SATISFACTION
2019 2020 2021
CGG position in the Kimberlite review Ranked highest Ranked highest Ranked highest
performing performing performing
Supplier Supplier Supplier
Sercel position in the Voix du Client review Ranked highest Ranked highest Ranked highest
performing performing performing
Supplier Supplier Supplier
Completion rate of Equipment division internal quality objectives 85% 78% 84%

INTELLECTUAL PROPERTY
2019 2020 2021
Titles/Patents Titles/Patents Titles Patents
Number of CGG Geoscience patents 505/295 441/275  378 277
Number of Equipment patents 950/675 874/683 780 620

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 STATEMENT ON NON-FINANCIAL PERFORMANCE
Indicators 3
INFORMATION SECURITY
2019 2020 2021
Number of incidents with an important InfoSec impact 0 0 0
Participation rate of the InfoSec e-learning 81% 78% 67%
Number of people trained directly onsite by the InfoSec team 251 0 0

ENERGY EFFICIENCY AND CARBON FOOTPRINT

2019 2020 2021
CGG Power Usage Effectiveness 1.33 1.32 1.35
3
Carbon Footprint Scope 1 (ktCO2eq) 337 2 2
Carbon Footprint Scope 2 (ktCO2eq) 55 51 43
Carbon Footprint Scope 3 (ktCO2eq) 278 342 325

SOUND EMISSIONS
2019 2020 2021
Number of species identified by QuietSea TM
8 9 9
Number of vessels equipped with QuietSea TM
4 4 4

GREEN TAXONOMY
  2019 2020 2021
% Taxonomy Eligible Turnover n.a n.a 7.8%
% Taxonomy Eligible CapEx n.a n.a 13.9%
% Taxonomy Eligible OpEx n.a n.a 1.2%

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3 STATEMENT ON NON-FINANCIAL PERFORMANCE
Independent third party’s report on consolidated non-financial statement presented in the management report

3.9 INDEPENDENT THIRD PARTY’S REPORT ON

CONSOLIDATED NON-FINANCIAL STATEMENT
PRESENTED IN THE MANAGEMENT REPORT

This is a free translation into English of the original report issued in The entity’s responsibility
the French language and it is provided solely for the convenience
of English-speaking users. This report should be read in It is the responsibility of the Board of Directors to :
conjunction with, and construed in accordance with, French law ● select or establish appropriate criteria for the preparation of
and professional standards applicable in France. the Information;
To the General Assembly, ● prepare a Statement in accordance with legal and regulatory

In our quality as an independent third party, accredited by the requirements, including a presentation of the business model, a
COFRAC under the number n°  3-1681 (scope of accreditation description of the main non-financial risks, a presentation of
available on the website www.cofrac.fr), and as a member of the the policies applied with regard to these risks as well as the
network of one of the statutory auditors of your entity (hereinafter results of these policies, including key performance indicators
“entity”), we conducted our work in order to provide a conclusion and, in addition, the information required by Article 8 of
expressing a limited level of assurance on the compliance of the Regulation (EU) 2020/852 (green taxonomy);
consolidated non-financial statement for the year ended ● and to implement the internal control procedures it deems
December 31, 2021 (hereinafter the "Statement") with the necessary to ensure that the Information is free from material
provisions of Article R. 225-105 of the French Commercial Code misstatement, whether due to fraud or error.
(Code de commerce) and on the fairness of the historical
The Statement has been prepared in accordance with the entity’s
information (whether observed or extrapolated) provided pursuant
procedures, the main elements of which are presented in the
to 3° of I and II of Article R. 225-105 of the French Commercial
Statement (or which are available online).
Code (hereinafter the "Information") prepared in accordance with
the entity's procedures (hereinafter the "Guidelines"), included in
the management report pursuant to the requirements of Responsibility of the independent third party
articles L. 225 102-1, R. 225-105 and R. 225-105-1 of the French
Commercial Code (Code de commerce). On the basis of our work, our responsibility is to provide a report
expressing a limited assurance conclusion on:
● the compliance of the Statement with the requirements of
Conclusion
article R. 225-105 of the French Commercial Code;
Based on the procedures performed, as described in “Nature and ● the fairness of the information provided in accordance with
scope of the work”, and on the elements we have collected, we did article R. 225 105 I, 3° and II of the French Commercial Code,
not identify any material misstatements that would call into i.e., the outcomes, including key performance indicators, and
question the fact that the consolidated non-financial statement is the measures implemented considering the principal risks.
not presented in accordance with the applicable regulatory
requirements and that the Information, taken as a whole, is not As it is our responsibility to form an independent conclusion on
presented fairly in accordance with the Guidelines, in all material the Information as prepared by management, we are not
respects. permitted to be involved in the preparation of the Information, as
this could compromise our independence.

Preparation of the non-financial performance However, it is not our responsibility to comment on:
statement ● the entity’s compliance with other applicable legal and
regulatory requirements, in particular the information required
The absence of a generally accepted and commonly used by Article 8 of Regulation (EU) 2020/852 (green taxonomy), the
framework or established practices on which to base the French duty of care law and anti-corruption and tax avoidance
assessment and measurement of information allows for the use legislation;
of different, but acceptable, measurement techniques that may ● the fairness of the information required by Article 8 of
affect comparability between entities and over time. Regulation (EU) 2020/852 (green taxonomy);
Therefore, the Information should be read and understood with ● the compliance of products and services with the applicable
reference to the Guidelines, the significant elements of which are regulations.
presented in the Statement.

Limitations inherent in the preparation

of the information
The information may be subject to uncertainty inherent in the
state of scientific or economic knowledge and the quality of
external data used. Certain information is sensitive to the
methodological choices, assumptions and/or estimates made in
preparing it and presented in the Statement.

84
 STATEMENT ON NON-FINANCIAL PERFORMANCE
Independent third party’s report on consolidated non-financial statement presented in the management report 3
Regulatory provisions and applicable the information required under article L.  225-102-1 III,
paragraph 2 of the French Commercial Code; we verified that
professional standards the Statement presents the business model and a description
The work described below was performed in accordance with the of principal risks associated with all the consolidated entities’
provisions of articles A. 225-1 et seq. of the French Commercial activities, including where relevant and proportionate, the risks
Code, as well as with the professional guidance of the French associated with its [their] business relationships, its [their]
Institute of Statutory Auditors (“CNCC”) applicable to such products or services, as well as its [their] policies, measures
engagements and with ISAE 3000(1). and the outcomes thereof, including key performance
indicators associated to the principal risks;
● we referred to documentary sources and conducted interviews
Independence and quality control to:
Our independence is defined by the requirements of article L. 822- ● assess the process used to identify and confirm the principal

11-3 of the French Commercial Code and the French Code of risks as well as the consistency of the outcomes, including 3
Ethics (Code de déontologie) of our profession. In addition, we the key performance indicators used, with respect to the
have implemented a system of quality control including principal risks and the policies presented, and
documented policies and procedures regarding compliance with ● corroborate the qualitative information (measures and
applicable legal and regulatory requirements, the ethical outcomes) that we considered to be the most important
requirements and French professional guidance. presented in Appendix 1; concerning certain risks
(professional ethics, information security, product and
service innovation, intellectual property, customer
Means and resources satisfaction), our work was carried out on the consolidating
Our verification work mobilized the skills of four people and took entity, for the others risks, our work was carried out on the
place between October 2021 and February 2022 on a total consolidating entity and on a selection of entities : Crawley
duration of intervention of about fourteen weeks. Crompton Way, Redhill, and Massy Galilé;
● we verified that the Statement covers the scope of
We conducted ten interviews with the persons responsible for the consolidation, i.e. all the consolidated entities in accordance
preparation of the Statement including those in charge of human with article L. 233-16 of the French Commercial Code;
resources, health, safety, the environment, information systems
security, subcontracting management, innovation, intellectual ● we obtained an understanding of internal control and risk
property and customer satisfaction. management procedures the entity has put in place and
assessed the data collection process to ensure the
completeness and fairness of the Information;
Nature and scope of the work ● for the key performance indicators and other quantitative
outcomes that we considered to be the most important
We planned and performed our work taking into account the risks
presented in Appendix 1 , we implemented:
of material misstatement of the Information.
● analytical procedures to verify the proper consolidation of
In our opinion, the procedures we have performed in the exercise the data collected and the consistency of any changes in
of our professional judgment enable us to provide a limited level those data,
of assurance:
● tests of details, using sampling techniques, in order to verify
● we obtained an understanding of all the consolidated entities’ the proper application of the definitions and procedures and
activities and the description of the principal risks associated; reconcile the data with the supporting documents. This work
● we assessed the suitability of the criteria of the Guidelines with was carried out on a selection of contributing entities and
respect to their relevance, completeness, reliability, neutrality covers between 18% and 20% of the consolidated data
and understandability, with due consideration of industry best relating to the key performance indicators and outcomes
practices, where appropriate; selected for these tests (18% of headcounts, 20% of
● we verified that the Statement includes each category of social
electricity consumption);
and environmental information set out in article L. 225 102 1 III ● we assessed the overall consistency of the Statement based on
of the French Commercial Code as well as compliance with our knowledge of all the consolidated entities.
human rights and anti corruption and tax avoidance legislation;
We believe that the work carried out, based on our professional
● we verified that the Statement provides the information judgement, is sufficient to provide a basis for our limited
required under article  R.  225-105 II of the French Commercial assurance conclusion; a higher level of assurance would have
Code, where relevant with respect to the principal risks, and required us to carry out more extensive procedures.
includes, where applicable, an explanation for the absence of

Paris-La Défense, March 11, 2022

French original signed by:

Independent third party

EY & Associés
Christophe Schmeitzky
Partner, Sustainable Development

(1) ISAE 3000 - Assurance engagements other than audits or reviews of historical financial information.

85
3 STATEMENT ON NON-FINANCIAL PERFORMANCE
Independent third party’s report on consolidated non-financial statement presented in the management report

APPENDIX 1: THE MOST IMPORTANT INFORMATION

SOCIAL INFORMATION
Quantitative Information Qualitative Information
(including key performance indicators) (actions or results)
Voluntary turnover (%)
Gender split at CGG (%)
Gender split in the recruitments (%)
The results of the Human Resources policy
TRCF : Total Recordable Cases Frequency rate
The results of the Health and Safety policy
LTIF : Lost Time Injury Frequency rate
Severity rate
Exposure hours
ENVIRONMENTAL INFORMATION
Quantitative Information Qualitative Information
(including key performance indicators) (actions or results)
Power Usage Effectiveness (PUE)
Carbon Footprint Scope 1 (ktCO2eq) Climate change (material emission posts)
Carbon Footprint Scope 2 (ktCO2eq) The result of the Environmental policy
Number of vessels equipped with QuietSea TM

SOCIETAL INFORMATION
Quantitative Information Qualitative Information
(including key performance indicators) (actions or results)
Percentage of employees that followed Engaged actions to prevent bribery and tax evasion
the Ethics e-learning course (%)
Investment in Research and Development
Percentage of sourcing and supply chain employees
that followed the anti-corruption e-learning course (%) Actions in favor of Information Security

Total Number of Social Development initiatives Actions in favor of subcontractors and suppliers management
(on environmental and social matters)
Number of employees involved in volunteering
Actions in favor of Human rights
Number of volunteering hours
Taken actions in favor of Intellectual property
Number of people trained directly by the INFOSEC team
The result of the Quality policy

86
 4
CORPORATE GOVERNANCE
4.1 GOVERNANCE BODIES 88 4.2 REMUNERATION 119
4.1.1 Governance Structure 88 4.2.1 Remuneration policy for corporate officers 119
4.1.2 General Management 89 4.2.2 Global remuneration of corporate officers
4.1.3 Board of Directors 90 in 2021 131
4.1.4 Review of the agreements which may 4.2.3 Remuneration elements paid or allocated
be entered into between corporate officers for 2021 financial year submitted to the
and the Company 115 shareholders for approval 152
4.1.5 Transactions entered into between the
Company and its corporate officers and/or
shareholder holding more than 10% of the
voting rights in the course of 2021 115
4.1.6 Statutory auditors’ special report
on regulated agreements 116

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4 CORPORATE GOVERNANCE
Governance bodies

4.1 GOVERNANCE BODIES

This chapter includes in particular the elements constituting the the composition of the Board of Directors and the conditions for
report on corporate governance established by the Board of preparing and organizing its work have been prepared based on
Directors at its meeting on March  3, 2022, following the contributions from several functional departments of the
recommendation of the Appointment, Remuneration and Company, in particular the Legal, Financial and Human Resources
Governance Committee pursuant to Article L. 225-37 of the Departments.
French Commercial Code. The sections of this report relating to

4.1.1 Governance Structure

a) Code of Corporate Governance
In accordance with Article L.22-10-10 of the French Commercial MEDEF Code”) and applies all its recommendations. This Code is
Code, the Company complies voluntarily with the AFEP-MEDEF available on the websites of the AFEP (www.afep.com) and
Code of Corporate Governance for listed companies (the “AFEP- MEDEF (www.medef.com).

b) Separation of the Chairman and Chief Executive Officer’s functions

The Company is a limited company (société anonyme) with a ● on the other hand, the Chief Executive Officer, in charge of the
Board of Directors. general conduct of the day-to-day business of the Company.
Since June 30, 2010, the functions of Chairman of the Board and For more information on the role of the Chairman of the Board of
Chief Executive Officer have been separate. This separation helps Directors, see section 4.1.3.2.a). For a presentation of the General
ensure a long-lasting and efficient governance by promoting the Management, see section 4.1.2 below.
balance of powers between:
● on the one hand, the Board of Directors, responsible for
overseeing the Company’s General Management, composed
mainly of independent members, and headed by a Chairman;
and

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Governance bodies 4
4.1.2 General Management
4.1.2.1 Chief Executive Officer Directors. Insofar as the vote of the Chief Executive Officer, who is
also a Director, is not decisive in the event of a tie, the Board of
a) Appointment Directors considers that there is no violation of the balance of
powers.
In accordance with Article  10 of the articles of association, the
Board of Directors appoints the Chief Executive Officer, sets his/ In accordance with Article L. 225-54-1 of the French Commercial
her term of office, and determines his/her compensation. The Code, Sophie ZURQUIYAH does not hold any other office as Chief
Chief Executive Officer may be revoked at any time by the Board Executive Officer within a public limited company having its
of Directors. The functions of Chief Executive Officer end no later registered office in France. She also holds other offices in other
than the end of the Ordinary General Meeting following the date companies, the details of which are presented in section 4.1.3.1.f)
on which he/she reaches the age of 65. However, the Board of of this Document.
Directors may extend the term of the Chief Executive Officer
beyond this limit, on one or more occasions, for a total period c) Powers and limitations
which may not exceed three years.
The Chief Executive Officer is granted the broadest powers to act
On March  23, 2018, the Board of Directors appointed Sophie on behalf of the Company in any circumstances within the limit of 4
ZURQUIYAH as the Company’s Chief Executive Officer effective the corporate object and subject to the powers allocated
from the General Meeting of April  26, 2018 for a period of four expressly by applicable laws to the Company’s General Meeting
years, i.e. until the Ordinary General Meeting called to approve the or Board of Directors, and to the corporate governance rules
financial statements as of December 31, 2021. applicable to the Company. She represents the Company vis-à-vis
third parties. She is responsible for the financial information
b) Cumulative mandates released by the Company and presents, on a regular basis, the
Group’s results and prospects to the shareholders and the
Sophie ZURQUIYAH combines her term of office as Chief financial market. She reports on significant events for the Group's
Executive Officer with that of Director of the Company for business to the Board and its Chairman.
concurrent four-year terms expiring at the end of the Ordinary
General Meeting called to approve the financial statements as of The Internal Rules and Regulations of the Board of Directors
December 31, 2021. which are available on the Company’s website (www.cgg.com)
provide certain limits to the powers of the Chief Executive Officer.
Her renewal as Director will be proposed at the General Meeting In particular, the prior authorization of the Board of Directors is
to be held in 2022, after which the Board of Directors will decide required for any significant transaction for the Group’s strategy,
on the renewal of her term of office as Chief Executive Officer. The such as in particular the completion of external growth
Board of Directors believes that combining the function of Chief operations, partnerships, disposals or strategic investments above
Executive Officer with that of Director contributes to an efficient the threshold of US$10  million (for more information on the
governance, allowing the Chief Executive Officer to be fully missions of the Board of Directors, see section 4.1.3.3.a).
involved in Board discussions. Thus, while sharing her operational
vision as Chief Executive Officer, this combination also allows her
to have the right to vote as a Director in the same way as her
peers for the decisions taken collectively by the Board of

4.1.2.2 Executive Leadership team

The Chief Executive Officer is assisted by an Executive Leadership team which she chairs. It meets at least once a month and as often as
the interests of the Company require, for the analysis and general conduct of the Group’s business.

Composition of the Executive Leadership team as of the date of this Document

Sophie ZURQUIYAH Chief Executive Officer
Yuri BAIDOUKOV Chief Financial Officer
Eduardo COUTINHO EVP Group General Counsel
Hovey COX EVP Group Marketing & Sales and Communications
Jérôme DENIGOT EVP Group Human Resources
Emmanuelle DUBU EVP Equipment
Dechun LIN EVP Multi-Clients
Emmanuel ODIN SVP Group HSE/Sustainable Development
Peter WHITING EVP Geoscience

The Chief Executive Officer is the only corporate officer (mandataire social) member of the Executive Leadership team.

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4 CORPORATE GOVERNANCE
Governance bodies

4.1.3 Board of Directors

Appointment, Remuneration,
and Governance Committee

4 5 95 %
Members Meetings Attendance

Composed of 4 Directors of which 3 are

independent and 1 represents the employees
Colette LEWINER b1, Patrick CHOUPIN p,
Heidi PETERSEN 1, Mario RUSCEV 1

HSE/Sustainable Investment
Development Committee Committee
Board
of Directors
3 4
Members Chaired by Philippe SALLE, the Board of Directors Members
determines the orientations of the Company’s
activities and ensures their implementation.
3 3
Meetings
9
Members
96.5% 13
Attendance
Meetings

Meetings
100 % 91 .6%
Attendance

Composed of 3 Directors
5
Women
87.5% 4
Independent Nationalities
Attendance

100% composed of
of which 2 are independent and Directors* independent Directors
1 represents the employees
Helen LEE BOUYGUES b1,
* Excluding the Director Michael DALY 1,
Michael DALY b1, representing the employees. Anne-France LACLIDE-DROUIN 1,
Patrick CHOUPIN p, Heidi PETERSEN 1 Mario RUSCEV 1

Audit & Risk Management Committee

3 7 100 %
Members Meetings Attendance

100% composed of independent Directors

Anne-France LACLIDE-DROUIN b1, Helen LEE BOUYGUES 1,
Colette LEWINER 1

b Chairperson 1 Independent Director p Director representing the employees

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 CORPORATE GOVERNANCE
Governance bodies 4
4.1.3.1 Composition of the Board of Directors and its Committees
In accordance with Article  8 of the articles of association, the Director representing the employees
Company is administered by a Board of Directors composed of at
In accordance with the provisions of Article  L.  225-27-1 of the
least six members and at most fifteen members, unless there is a
French Commercial Code and Article 8 of the Company’s articles
decision to raise this maximum to a higher figure in the event of a
of association, the Board of Directors includes one Director
merger. The Directors are appointed for a term of four years by
representing the employees.
the Ordinary General Meeting, upon proposal from the
Appointment, Remuneration and Governance Committee. They By decision dated April  6, 2021, the Group Committee appointed
can be dismissed at any time by decision of the General Meeting. Patrick CHOUPIN as Director representing the employees for a
term of four years, i.e. until the General Meeting to approve the
As of the date of this Document, the Board of Directors is
financial statements as of December 31, 2024.
composed of nine Directors including one Director representing
the employees. A biography of Patrick CHOUPIN is presented in section 4.1.3.1.f)
of this Document.
In accordance with Article R. 225-34-4 of the French Commercial
Code, the Director representing the employees benefits from a
training due to his function. 4

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4 CORPORATE GOVERNANCE
Governance bodies

a) Overview of the composition of the Board of Directors and its Committees as of the date of this Document

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Philippe SALLE GM
✔ M 56 2018 2021 4
Chairman of the Board 2025

Sophie ZURQUIYAH GM
F 55 2018 N.A. 4
CEO (a) 2022

GM
Patrick CHOUPIN (b) M 45 2021 N.A. 1 1 1
2025

GM
Michael DALY ✔ M 68 2015 2021 7 1 1b
2025

Anne-France GM
✔ F 54 2017 2021 5 1b 1
LACLIDE-DROUIN 2025

GM
Helen LEE BOUYGUES ✔ F 49 2018 2020 4 1 1b
2024

GM
Colette LEWINER ✔ F 76 2018 2019 4 1 1b
2023

GM
Heidi PETERSEN ✔ F 64 2018 2020 4 1 1
2024

GM
Mario RUSCEV ✔ M 65 2018 2019 4 1 1
2023

(a) Director whose term is proposed for renewal at the 2022 General Meeting.
(b) Patrick CHOUPIN is a Director representing the employees, appointed by the Group Committee, in accordance with Article 8 of the Company’s articles of
association. He was elected on April 6, 2021 to replace Patrice GUILLAUME and took office as from May 12, 2021.

b Chairman/Chairwoman 1 Member

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 CORPORATE GOVERNANCE
Governance bodies 4
b) Changes in the composition of the Board of Directors and its Committees in 2021
The changes in the composition of the Board of Directors and its Committees that occurred in 2021 are presented in the following table:

Date Departure Appointment Renewal

Board of Directors Patrice GUILLAUME Patrick CHOUPIN Philippe SALLE
Michael DALY
Anne-France LACLIDE-DROUIN
Audit and Risk Management n.a. n.a. n.a.
Committee
May 12, 2021
Appointment, Remuneration Patrice GUILLAUME Patrick CHOUPIN n.a.
and Governance Committee
Investment Committee n.a. n.a. n.a.
HSE/Sustainable Development Patrice GUILLAUME Patrick CHOUPIN n.a.
Committee
4

c) Independent Directors
In accordance with the recommendations of the AFEP-MEDEF Code (Article  9), the qualification of the Directors as independent is
reviewed every year by the Appointment, Remuneration and Governance Committee and decided by the Board of Directors.
The Board of Directors considers that a Director is independent when he has no relationship of any kind whatsoever with the Company,
its group or its management that may impair his freedom of judgment. It therefore assesses the individual situation of each Director on
an annual basis based on the following criteria as defined by the AFEP-MEDEF Code:

Criterion no. 1 Not being and not having been within the previous five years (i) an employee or executive officer of the corporation,
(ii) an employee, executive officer or Director of a corporation consolidated within the Company, or (iii) an employee,
executive officer or Director of the Company’s parent company, or a company consolidated within this parent
company.
Criterion no. 2 Not being an executive officer of a company in which the corporation holds a directorship, directly or indirectly, or in
which an employee appointed as such or an executive officer of the corporation (currently in office or having held such
office within the last five years) holds a directorship.
Criterion no. 3 Not being a customer, supplier, commercial banker, investment banker or consultant (or being linked directly or
indirectly to these persons), that is significant to the corporation or its group, or for which the corporation or its group
represents a significant portion of its activities.
Criterion no. 4 Not being a close family member of a company officer.
Criterion no. 5 Not having been an auditor of the corporation within the previous five years.
Criterion no. 6 Not having been a Director of the corporation for more than twelve years.
Criterion no. 7 For non-Executive Directors: not receiving variable compensation in cash or in the form of shares or any compensation
linked to the performance of the corporation or its group.
Criterion no. 8 For Directors representing major shareholders of the corporation or its parent company: they may be considered
independent, provided these shareholders do not take part in the control of the corporation. Nevertheless, beyond a
10% threshold in capital or voting rights, the Board of Directors, upon a report from the Nominations Committee,
should systematically review the qualification of a Director as independent in light of the make-up of the corporation’s
capital and the existence of a potential conflict of interest.

The Board of Directors, at its meeting of March 3, 2022, decided to rule of at least 50% of independent directors. The independence
qualify as independent, based on the criteria set by the AFEP- rate does not take the Director representing the employees into
MEDEF Code above, seven Directors out of the eight Directors account, in accordance with the recommendations of the same
elected by the General Meeting, i.e. an independence rate of Code. The following Directors were therefore considered to be
87.5%, observation being made that, in companies with dispersed independent: Philippe  SALLE, Michael DALY, Anne-France
capital and without controlling shareholders – which is the case of LACLIDE-DROUIN, Helen LEE  BOUYGUES, Colette LEWINER,
CGG – the AFEP-MEDEF Code recommends compliance with the Heidi PETERSEN and Mario RUSCEV.

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Governance bodies

Qualification of
independence
Criterion Criterion Criterion Criterion Criterion Criterion Criterion Criterion established by the
Name of the Director no. 1 no. 2 no. 3 no. 4 no. 5 no. 6 no. 7 no. 8 Board of Directors

Philippe SALLE Yes Yes Yes Yes Yes Yes Yes Yes Yes
Sophie ZURQUIYAH No Yes Yes Yes Yes Yes Yes Yes No
Patrick CHOUPIN n.a. n.a. n.a. n.a. n.a. n.a. n.a. n.a. n.a.
Michael DALY Yes Yes Yes Yes Yes Yes Yes Yes Yes
Anne-France LACLIDE-DROUIN Yes Yes Yes Yes Yes Yes Yes Yes Yes
Helen LEE BOUYGUES Yes Yes Yes Yes Yes Yes Yes Yes Yes
Colette LEWINER Yes Yes Yes Yes Yes Yes Yes Yes Yes
Heidi PETERSEN Yes Yes Yes Yes Yes Yes Yes Yes Yes
Mario RUSCEV Yes Yes Yes Yes Yes Yes Yes Yes Yes

Concerning in particular criterion 3 defined by the AFEP-MEDEF ● Mario RUSCEV does not exercise any operational function
Code, the Board of Directors ensured that none of the directors within CGG, of which he is a director;
likely to be considered as independent was related directly or ● TAQA is not a customer or supplier for the Company or the
indirectly to a customer, supplier or commercial banker or advisor Group. However, there are business relationships between a
that was material to the Company or the Group. To this end, subsidiary of CGG (Sercel) and Argas, but the turnover and
during its meeting on March 2, 2022, the Appointment, volumes of these sales represent only a small proportion of the
Remuneration and Governance Committee made a case-by-case Group's activities. In addition, these business relationships
and mutli-criteria assessment of the business relationships that occur in the ordinary course of business that takes place in a
may exist between the Group companies and companies at which traditional competitive environment.
certain directors hold professional functions or directorships (as
detailed under section 4.1.3.1.f) of this Document). The Committee d) Diversity on the Board of Directors
concluded there were no business relationships for Philippe
SALLE, Michael DALY, Anne-France LACLIDE-DROUIN, Helen LEE The Board of Directors considers that diversity of its membership
BOUYGUES, Colette LEWINER and Heidi PETERSEN likely to is key to ensure a good performance. That is the reason why the
implicate their independence. The Committee carried out a more in- Board has set composition targets and, to this end, applies
depth assessment of Mario RUSCEV's function as Chief diversity criteria in terms of gender, age, independence,
Technology Officer of TAQA effective since January 1, 2022. It nationalities and skills, as described below, in particular
concluded that he continued to qualify as an independent director applicable in the selection process for new Directors.
based on the following analysis: It is noted that the Director representing the employees has not
● There is a partnership relationship between CGG and TAQA been taken into account when determining the below figures as
through the Argas joint venture, of which they hold respectively this diversity policy targets only Directors elected by the
49% and 51% of the share capital; shareholders, based upon the Board’s proposal. In addition,
● Mario RUSCEV has no professional function or office within considering the Board of Directors remained the same in 2021,
Argas and therefore the latter has no decision-making power in there has been no significant change in the information provided
the joint venture; compared to last year.

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 CORPORATE GOVERNANCE
Governance bodies 4
GENDER BALANCE

Objective 2021 Results

Reach a balanced representation between men and women
in the composition of the Board, in compliance with the applicable Men
37.5%
regulations, i.e. either:
– have at least 40% of each gender for Boards composed
of more than 8 members; or
– maintain a maximum gap of two between members
of each gender for Boards composed of up to 8 members.

Women
62.5%

AGE
4

Objective 2021 Results

Reach a variety of ages among the Directors and comply > 70 < 50
with the applicable regulations, i.e. no more than one third 12.5% 12.5%
of the Directors shall be 70 years old or older.

Average age:
60.87  
years old

60-70 50-60
37.5% 37.5%

INDEPENDENCE

Objective 2021 Results

Reach a significant portion of Independent Directors on the Board
Independent
of Directors and comply with the applicable AFEP-MEDEF 87.5%
recommendations, i.e. the Independent Directors should account
for at least half the members of the Board in publicly held
corporations without controlling shareholders.

Non independent
12.5%
The only Director elected by the shareholders who is not qualified
as independent is Sophie ZURQUIYAH, Chief Executive Officer.

NATIONALITIES

Objective 2021 Results

Have a balanced composition in terms of nationalities to reflect as Norway
much as possible the geographical mix of the Company’s activities. 12.5% France
UK 50%
12.5%

USA
25%

For the purpose of this chart, Sophie ZURQUIYAH and Mario RUSCEV
have been accounted for in both “France” and “USA”
as they have both nationalities.

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4 CORPORATE GOVERNANCE
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SKILLS

Objective
Have a wide variety of skills and a deep expertise in key areas for the Company’s current and future activities, such as:
– energy, oil and gas; – directorship in listed companies;
– international experience; – finance;
– innovation, digitalization, technology, IT; – human resources and governance.
– strategy;
2021 Results
The Board of Directors believes that with the expertise Energy, oil and gas
of its current members, the Company is well equipped 75%
to deal with the challenges linked to its new strategy. Innovation, Digitalization, Technology, IT
100%
Human Resources & Governance
75%
Directorship in listed companies
100%
Strategy
75%
Finance
50%
International experience
88%

These criteria are reviewed each time a new candidate is The gender diversity policy adopted by the Board of Directors for
proposed to be elected as a Board member. the Group, applicable in particular (i) to the management bodies in
accordance with the recommendation of Article  7.1 of the
Details on education, directorships, professional experiences and
AFEP‑MEDEF Code and (ii)  to the 10% of positions with greater
information about the age and nationality of each Director are
responsibility in accordance with Article L. 22-10-10 of the French
presented in section 4.1.3.1.f) of this Document.
Commercial Code, is set out in section 3.2.1 of this Document.

e) Process for appointment of new Directors

The process to appoint new Directors (with the exception of the Director(s) representing the employees, being appointed by the Group
Committee pursuant to the provisions of Article 8 of the articles of association), is described below and has been incorporated into the
Board of Directors’ internal rules and regulations.

1. REVIEW
Step

Review of needs by the Appointment, Remuneration and Governance Committee (“ARGC")

OF NEEDS
considering the terms of office coming to their end and the requirements to comply with the law
or the Corporate Governance Code

2.
LAUNCH OF
THE SELECTION Definition of the skills sought by the ARGC in consideration of the diversity policy of the Board
Step

PROCESS of Directors and the objectives to be achieved / Selection of a recruitment firm if necessary /
Establishment of a list of potential candidates identified by the ARGC, including, if applicable,
the proposals of the recruitment firm, the proposals of the General Management and
unsolicited applications

3. RECRUITMENT
Step

Constitution of files based on public information on the candidates / Review of the files by
the ARGC and selection by the ARGC of the candidates satisfying the needs defined in step 2 /
Conduct of interviews by the Chair of the ARGC with the selected candidates

4. SELECTION
Step

Recommendations made by the ARGC to the Board of Directors

Selection by the Board of Directors

5. APPROVAL
Step

In case of a replacement of a Director in the course of his/her term of office: Co-optation

approved by the Board, then submitted at the next General Meeting for ratification.
In other cases : Proposal of appointment submitted for approval at the General Meeting

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f) Individual information about the Directors

Philippe SALLE, Chairman – Independent Director

Philippe SALLE is a graduate of the École des Mines of Paris (France) and holds an MBA from the Kellogg Graduate School
of Management, Northwestern University (Chicago, USA).
Philippe SALLE began his career at Total in Indonesia before joining Accenture in 1990. He then joined McKinsey in 1995
and became senior manager in 1998. In 1999, he joined the Vedior group (which later became Randstad, a company listed
on Euronext Amsterdam). He became Chairman and CEO of Vedior France in 2002; in 2003, he became a member of the
Age: 56
Managing Board of Vedior  NV and was then appointed President for South Europe in 2006 (France, Spain, Italy and
Nationality: Switzerland). From 2007 to 2011, he served first as Deputy CEO and then Chairman and CEO of the Geoservices group (sold
French to Schlumberger in 2010, listed on the New York Stock Exchange), a technological company operating in the petroleum
First appointment: industry with 7,000 associates in 52 countries. From 2011 to 2015, he was Chairman and CEO of the Altran group. He then
2018 (by co-optation) became Chairman and CEO of Elior where he remained until October 31, 2017. Since December 1, 2017, he has been Head
of the Emeria group (formerly Foncia). He is a Knight of the French National Order of Merit and of the Legion of Honor and
Last renewal: 2021
Commander of the Order of Merit of the Italian Republic.
Expiry of the current 4
term of office:
2025 CURRENT POSITIONS
Number of CGG
shares held on Within the Group:
December 31, 2021: None
288,711 shares
Outside of the Group:
Professional address:
CGG SA French companies:
27 avenue Carnot – Chairman of Emeria (formerly Foncia Management), as permanent representative of Hodpar
91300 Massy - France – Chairman of Emeria Holding (formerly Foncia Holding), as permanent representative of Emeria
– Chairman of Emeria Europe (formerly Foncia Groupe), as permanent representative of Emeria Holding
– Chairman of the Supervisory Board of Foncia Saturne
– Director of Gérance de Passy
– Chairman of Finellas
– Chairman of Hodpar, as permanent representative of Hodlux
– Chairman of Artellas
– Manager of Ellas
– Director of Diot Siaci
– Director of CIC Banque Transatlantique
– Director of Mister Temp Group
Foreign companies:
– Director of Emeria Res UK Limited (United Kingdom), as permanent representative of Hodlon and Director
in his personal capacity
– Director of Emeria Res Newco Limited (United Kingdom)
– Director of Emeria Belux (formerly Trevi Group) (Belgium), as permanent representative of Emeria Holding
– Chairman of the Board of Directors of Emeria Switzerland (formerly Foncia Suisse) (Switzerland)
– Co-manager of Emeria Germany Management (formerly Foncia Deutschland Gmbh) (Germany)
– Manager of Hodlux SARL (Luxembourg)
– Chairman of Hodlon Limited (United Kingdom), permanent representative of Hodlux SARL
– Chairman of LHG Square Limited (United Kingdom) as permanent representative of Finellas

POSITIONS WHICH EXPIRED OVER THE LAST FIVE YEARS

Within the Group:

None
Outside of the Group:
– Director of Bourbon (France, a company listed on Euronext Paris)
– Chairman and CEO of Elior (France, a company listed on Euronext Paris)
– Director of GTT – Gaztransport and Technigaz (France, a company listed on Euronext Paris)

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Governance bodies

Sophie ZURQUIYAH, Director and Chief Executive Officer

Sophie ZURQUIYAH is a graduate of the École Centrale of Paris. She holds a Master's in Numerical Analysis from Pierre et
Marie Curie University (Paris VI) and a Master's in Aerospace Engineering from the University of Colorado.
Sophie ZURQUIYAH started her career in 1991 in the oilfield services industry as a geophysical engineer at Schlumberger in
P&L and in positions covering R&D, Operations and Support, in France, the United States and Brazil. She was then
Age: 55 appointed Chief Information Officer (CIO) and then President of Schlumberger Data and Consulting Services that provided
Processing, Interpretation and Consulting services for most of Schlumberger’s business lines. She was also Vice President
Nationality:
of Sustaining Engineering, which included all support and improvements to commercial products, services and technologies
American and French
worldwide. She joined CGG on February 4, 2013 as Senior Executive Vice President, GGR segment. Prior to her appointment
First appointment: as Chief Executive Officer of CGG SA on April 26, 2018, Sophie ZURQUIYAH was Chief Operating Officer in charge of the
2018 GGR business lines, Global Operational Excellence and Technology of CGG.
Expiry of the current
term of office:
2022 (renewal will be CURRENT POSITIONS
proposed at the 2022
Annual General Within the Group:
Meeting) – Chief Executive Officer of CGG SA
Number of CGG Outside of the Group:
shares held on
December 31, 2021: French companies:
169,750 shares – Director and Member of the Audit and Risk Management Committee of Safran (a company listed on Euronext Paris)
Professional address: Foreign companies:
CGG SA – Director and Member of the Audit and Risk Management Committee of Technip FMC (a company listed on New York
27 avenue Carnot Stock Exchange)
91300 Massy - France – Director of Bazean Corp. (United States)

POSITIONS WHICH EXPIRED OVER THE LAST FIVE YEARS

Within the Group:

– Senior Executive Vice President of CGG Services (U.S.) Inc. (USA)

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Patrick CHOUPIN, Director representing the employees

Patrick CHOUPIN graduated from the École Nationale d’Ingénieurs de Brest (France) and Fachhochschule Ulm (Germany).
He began his professional activity in 2000 as a front-end developer at Xilinx International in Grenoble. After a year spent in
Xilinx European HQ in Dublin, he oriented his career toward internal support and software quality. He joined Sercel Nantes
in 2011 as a hardware verification engineer at the early stages of 508XT development, and acts now as a senior software
Age: 45 validation engineer for Solution Acquisition team.
Nationality:
French
CURRENT POSITIONS
First appointment:
2021 Within the Group:
Expiry of the current – Senior software validation engineer at Sercel (France)
term of office:
2025 Outside the Group:
None
Number of CGG
shares held on POSITIONS WHICH EXPIRED OVER THE LAST FIVE YEARS
December 31, 2021: 4
0 share None
Role in Board
Committees:
– Member of the HSE-
Sustainable
Development
Committee
– Member of the
Appointment
Remuneration
and Governance
Committee
Professional address:
CGG SA
27 avenue Carnot
91300 Massy - France

Michael DALY, Independent Director

Michael DALY is a graduate of The University College of Wales, Leeds University (Ph.D.) and Harvard Business School (PMD).
Michael DALY is a British geologist, oil and gas executive and academic. He joined the Geological Survey of Zambia in 1976,
mapping the remote Muchinga Mountains of northeast Zambia. He began his business career with BP in 1986 as a research
geologist. After a period of strategy work and exploration and production positions in Venezuela, the North Sea and London,
Age: 68 he became President of BP’s Middle East and S. Asia Exploration and Production business. In 2006, Michael DALY became
Nationality: BP’s Global Exploration Chief and a Group Vice President. He served on BP’s Group Executive team as Executive Vice
British President from 2010 until his retirement in 2014 after 28 years with the company. He has also served as Senior Director at
First appointment: Macro Advisory Partners. He currently serves as a Non-Executive Director of Tullow Oil, and as Visiting Professor in Earth
2015 (by co-optation) Sciences at the University of Oxford. He is President of the Geological Society of London, a registered Charity.

Last renewal: 2021

Expiry of the current CURRENT POSITIONS
term of office: 2025
Number of CGG
Within the Group:
shares held on None
December 31, 2021: Outside of the Group:
20,000 shares Foreign companies and institution and institutions:
Role in Board – Director of Tullow Oil (United Kingdom) (a company listed on the London Stock Exchange)
Committees: – Visiting Professor in Earth Sciences at the University of Oxford (United Kingdom)
– Chairman of the – Director of Daly Advisory and Research Ltd. (United Kingdom)
HSE-Sustainable
Development – President of the Geological Society of London (United Kingdom)
Committee
– Member of POSITIONS WHICH EXPIRED OVER THE LAST FIVE YEARS
Investment
Committee Outside of the Group:
– Director of Macro Advisory Partners (MAP) (United Kingdom)
Professional address:
CGG SA
27 avenue Carnot
91300 Massy - France

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Governance bodies

Anne-France LACLIDE-DROUIN, Independent Director

Anne France LACLIDE-DROUIN is a graduate from the Institut Commercial of Nancy (ICN) and Mannheim University. She
also holds a Diplôme d’études supérieures comptables et financières.
Anne France LACLIDE-DROUIN began her career at PricewaterhouseCoopers before occupying various positions in the
Financial division of international groups in different sectors, such as the distribution sector, where she acquired
Age: 54 international experience. In 2001, she became Financial Director of Guilbert, then Staples,  AS  Watson and GrandVision.
Nationality: Anne France LACLIDE-DROUIN has been CFO of Oberthur Technologies, comprising the responsibility of the Financial and
French Legal Functions of the group, from 2013 to 2017 and of Consolis Holding SAS and a member of the Executive Committee of
Consolis Group SAS, from 2017 to 2020. She is now Group CFO of RATP Dev (since January 1, 2021).
First appointment:
2017
Last renewal: 2021 CURRENT POSITIONS
Expiry of the current
term of office: 2025 Within the Group:
None
Number of CGG
shares held on Outside of the Group:
December 31, 2021: French companies:
20,000 shares – Director and Chairwoman of the Audit Committee of Solocal (a company listed on Euronext Paris)
Role in Board – Director and Chairwoman of the Audit Committee of Believe (a company listed on Euronext Paris)
Committees: – Chief Financial Officer and Compliance Director of RATP Dev (an affiliate of the RATP Group) – some positions
– Chairwoman of the of non-independent director within RATP Dev
Audit and Risk
Management POSITIONS WHICH EXPIRED OVER THE LAST FIVE YEARS
Committee
– Member of the Within the Group:
Investment None
Committee
Outside of the Group:
Professional address:
CGG SA – Member of the Executive Committee of Consolis Group SAS (France)
27 avenue Carnot – Director of Consolis Oy AB (Finland)
91300 Massy - France – Director of Parma Oy (Finland)
– Member of the Supervisory Board and Chairwoman of WPS Ujski (Poland)
– Director of Philbert Tunisie SA (Tunisia)
– Member of the Supervisory Board of ASA Epitoipari Kft (Hungary)
– General Manager of Compact (BC) SARL (Luxembourg)
– Director of Spaencom AS (Denmark)
– General Manager of Compact (BC) Lux II S.C.A. (Luxembourg)
– Director of Spenncom AS (Norway)
– Director of Bonna Sabla SA (France)
– Director and Chairperson of the Audit Committee of SFR (France, a company listed on Euronext Paris)
– Director of Oberthur Technologies Group SAS (France)
– Director of Mali Solutions Numériques SA (France)
– Director of OT Pakistan (Private) Ltd (Pakistan)
– Director of Oberthur Technologies of America Corporation (USA)
– General Manager of Oberthur Technologies Hong Kong Limited (Hong Kong)

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Helen LEE BOUYGUES, Independent Director

Helen LEE BOUYGUES received her Bachelor of Arts, magna cum laude, from Princeton University in Political Science and a
Master of Business Administration from Harvard Business School.
Helen LEE BOUYGUES started her career in 1995 at J.P. Morgan in the M&A group in New York and in Hong Kong. In 1997,
she joined Pathnet Inc., a telecommunications provider based in Washington DC, as Director of Development and Finance.
Age: 49 From 2000 until 2004, she worked at Cogent Communications Inc. as Chief Operating Officer, Chief Financial Officer and
Nationality: Treasurer. She thereafter became a Partner at Alvarez & Marsal Paris, where she left to launch her own consulting firm
American specialized in corporate turnaround and transformations in 2010. In 2014, she integrated her team at McKinsey & Company
in Paris where she was Partner responsible for the division Recovery and Transformation Services. Since June 2017, she is
First appointment:
President of LB Associés, a consulting firm.
2018 (by co-optation)
Last renewal: 2020
Expiry of the current CURRENT POSITIONS
term of office: 2024
Within the Group:
Number of CGG
shares held on None
4
December 31, 2021: Outside of the Group:
20,000 shares French companies and institutions:
Role in Board – President of LB Partners
Committees: – Director and member of the Audit and Remuneration Committee of Burelle SA (a company listed on Euronext Paris)
– Chairwoman of the – Lead Director and member of the Audit and Remunerations Committees of NEOEN SA (a company listed on
Investment Euronext Paris)
Committee – Director and member of the Audit Committee of Fives SAS
– Member of the Audit
– Director, Chairwoman of Remuneration Committee and member of Audit Committee of Latecoere SA (a company
and Risk
listed on Euronext Paris)
Management
Committee – Chairwoman of Board of Conforama SA
– Governor and member of the Finance and Strategy Committees of the American Hospital of Paris (non-profit)
Professional address:
– Director of Guaranty Trust Holding Company (a bank in Nigeria)
CGG SA
27 avenue Carnot
91300 Massy - France POSITIONS WHICH EXPIRED OVER THE LAST FIVE YEARS

Within the Group:

None
Outside of the Group:
– Founder and General Manager of LEE BOUYGUES Partners (France)
– Partner of McKinsey RTS France (France)
– Director and member of the Audit Committee and Chairwoman of the Remuneration Committee of Novartex SAS
(France)

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Governance bodies

Colette LEWINER, Independent Director

Colette LEWINER graduated from the École Normale Supérieure (a leading French higher education University) and has a
Ph.D. in physics.
Colette LEWINER started her career as an academic at University of Paris VII as a physics researcher. In November 1979,
she joined Electricité de  France (EDF), first in the Research Department, before being responsible for all fuels (notably
Age: 76 nuclear fuel) purchasing. In 1989, she became EDF’s first woman Executive Vice President, in charge of the Commercial
Nationality: division that she created. Colette  LEWINER was appointed Chairwoman of the Board and Chief Executive Officer of SGN
French (the engineering affiliate of Cogema) on March 1992. In 1998, Colette LEWINER joined Capgemini and headed the Utilities
Global Market Unit. She was Non-Executive Chairwoman of TDF (2010-2015) and member of the European Union
First appointment:
Consultative Group on Energy (2008-2012). In 2012, she became Energy Advisor to the Capgemini Chairman. Colette
2018 (by co-optation)
LEWINER is a member of the French Academy of Technology. She is a Grand Officier of the French National Order of Merit
Last renewal: 2019 and Commander of the Legion of Honor.
Expiry of the current
term of office: 2023
Number of CGG CURRENT POSITIONS
shares held on
December 31, 2021 Within the Group:
50,000 shares None

Role in Board Outside of the Group:

Committees: French companies:
– Chairwoman of the – Director, Chairwoman of the Selection and Compensation Committee of Bouygues (a company listed on Euronext
Appointment, Paris)
Remuneration and – Director, member of the Accounts Committee, member of the Ethics Committee and Chairwoman of the Selection
Governance and Compensation Committee of Colas (a company listed on Euronext Paris and at 96.6% controlled by Bouygues)
Committee – Director, Chairwoman of the Audit Committee and member of the Ethics and ESG Committee of Getlink (formerly
– Member of the Audit Eurotunnel, a company listed on Euronext Paris)
and Risk
– Director, Chairwoman of the Governance, Appointment and Remuneration Committee, and member of the Nuclear
Management Commitments Monitoring Committee of EDF (a company listed on Euronext Paris)
Committee
Professional address: POSITIONS WHICH EXPIRED OVER THE LAST FIVE YEARS
CGG SA
27 avenue Carnot Within the Group:
91300 Massy - France None
Outside of the Group:
– Director, member of the Strategy and Sustainable Development Committee and member of the Selection and
Compensation Committee of Nexans (France, a company listed on Euronext Paris)
– Director, member of the Strategy Committee and member of the Audit Committee of Ingenico (France, a company
listed on Euronext Paris)
– Director and Chairwoman of the Selection and Compensation Committee of Cromton Greaves (India)

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Heidi PETERSEN, Independent Director

Heidi PETERSEN holds an M. Sc. (cand. scient. degree) from the Norwegian University of Science and Technology in
Trondheim, Department of Chemistry and Mathematics.
Heidi  PETERSEN started her career as a research assistant at the Norwegian University of Science and Technology in
Trondheim in 1983. She was employed at Kvaerner Oil & Gas from 1988 where she worked as an engineer, project manager
Age: 64 and departmental manager engaged in offshore and land-based industrial assignments. She served as maintenance
Nationality: supervisor of the Gullfaks C platform for two years from 1995 to 1997. She was appointed head of Kvaerner Oil & Gas AS in
Norwegian Sandefjord in 1997, where she served as Vice President until 2000. In 2000, she headed a management buyout that led to
First appointment: the startup of Future Engineering  AS and served as its Managing Director from 2000 to 2004. In 2004, she sold the
2018 (by co-optation) Company to Rambøll and served after that as Managing Director of Rambøll Oil & Gas from 2004 to 2007. Heidi PETERSEN
is an independent businesswoman, with 30  years of experience in the oil and offshore industry. She owns Future
Last renewal: 2020 Technology  AS, a leading consultancy and technology company located in Sandefjord and Oslo offering consulting
Expiry of the current engineering and construction solutions , notably in the oil and gas industry.
term of office: 2024
Number of CGG
shares held on CURRENT POSITIONS 4
December 31, 2021:
20,000 shares Within the Group:
Role in Board None
Committees: Outside of the Group:
– Member of the Foreign companies:
Appointment,
Remuneration – Chairwoman of Future Technology AS (Norway)
and Governance – Director of Arendals Fossekompani ASA (a company listed on the Oslo Stock Exchange)
Committee
– Member of the HSE- POSITIONS WHICH EXPIRED OVER THE LAST FIVE YEARS
Sustainable
Development Within the Group:
Committee None
Professional address: Outside of the Group:
CGG SA – Director of HIP (Herøya Industripark) AS (Norway)
27 avenue Carnot
– Director of Eitzen Chemical ASA (Norway, a company listed on the Oslo Stock Exchange)
91300 Massy - France
– Director of Glamox ASA (Norway, a company listed on the Oslo Stock Exchange)
– Director of North Energy ASA (Norway, a company listed on the Oslo Stock Exchange)
– Chairwoman of SIV (Sykehuset i VestFold) (Norway)
– Director of NIVA AS (Norway)

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4 CORPORATE GOVERNANCE
Governance bodies

Mario RUSCEV, Independent Director

Mario RUSCEV is a Nuclear Physicist by training holding a Ph.D. from Pierre and Marie Curie University and from Yale University.
Mario RUSCEV spent 23 years with Schlumberger in various responsibilities in the R&D and operational areas. He was the head of
the Seismic, Testing, Water &  Gas services and Wireline Product Lines. He has since been CEO of FormFactor, a provider of
unique nanotech connectors for the semi-conductor industry, CEO of IGSS (GeoTech), the major Russian Seismic Company, CTO
Age: 65 at Baker Hughes and EVP at Weatherford until 2017. Mario RUSCEV is now EVP TAQA International and CTO of TAQA.

Nationality: During his career, Mario RUSCEV had the opportunity to evolve in many environments where technology was a differentiator and
French and American his teams successfully introduced systems as diverse as:
– luggage scanners differentiating between organic and inorganic materials still in use after 30 years;
First appointment
– the first container scanner based on unique gas sensors;
2018 (by co-optation)
– many Wireline and Testing tools including the PlatForm Express Wireline combo still unequalled after 25 years;
Last renewal: 2019 – the first single-sensor seismic systems called Q;
Expiry of the current – the first ever Aquifer Storage and Recovery in the Middle East;
term of office: 2023 – simulators of the formation and propagations of fractures during Frac operations or analytics applications in the oilfield
Number of CGG operations.
shares held on His combined technological and operational experiences give him a unique perspective on the evolution of the oilfield business.
December 31, 2021:
20,156 ADRs
Role in Board CURRENT POSITIONS
Committees:
– Member of the Within the Group:
Investment None
Committee
– Member of the Outside of the Group:
Appointment, Foreign Companies:
Remuneration – Director of Noven, Inc. (USA)
and Governance – Director of Asco Group Ltd (United Kingdom)
Committee
– EVP TAQA International and Chief Technology Officer of TAQA (Saudi Arabia)
Professional address:
CGG SA POSITIONS WHICH EXPIRED OVER THE LAST FIVE YEARS
27 avenue Carnot
91300 Massy - France Within the Group:
None
Outside of the Group:
– Director of Expro Group Holdings International Ltd., incorporated (Cayman Islands)
– Director of Global Carbon Capture and Sequestration Institute (Australia)

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4.1.3.2 General rules, structure and operation of the Board of Directors and its Committees
a) Operating rules for Board of Directors' meetings they can transmit their comments to the General Management.
Other press releases are systematically sent to them at the same
The operating procedure of the Board is governed by internal time they are published by the Company.
rules and regulations (hereafter the “Internal rules and
regulations of the Board of Directors”) which are available on the Board meetings
Company’s website (www.cgg.com). Their main provisions are
summarized below. At every meeting, the Board is informed of the evolution of the
operating and financial performance of the main segments of the
Chairmanship of the Board of Directors Group. This segment information is supplemented by a particular
review of the consolidated financial situation of the Group in terms
In accordance with Article  9 of the articles of association, the of debt, cash flow and financial resources available on a short-
Board of Directors must appoint among its members a natural term basis and in the light of forecasts. All transactions with a
person as Chairman, for a term that cannot exceed the duration of material impact on the strategy of the Group such as acquisitions,
his term of office, i.e. four years. The Board may revoke the partnerships, disposals or strategic investments are subject to the
Chairman at any time. The Chairman’s duties end at the latest at prior authorization of the Board after the Investment Committee
the end of the annual Ordinary General Meeting following the date has issued its recommendation. The Board is regularly informed
on which he reaches the age of 65. However, the Board of on the progress of the transaction in question. 4
Directors may extend the term of the Chairman beyond this limit,
on one or more occasions, for a total period which may not exceed The Board of Directors meets when convened by its Chairman, as
three years. often as the interests of the Company require and at least four
times a year, and in accordance with Article L.  823-17 of the
The Chairman represents the Board of Directors and, except in Commercial Code meets in the presence of the Statutory Auditors
exceptional circumstances, is the only person authorized to act when reviewing the annual or interim financial statements. It is
and speak on behalf of the Board of Directors. He organizes and specified that in accordance with the recommendation of the
directs the work of the Board of Directors and ensures the AFEP-MEDEF Code (11.3), the Board meets at least once a year
efficient functioning of the corporate bodies in accordance with without the presence of the executive corporate officers.
the principles of good governance. He ensures, in particular, that
the Directors are able to fulfill their mission and ensures in The Board of Directors deliberates validly only if at least half of
particular that they have all the information necessary for the the Directors are present. Board decisions are made by a majority
accomplishment of their mission. He is kept regularly informed by of members present or represented. In the event of a tie vote, the
the Chief Executive Officer of significant events and situations vote of the Chairman of the Board of Directors is the decisive vote,
related to the day-to-day business of the Group and may ask for in the event of the latter's absence, the vote of the Chairman of
any information likely to enlighten the Board of Directors and its the meeting is not decisive.
Committees. He may interview the Statutory Auditors to prepare
In accordance with the Article L.  225-37 of the French
the work of the Board of Directors. At the request of General
Commercial Code and the internal rules of the Board of Directors,
Management, he may also represent the Company in its high-level
the Directors who participate in the deliberations of the Board by
relations with the public authorities and the Group’s major
videoconference or telecommunications allowing their
partners, both nationally and internationally. He may be required
identification and guaranteeing their effective participation are
to interact with shareholders, particularly on corporate
deemed present for the calculation of the quorum and the
governance issues.
majority. However, the use of this process is expressly excluded
Philippe SALLE has been Chairman of the Board of Directors since for the transactions referred to in Articles L. 232-1 and L. 233-16
April 26, 2018. His term as Director was renewed at the General of the French Commercial Code, namely the preparation of annual
Meeting on May  12, 2021 for four years, i.e. until the Ordinary and consolidated financial statements and the management
General Meeting called to approve the financial statements as of report.
December 31, 2024. The Board of Directors, during its meeting on
An attendance register is kept and the minutes of the
May 12, 2021, confirmed his functions as Chairman of the Board of
deliberations are drawn up in accordance with the law.
Directors.

Information to be provided to Directors Representative of the Economic and Social Committee

In accordance with Article L. 2312-72 of the French Labour Code,
In preparation of every Board meeting, the Board’s Secretary
a representative of the Company’s Economic and Social
sends documentation to the Directors containing all useful
Committee attends the meetings of the Board of Directors in an
information on each of the points appearing on the meeting
advisory capacity.
agenda. This documentation is generally uploaded on the secured
website of the Board of Directors and its Committees to enable
Observers (Censeurs)
the Directors to review it before the meeting.
In accordance with Article  13 of the Company’s articles of
Furthermore, Directors are kept informed and consulted by the association, the Board of Directors may appoint up to a maximum
Chief Executive Officer between Board meetings about all events of three observers (Censeurs) for a two-year period. They are
or operations of importance to the Company. convened to the meetings of the Board of Directors and take part
A draft version of press releases related to financial statements in deliberations in an advisory capacity. As of the date of this
and all events or operations of importance to the Company are Document, the Company has not appointed any observer
sent to Directors sufficiently in advance of their publication so (Censeur).

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4 CORPORATE GOVERNANCE
Governance bodies

Rules and obligations applicable to Directors To the Company’s knowledge and as of the date of this Document:
i. Respect of social interest, duty of expression ● there is no family link between the Company’s corporate

and diligence officers;

● none of the corporate officers (mandataires sociaux) has been
The Director represents all the shareholders of the Company and
must act in all circumstances in the corporate interest of the subject to any fraud conviction, bankruptcy, sequestration or
Company. liquidation process, or received any criminal charge and/or
official public penalty from statutory or regulatory authorities
Each Director has a duty to clearly express his or her opinions and during the past five years;
shall endeavor to convince the Board of the relevance of his or ● none of them has been prevented by a tribunal to act as
her position. member of a Board or Supervisory Board of an issuer or to
Each Director must devote the necessary time, care and attention participate in the management of the conduct of business of an
to his or her duties. Before accepting any new position or office, he issuer during the last five years;
or she must consider whether he or she will still be able to fulfil ● there are no potential conflicts of interests between the duties
this obligation. Unless he or she is genuinely unable to do so, he or of the Directors, the Chairman of the Board and the Chief
she must attend all meetings of the Board of Directors and of any Executive Officer towards the Company and their respective
Committees of which he or she is a member, and all General private interests or their other duties;
Meetings of shareholders. ● there is no service agreement between the Directors and

ii. Minimum number of shares to be held by members corporate officers, and the Company or any of its subsidiaries,
of the Board of Directors providing for specific benefits under this agreement.

In accordance with Article  8.5 of the Company’s articles of

iv. Market ethics
association, each Director shall own at least 1 share. The Board’s
Internal Regulations provide that each Director be required to own Directors are bound by a duty of care and due diligence, as well as
at least 20,000 shares. an obligation to take special care with respect to any transactions
involving the Company’s shares or any financial instruments
iii. Duty to report conflicts of interest related to such shares. They must comply with regulations
In accordance with the Board's Internal Rules and Regulations, governing insider trading. In particular, they are required to
each Director must inform the Board of any conflict of interest comply with the applicable stock exchange regulations related to
situation, even potential, that may directly or indirectly involve (i) the definition, use and disclosure of inside information, (ii) the
him/her because of the duties he/she may hold in other provision of a list of persons closely associated with them, (iii)
companies or because of personal interest. In such a case, the compliance with blackout periods, and (iv) the reporting of
Director shall abstain from attending the debate and taking part in transactions involving the Company’s shares. These rules are
voting on the related resolution. This obligation is complemented detailed in the Board's Internal Rules and Regulations which are
by an annual formal statement provided to the Company by each available on the Company’s website (www.cgg.com).
Director, testifying that he/she is not involved in any conflict of
interest.

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b) Evaluation of the operations of the Board of Directors and its Committees
The Board of Directors conducts an annual evaluation of its operations and those of its Committees. Every three years, this evaluation is
conducted with the assistance of an external consultant.

Evaluation procedure of the Board of Directors and its Committees

The procedures for each type of evaluation (internal or external) are defined in the table below and have been incorporated into the
Board of Directors’ internal rules and regulations.

INTERNAL EXTERNAL
EVALUATION EVALUATION

LAUNCH OF
THE EVALUATION Preparation of the evaluation by the Selection of the external consultant by the ARGC
Appointment, Remuneration and on the basis of a proposal by the EVP Group
PROCESS 4
Governance Committee (“ARGC”) based General Counsel / Definition of the process
upon a proposal from the EVP Group by the Chair of the ARGC and the external
General Counsel consultant

WRITTEN Written questionnaire sent by the Chair Written questionnaire sent by the external
QUESTIONNAIRE of the ARGC to all Directors, relating to consultant to all Directors, relating to the global
the global performance of the Board performance of the Board and of its Committees
and of its Committees and to the individual contribution of each Director

INDIVIDUAL Individual meetings held with the Chair Individual meetings held (Directors, EVP Group
MEETINGS of the ARGC on a voluntary basis, relating to General Counsel, EVP Group CFO, EVP Group
any topic requested by the Director having Human Resources) with the external consultant
requested the meeting, including but not on a mandatory basis, and relating to the various
limited to the individual contribution of each topics listed by the Chair of the ARGC and the
Director external consultant, including but not limited to
the individual contribution of each Director

COMPILATION Compilation of the results received Compilation of the results received by the
OF RESULTS by the EVP Group General Counsel external consultant and review by the Chair
and review by the Chair of the ARGC of the ARGC, the EVP Group General Counsel
and the Chair of the Board of Directors

REPORTING Global reporting of the results of the Global reporting of the results of the evaluation
OF THE RESULTS evaluation by the Chair of the ARGC to the by the external consultant to the ARGC,
ARGC and then to the Board of Directors and then to the Board
Discussion of the results at the Board Discussion of the results at the Board
of Directors' meeting of Directors' meeting
Individual reporting by the Chair Individual reporting by the external
of the ARGC to each director, if necessary consultant to each director

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Results of the internal evaluation performed in 2021

In 2021, the Board of Directors carried out an internal evaluation under the supervision of the Chairman of the Appointment,
Remuneration and Governance Committee with the support of the General Secretary and the Legal Department. The summary of the
conclusions of this internal evaluation is shown in the following table.

2021 INTERNAL EVALUATION

POSITIVE FEEDBACK ACTION PLAN FOR 2022

Increased involvement in the Group’s strategy Set a retroplanning in order to streamline the
definition and implementation organization of meetings of the Board and its
Committees, in particular with regard to the timeliness
Diversity in the Board members’ profiles for the transmission of documents
Frequency of meetings of the Board and Committees Increase involvement of the Investment Committee
Balance of meeting agendas with strategic issues and for upfront review of M&A projects
operational review Reinforce the monitoring of Board decisions by providing
Quality of content and discussions held during the regular information on the impact and implementation of
Committee meetings and attendance and participation said decisions
by members Set an onboarding program for new Directors to promote
their induction and encourage them to voice their opinion

Organize onsite visits when sanitary conditions

will permit

4.1.3.3 Missions and works of the Board of Directors and its Committees in 2021

a) Missions of the Board of Directors and works over 2021

NUMBER OF MEMBERS NUMBER OF MEETINGS

9 vs 9 13 vs 8
2021 2020 2021 2020
PERCENTAGE OF INDEPENDENT MEMBERS AVERAGE ATTENDANCE RATE (a)
Including the Director representing the employees
96.5% vs 100%
78% vs 78% 2021 2020
2021 2020
Excluding the Director representing the employees

87.5% vs 87.5%
2021 2020
(a) The individual attendance rates are detailed under section 4.1.3.4 of this Document.

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MAIN MISSIONS AND WORKS CARRIED OUT OVER 2021 (NON-EXHAUSTIVE LIST)

Main missions In accordance with Article L. 225-35 of the French Commercial Code, the Board of Directors determines the
orientations of the Company’s activity and ensures their implementation. Subject to the powers expressly granted
to the General Meetings of Shareholders and within the limits of the corporate purpose, it takes up any question
concerning the smooth running of the Company and settles by its deliberations the matters that concern it.
Main activities Governance
in 2021 – convening of the General Meeting of May 12, 2021;
– review of the qualification of Directors as independent;
– annual review of the regulated agreements and periodic assessment of agreements relating to usual operations
and entered into under normal conditions;
– review of the composition of the Board Committees;
– approval of the report on the Group Policy on equal opportunity for an equal treatment of employees, including
the diversity policy applicable to the Group;
– review of the results of the internal evaluation of the Board of Directors’ operations and adoption of an action
plan for 2022 (see section 4.1.3.2.b) of this Document);
– discussion on the succession plan of the Chief Executive Officer and members of the Executive Leadership team, 4
on the basis of the works of the Appointment, Remuneration and Governance Committee (see below for more
details);
– one executive session, i.e a meeting held in the absence of the Chief Executive Officer, in accordance with AFEP-
MEDEF Code recommendations. Main topics discussed were the performance and the succession plan of the
Chief Executive Officer and of the Executive Leadership team.
Remuneration
– approval of the variable remuneration of the Chief Executive Officer for 2020, review of the remuneration
components for the Chairman of the Board and the Chief Executive Officer for fiscal year 2021, and the method
of allocation of Directors’ fees for 2021;
– review of the fulfillment of the performance conditions of the 2018 and 2019 stock option and performance
share plans;
– allocation of stock options and performance shares to the Chief Executive Officer, the members of the Executive
Leadership team and certain employees of the Group.
Finance and strategy
– approval of the 2020 annual and consolidated financial statements, review of the interim quarterly and half-year
results for fiscal year 2021, approval of related press releases and the 2021 forecasts;
– review and approval of the 2021 refinancing;
– approval of the 2022 budget review;
– review, approval and monitoring of M&A projects;
– review of the impact of the Covid-19 pandemic and of the volatility in oil prices on the Group’s business;
– approval of the 2021-2024 Business Plan and Strategic Path Forward;
– 4 strategy meetings during which the management team provided a detailed review of each business line
activity with a particular focus on the development of Beyond the Core businesses.
Others
– review of the risk matrix;
– review and monitoring of the actions taken by the Group against the Covid-19 pandemic in its offices and plants,
in order to ensure compliance with authorities’ regulations and restrictions, workers' protection and wellbeing,
control of potential impact on operations, among others.

Succession plan
The Company has set up a succession plan for its Chief Executive Committee. It is then presented to and discussed by the Board of
Officer and the members of its Executive Leadership team. Directors. This review is made on an annual basis.
The succession plan is drawn up by the General Management and The last review of the succession plan by the Board of Directors
reviewed by the Executive Leadership team before being took place in December 2021.
submitted to the Appointment, Remuneration and Governance

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b) Missions of the Board Committees and works over 2021

The internal rules and regulations of the Board of Directors also The works of the Committees are recorded in minutes. Each
define the composition, duties and operating procedures of the Committee reports to the Board on its proceedings after each meeting.
Committees established by the Board, excluding the Audit and
Risk Management Committee and the Appointment, Individual attendance rates are provided for in section  4.1.3.4 of
Remuneration and Governance Committee, which have their own this Document.
charter of functioning since March  8, 2005 and July  30, 2008
respectively. These charters are attached to the internal rules and
regulations of the Board of Directors and available on the
Company’s website (www.cgg.com).

Appointment, Remuneration and Governance Committee

The Chairman of the Board of Directors and the Chief Executive Officer are regularly involved in the works of this Committee, in
particular those related to the appointment of Directors and with the exception of questions concerning them personally.

NUMBER OF MEMBERS NUMBER OF MEETINGS

COMPOSITION AS OF THE DATE
OF THIS DOCUMENT
z Colette LEWINER, Chairperson (a)
4 vs 4 5 vs 7
2021 2020 2021 2020
z Patrick CHOUPIN (b) PERCENTAGE OF INDEPENDENT MEMBERS (d) AVERAGE ATTENDANCE RATE (e)
 (c)
z Heidi PETERSEN Including the Director representing the employees
Mario RUSCEV  (c) 95% vs 100%
z
75% vs 75% 2021 2020
2021 2020
Excluding the Director representing the employees

100% vs 100%
2021 2020
(a) The Committee is chaired by an independent member in compliance with the AFEP-MEDEF Code.
(b) A Director representing the employees is a member of the Committee in compliance with the AFEP-MEDEF Code.
(c) Independent Director.
(d) The Company is compliant with the AFEP-MEDEF Code under which the Committee must be composed of a majority of independent Directors.
(e) The individual attendance rates are detailed under section 4.1.3.4 of this Document.

MAIN MISSIONS AND WORKS CARRIED OUT OVER 2021 (NON-EXHAUSTIVE LIST)

Main missions The Appointment, Remuneration and Governance Committee is responsible for monitoring governance matters,
notably the appointment and renewal of Board members and corporate officers, as well as matters involving their
compensation, especially with respect to the AFEP-MEDEF Code on corporate governance. The Committee is also
in charge of the review of the succession planning of Board members and corporate officers as well as the
Executive Leadership team, the gender equality and equal opportunity policies, including the diversity policy, the
assessment of the functioning of the Board and its Committees.
The missions of the Appointment, Remuneration and Governance Committee are detailed in the Board of Directors’
Internal Rules and Regulations available on the Company’s internet website (www.cgg.com).
Main activities – review of the independence of the Directors and of the Directors’ terms of office and renewals for 2021 ;
in 2021 – implementation and follow up of the internal evaluation process for the Board of Directors and its Committees for 2021;
– annual review of the succession plan for the Chief Executive Officer and the members of the Executive Leadership team;
– review of the report on the Group Policy on equal opportunity for and equal treatment of employees, including the
diversity policy and objectives for feminization of governance bodies;
– review and implementation of the remuneration policy applicable to corporate officers for 2021 ; implementation of this
remuneration policy in 2021;
– discussions based on feedback received following meetings held with proxy advisors ;
– proposal of the Chief Executive Officer’s performance evaluation and results on her variable remuneration relating to
2020 to the Board of Directors;
– review of the method of allocation of Directors’ fees and of the global annual envelope to be submitted to the 2021
General Meeting;
– review of the remuneration of the Chairman of the Board, the Chief Executive Officer (including the determination of the
criteria applicable to the variable remuneration and the determination of the achievement of these criteria) for 2021;
– review of the achievement of performance conditions of stock-option and performance shares plans in place and review
of the stock-options and performance shares plans to be allocated in 2021.

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Investment Committee

NUMBER OF MEMBERS NUMBER OF MEETINGS

COMPOSITION AS OF THE DATE
OF THIS DOCUMENT

z Helen LEE BOUYGUES,

4 vs 4 3 vs 4
2021 2020 2021 2020
Chairperson (a)
PERCENTAGE OF INDEPENDENT MEMBERS AVERAGE ATTENDANCE RATE (e)
z Michael DALY (a)
z Anne-France LACLIDE-DROUIN (a) 100% vs 100% 91.66% vs 97.75%
 (a) 2021 2020 2021 2020
z Mario RUSCEV

(a) Independent Director.

(b) The individual attendance rates are detailed under section 4.1.3.4 of this Document.

4
MAIN MISSIONS AND WORKS CARRIED OUT OVER 2021 (NON-EXHAUSTIVE LIST)

Main missions The Investment Committee is responsible for reviewing and regularly monitoring the investment expenditure
budget, as well as merger & acquisition transactions, and making recommendations to the Chief Executive Officer.
In particular, the main tasks of the Committee are to examine in particular:
– individual proposed and committed capital projects over US$10 million;
– authorizations for expenditures over US$100 million;
– M&A projects of US$5 million.
The missions of the Investment Committee are detailed in the Board of Directors’ Internal Rules and Regulations
available on the Company’s internet website (www.cgg.com).
Main activities – review of the Group’s investment strategy for 2021;
in 2021 – review of M&A projects;
– review and monitoring of all investment transactions and projects falling into its assignments as described
above;
– review of all impairments on the Group’s assets to be included in the financial statements (including but not
limited to the impairment on multi-client surveys);
– review of the multi-client surveys and competition;
– review of the investments’ budget for 2022.

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HSE/Sustainable Development Committee

NUMBER OF MEMBERS NUMBER OF MEETINGS

COMPOSITION AS OF THE DATE
OF THIS DOCUMENT

z Michael DALY, Chairperson (a)

3 vs 3 3 vs 3
2021 2020 2021 2020
z Patrick CHOUPIN (b) PERCENTAGE OF INDEPENDENT MEMBERS AVERAGE ATTENDANCE RATE (c)
z Heidi PETERSEN (a) Including the Director representing the employees
100% vs 100%
66.67% vs 66.67% 2021 2020
2021 2020
Excluding the Director representing the employees

100% vs 100%
2021 2020
(a) Independent Director.
(b) Director representing the employees.
(c) The individual attendance rates are detailed under section 4.1.3.4 of this Document.

MAIN MISSIONS AND WORKS CARRIED OUT OVER 2021 (NON-EXHAUSTIVE LIST)

Main missions The HSE/Sustainable Development Committee assists the Board of Directors in its oversight of the Group’s Health,
Safety, Security and Environment (HSE) and Sustainable Development (SD) policies, conduct and culture. Its main
missions are:
– make recommendations on the development of a strategic approach to Health, Safety, Security and
Environment (HSE) & Sustainable Development (SD);
– monitor and review the performance of CGG’s HSE & SD systems and programs and compliance with applicable
laws;
– review the high rated HSE/DD operational risks such as high potential incidents(HPI) and the controls put in
place to manage these risks.
The missions of the HSE/Sustainable Development Committee are detailed in the Board of Directors’ Internal Rules
and Regulations available on the Company’s internet website (www.cgg.com).
Main activities – monitoring of the HSE performance of the Group;
in 2021 – review of any operational lost time incidents (LTIs) and high potential incidents (HPIs), discussions of the root
causes and requested follow up of enquiries on several incidents;
– follow up of the evolution of the Covid-19 pandemic and of its impact on the Group’s business; implementation of
an action plan to ensure the employees’ safety;
– review of specific high rated risks, review of controls and mitigations in place to manage them;
– review of the Group’s performance in terms of carbon emissions;
– review of the Statement of non-financial perormance of the 2020 Universal Registration Document, and review
with the independent third-party auditor of their findings and recommendations on CGG consolidated non-
financial statement presented in the Universal Registration Document;
– review of Sercel HSE training campaign and analysis of impact;
– follow up of the Group’s Care & Protect awards and renewal of the program and its objectives;
– discussion about the Group’s CSR strategy and objectives with regard to the evolution of ESG statutory reporting
and initiatives and performance perspective for 2021.

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Audit and Risk Management Committee

NUMBER OF MEMBERS NUMBER OF MEETINGS

COMPOSITION AS OF THE DATE
OF THIS DOCUMENT

z Anne-France LACLIDE-DROUIN,
3 vs 3 7 vs 8
2021 2020 2021 2020
Chairperson (a)
PERCENTAGE OF INDEPENDENT MEMBERS AVERAGE ATTENDANCE RATE (e)
z Helen LEE BOUYGUES (a)
z Colette LEWINER (a) 100% vs 100% 100% vs 100%
2021 2020 2021 2020

(a) Independent Director.

(b) The individual attendance rates are detailed under section 4.1.3.4 of this Document.

4
All the members of the Audit and Risk Management Committee Audit Director who presents an update on significant missions at
are all Independent Directors with special competencies in least twice a year. Sometimes the Chairman of the Board of
financial or accounting matters or legal supervision as requested Directors and the Chief Executive Officer attend the Committee
for at least one of its members by Article L. 823-19 of the French meetings. The Audit and Risk Management Committee invites the
Commercial Code. They were chosen for their recognized skills Statutory Auditors to attend each of its meetings and meets them
and expertise in financial, accounting, or internal control, Internal once a year, without the presence of the Company’s senior
Audit and risk management. Their professional backgrounds are management.
described in more detail in section  4.1.3.1.f). With a 100%
independence rate, the Company complies with the The Audit and Risk Management Committee usually meets before
recommendation of the AFEP-MEDEF Code, according to which each meeting of the Board of Directors. For practical reasons,
the Board must be composed of two thirds or more Independent meetings of the Audit and Risk Management Committee are held
Directors. in general on the eve of the Board of Directors. In order that this
constraint does not prevent the proper functioning of the
The following persons attend the Committee meetings: the Committee, the Chairman of the Board and the Chief Executive
relevant members of the Executive Leadership team, the Group Officer ensure that the members of the Committee receive the
Chief Financial Officer, the EVP Group General Counsel, the SVP necessary documents and information sufficiently in advance in
Group Controller and Chief Accounting Officer, the Group Internal order to have sufficient time to be able to review the accounts.

MAIN MISSIONS AND WORKS CARRIED OUT OVER 2021 (NON-EXHAUSTIVE LIST)

Main missions The Audit and Risk Management Committee is responsible for monitoring issues relating to the preparation and
control of the Company’s accounting and financial information. Its main missions are:
– examining the draft corporate and consolidated financial statements, annual and half-yearly and draft press
releases;
– monitoring the effectiveness of internal control, Internal Audit and risk management systems as well as
compliance policies; and
– monitoring the term of office, duties and independence of the Statutory Auditors.
The missions of the Audit and Risk Management Committee are detailed in the Board of Directors’ Internal
Regulations available on the Company’s internet website (www.cgg.com).
Main activities – review of the annual consolidated financial statements for 2020 (statutory and consolidated accounts, and in
in 2021 particular the impairment tests on assets and goodwill, segment classification into Cash Generating Units
(CGUs), the accounting classification of the financial debt of the Group as current liabilities, the cash situation,
the memo relating to the going concern, the off-balance sheet commitments), and of the first quarter, the first
semester and the third quarter of 2021;
– review of the detailed report from external auditors and analysis of the key audit points identified, with a focus
on significant risks which may impact the financial statements;
– review of the 2020 Universal Registration Document (annual report);
– review of the 2021 forecasts;
– meeting with external auditors without General Management being present (overview of the audit work
performed for the closing of the 2020 financial statements;
– monitoring of the Group’s situation with respect to cash and cash flow forecasts, especially refinancing and Group
hedging policy, as well as impacts of the Covid-19 pandemic on the business and on the cash flow;
– review of the Multi-Client activity, the composition of its library and the valuation of the related surveys including
accounting treatment (depreciation policy and potential depreciations) and monitoring of the impacts of the
business divested;
– follow up of the financial costs related to the implementation of the restructuring plans borne by the Company;

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Main activities – review of the risk mapping, before and after mitigation; review of the risk on cyber-security; alignment of
in 2021 approaches between the Internal Control and Audit Departments and the Enterprise Risk Management
(continued) Department;
– review of the work to be performed by the Statutory Auditors in the scope of their audit on the 2021 financial
statements and approved their fee estimates for this work with special focus to cyber security;
– review of non-audit services provided by the members of our auditors’ network performed in 2021 and approval
as necessary;
– review of the activities of the Internal Audit team according to a plan established by the Executive Leadership
team and submitted to the Committee;
– review of the tax situation of the Group;

4.1.3.4 Attendance during Board and Committee meetings in 2021

The table below summarizes detailed information concerning the individual attendance of Directors at meetings of the Board of Directors
and its Committees during fiscal year 2021:

Attendance at Attendance at
Attendance at Appointment, HSE-
Audit & Risk Remuneration Attendance at Sustainable
Management & Governance Investment Development
Attendance at Committee Committee Committee Committee
Board meetings meetings meetings meetings meetings
Total number of meetings in 2021 13 7 5 3 3
Philippe SALLE 13/13 100% n.a. n.a. n.a. n.a.
Sophie ZURQUIYAH 13/13 100% n.a. n.a. n.a. n.a.
Patrick CHOUPIN  (a)

Director representing the employees

since May 12, 2021 8/8 100% n.a. 3/3 100% n.a. 2/2 100%
Michael DALY 12/13 92% n.a. n.a. 2/3 66% 3/3 100%
Patrice GUILLAUME  (b)

Director representing the employees

until May 12, 2021 5/5 100% n.a. 2/2 100% n.a. 1/1 100%
Anne-France LACLIDE-DROUIN 13/13 100% 7/7 100% N/A 3/3 100% n.a.
Helen LEE BOUYGUES 12/13 92% 7/7 100% N/A 3/3 100% n.a.
Colette LEWINER 13/13 100% 7/7 100% 5/5 100% n.a. n.a.
Heidi PETERSEN 13/13 100% n.a. 4/5 80% n.a. 3/3 100%
Mario RUSCEV 11/13 85% n.a. 5/5 100% 3/3 100% n.a. 11/13
TOTAL ATTENDANCE RATE
OF DIRECTORS IN 2021 96.5% 100% 95% 91.6% 100%
(a) Patrick CHOUPIN is a Director representing the  employees elected on Aril 6, 2021 by the Group Committee, in accordance with Article  8 of  the Company’s
articles of association in replacement of Patrice GUILLAUME. His attendance rate at the Committees was calculated prorata temporis as from his effective date
of function.
(b) Patrice GUILLAUME was Director representing the  employees until May  12, 2021, date from which he was replaced by Patrick CHOUPIN. Therefore, his
attendance rate at the Committees was calculated prorata temporis.

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4.1.4 Review of the agreements which may be entered into
between corporate officers and the Company
In accordance with Article L.  225-38 of the French Commercial The Board of Directors’ meeting adopted an Internal Charter
Code, any agreement between a company and its Chief Executive applicable to the Group in that respect since March  5, 2020. In
Officer, one of its deputy Chief Executive Officers, one of its addition to describing the regulatory framework applicable to the
Directors, one of its shareholders having a proportion of the voting agreements entered into in the ordinary course of business, the
rights exceeding 10% or, in the case of a shareholder company, Internal Charter provides for an annual assessment of the
the Company controlling it within the meaning of Article L. 233-3 conditions under which agreements are entered into in the
of the French Commercial Code, must be subject to the prior ordinary course of business to be carried out by the Legal
approval of the Board of Directors. Department. Any parties that have a direct or indirect interest in
an agreement are prohibited from taking part in the corresponding
However, in accordance with Article L. 225-39 of the French assessment. This Internal Charter is available on the Company’s
Commercial Code, prior approval is not required for agreements if website (www.cgg.com/investors/corporate-governance).
they relate to usual operations and if they are entered into under
normal conditions or for agreements concluded between two The latest annual assessment on the agreements relating to
companies, one of which holds, directly or indirectly, the entire usual operations and entered into under normal conditions was 4
capital of the other. Article L. 22-10-12 of the French Commercial reviewed by the Board of Directors on March 3, 2022.
Code requires however, for companies whose share are admitted
on a regulated market, the Board of Directors to establish a
procedure for regularly assessing whether the agreements
relating to usual operations and entered into under normal
conditions, still fulfill these conditions and for analyzing their
classification.

4.1.5 Transactions entered into between the Company and its

corporate officers and/or shareholder holding more than
10% of the voting rights in the course of 2021
The list of transactions entered into in the course of 2021 between the Company and companies or subsidiaries having common
Directors or common corporate officers is reflected in the Statutory Auditors’ special report on regulated agreements in section 4.1.6 of
this Document.

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4.1.6 Statutory auditors’ special report on regulated agreements

Year ended December 31, 2021
This is a translation into English of the Statutory auditors’ report on related party agreement and commitments of the Company issued in
French and it is provided solely for the convenience of English speaking users.
This statutory auditors’ report includes information required by European regulation and French law. This report should be read in
conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France.

To the Annual General Meeting of CGG,

In our capacity as statutory auditors of your Company, we hereby and Ms. Sophie Zurquiyah of the Group’s general benefits and
report on certain regulated agreements. health plan applicable to all Group employees. This commitment
has been approved by the General Meeting held on May 15, 2019.
We are required to inform you, on the basis of the information
provided to us, of the terms and conditions and interest for the Amount paid during the period:
company of the agreements indicated to us, or that we may have
identified in the performance of our engagement. We are not The subscriptions paid by the company for 2021 amounted to
required to comment as to whether they are beneficial or €750 for Mr.  Philippe SALLE and €4,502 for Ms.  Sophie
appropriate or to ascertain if any other agreements and ZURQUIYAH.
commitments exist. It is your responsibility, in accordance with
Article R. 225-31 of the French Commercial Code, to evaluate the International individual health insurance to the benefit
of Ms. Sophie ZURQUIYAH, Chief Executive Officer
benefits resulting from those agreements prior to their approval.
and Director
In addition we are required, where applicable, to inform you, in Terms and conditions:
accordance with Article R.  225-31 of the French Commercial
Code, of any agreements previously approved by shareholders At its meeting of April 26, 2018 the Company’s Board of Directors
which were executed during the year. authorized the conclusion of an international individual health
insurance benefiting to the Chief Executive Officer with effect
We performed the procedures which we considered necessary to from her date of appointment. The applicable contract was
comply with the professional guidance applicable in France to this entered into by CGG Services (U.S.) Inc., a subsidiary indirectly
type of engagement. The procedures consisted of verifying that fully controlled by CGG SA. This commitment has been approved
the information provided to us was consistent with the by the general meeting held on May 15, 2019.
documentation from which it was extracted.
Amount paid during the period:
Agreements subject to the approval The subscription paid by CGG Services (U.S.) Inc. for 2021
amounted to USD 29,277.
of the general meeting of shareholders
Individual insurance covering loss of employment
Agreements authorized and signed in 2021 to the benefit of Ms. Sophie ZURQUIYAH, Chief Executive
We hereby inform you that we have not been advised of any Officer and Director
agreements authorized and signed during year that should be Terms and conditions:
submitted for approval to the shareholders' meeting in
accordance with Article L.  225-38 of the French Commercial At its meeting of April 26, 2018 the Company’s Board of Directors
Code. authorized the conclusion with GSC GAN of an individual
insurance covering loss of employment, with effect from May  1,
2018. This guarantee provides a maximum amount payable of
Agreements already approved by the general 14.36% of 2020 target compensation of Ms.  Sophie ZURQUIYAH
meeting of shareholders (€180,998) over a twelve months period. This commitment has
been approved by the general meeting held on May 15, 2019.
Agreements approved during previous years which
continued to be executed during the latest year Amount paid during the period:

In accordance with Article R.  225-30 of the French code of The subscription paid for 2021 amounted to €11,261.
commercial law, we were informed that the following
agreements, previously approved by general meetings of Collective defined contribution scheme applicable to
shareholders of previous fiscal years, continued to be executed Ms. Sophie Zurquiyah, Chief Executive Officer and Director
(article 83)
during the year.
Terms and conditions:
Extension of the benefit of the Group’s general benefits and At its meeting of April 26, 2018 the Company’s Board of Directors
health plan to Mr. Philippe Salle, Chairman of the Board of authorized the application to Ms.  Sophie ZURQUIYAH of the
Directors and Ms. Sophie Zurquiyah, Chief Executive Officer Group’s article 83 collective defined contribution scheme
Terms and conditions: implemented since January 1, 2005 to the benefit of members of
At its meeting of April 26, 2018, the Company’s Board of Directors the Group’s executive bodies in France. This commitment has
authorized the extension of the application to Mr. Philippe SALLE been approved by the general meeting held on May 15, 2019.

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This supplementary benefit plan supplement the level of pension ● first, the indemnity will not be paid if Ms.  Sophie ZURQUIYAH
paid by the mandatory French pension plans. It is subject to the claims her pension rights and, in any event, beyond the age of
following subscription limits: 65; and
● Social security Tranche A: 0.5% of employee contribution and ● second, the non-compete indemnity will now be paid in
1.0% of employer’s contribution; instalments.
● Social security Tranche B: 2.0% of employee contribution and
The amendment to this commitment has been approved by the
3.0% of employer’s contribution; general meeting held on June 16, 2020.
● Social security Tranche C: 3.5% of employee contribution and
5.0% of employer’s contribution. Contractual termination indemnity (protection letter)
benefiting to Ms. Sophie ZURQUIYAH, Chief Executive
The subscription is based on gross annual compensation limited Officer and Director
to basic salary, annual variable compensation and benefit in kind
concerning a vehicle, to the exclusion therefore of any other Terms and conditions:
element of remuneration. The Board of Directors' meeting of April 26, 2018 authorized the
implementation of a contractual termination indemnity to the
Amount paid during the period: benefit of Ms. Sophie ZURQUIYAH.
The subscription paid for 2021 amounted to €12,341.
As originally drafted, this contractual termination indemnity might 4
be paid to Ms. Sophie ZURQUIYAH in the following cases:
Agreements approved in previous years that did not
● in case of revocation, non-renewal or any other instance of
remain in force during the year
forced departure (leading to resignation) linked to a change of
In addition, we have been informed of the continuation of the control and not reflecting any situation of failure to achieve the
following agreements, already approved by the General Meeting performance criteria mentioned below. Any departure within
in prior years, which were not implemented during the year. twelve months of a change of control would be deemed to
constitute a forced departure;
Amendments of the non-compete commitment between
● in case of revocation in the absence of any gross or serious
the Company and Ms Sophie ZURQUIYAH, Chief Executive
Officer and Director misconduct and not reflecting any situation of failure to achieve
the performance criteria mentioned below.
Terms and conditions:
This commitment had been approved by the general meeting held
At its meeting of April 26, 2018, and following proposal by the on May 15, 2019.
Appointment and Remuneration Committee, now named
“Appointment, Remuneration and Governance Committee”, the At its meeting of March 5, 2020, and following proposal by the
Company’s Board of Directors authorized the conclusion of a non- Appointment and Remuneration Committee, now named
compete undertaking between the Company and Ms.  Sophie “Appointment, Remuneration and Governance Committee”, the
ZURQUIYAH. Company’s Board of Directors authorized the amendment to the
signed agreement between the Company and Ms.  Sophie
This undertaking covers a period of eighteen months and applies ZURQUIYAH defining the terms of a possible contractual
to services involving the acquisition, processing or interpretation termination indemnity in order that no compensation would be
of geophysical data, or the supply of equipment or other products paid if Ms.  Sophie ZURQUIYAH resigned of her position of Chief
designed for the acquisition, processing or interpretation of Executive Officer or is able to exercise her retirement rights at the
geophysical data, and implying Sophie ZURQUIYAH’s contribution time of her departure.
to projects or other activities in the same domain as for Ms. Sophie
ZURQUIYAH’s activity within CGG. The contractual termination indemnity would be equal to the
difference between (i) a gross amount of 200% of the applicable
As consideration for her undertaking, Ms.  Sophie ZURQUIYAH annual reference compensation, including any and all amounts to
would receive remuneration corresponding to 100% of her annual which Ms.  Sophie ZURQUIYAH may be entitled to as a result of
reference compensation as defined by her contractual said termination, and (ii) any sums to be paid further to the
termination indemnity. application of her non-compete undertaking.
This commitment had been approved by the general meeting held The applicable annual reference compensation is defined as the
on May 15, 2019. fixed compensation received during the twelve-month period
On the proposal of the Appointment and Remuneration preceding the departure date, to which is added the yearly
Committee, now named “Appointment, Remuneration and average of the variable compensation received over the thirty-six
Governance Committee”, the Board of Directors authorized on months preceding the departure date. In the event of departure
December 11, 2019, the amendment to the non-compete within less than twelve months, the fixed compensation would be
commitment. The amendments relate to the following two reconstituted on an annual basis. The applicable variable
elements: compensation would be calculated taking into account the annual
levels of achievement determined by the Board of Directors since
the start of the appointment.

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On March 5, 2020, the Board of Directors also reviewed the scale ● if the average achievement rate is equal or superior to 90%
used to assess performance conditions to which the payment of (versus 60% before), the contractual termination indemnity will
the special termination indemnity is subject. This payment is be due on a straight-line basis between 90% and 100% of its
namely correlated to the average achievement of the objectives amount (versus 60% and 100% before).
underpinning the variable annual compensation of the last three
fiscal years, according to the following rule: The Board of Directors must verify, prior to payment of the special
termination indemnity, (i) that the applicable performance
● if the average achievement rate is inferior to 80% (versus 60%
conditions have been met; and (ii) that the special termination
before), no special termination indemnity will be paid; indemnity remains compliant with the company’s code of
● if the average achievement rate is equal or superior to 80% and corporate governance in force at the departure date.
inferior to 90% (versus an average rate of 60% before), the
contractual termination indemnity will be due at 50% of its The amendment to this commitment has been approved by the
amount (versus 60% before); general meeting held on June 16, 2020.

The Statutory auditors

Paris-La-Défense, March 11, 2022

Mazars ERNST & YOUNG et Autres

Jean-Louis Simon Claire Cesari-Walch

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4.2 REMUNERATION
4.2.1 Remuneration policy for corporate officers
This remuneration policy has been established in accordance with ● principle of interest alignment and link to performance: In
the provisions of Article L.  22-10-8 of the French Commercial general, the Board of Directors and the Appointment,
Code. Remuneration and Governance Committee pay particular
attention to ensuring that the remuneration policy for executive
As of the date of this report, the Company’s corporate officers are corporate officers is in line with the Company’s performance
Philippe  SALLE, Chairman of the Board of Directors and Sophie and oriented towards the creation of long-term value
ZURQUIYAH, Chief Executive Officer of the Company, as well as (quantifiable criteria) as well as Group’s strategic priorities and
all the members of the Board of Directors (“the Directors”). corporate social and environmental responsibility (qualitative
For the purposes of this report and pursuant to the provisions of criteria). Consequently, the main purpose of the remuneration
the Corporate Governance Code of Listed Corporations policy is to encourage the achievement of ambitious strategic
(hereinafter “the AFEP-MEDEF Code”), “executive corporate objectives by setting demanding short, medium and long-term 4
officers” shall mean the Chief Executive Officer. The executive performance criteria.
corporate officers, the Chairman of the Board of Directors and the
The global remuneration policy for executive corporate officers
Directors are collectively referred to as “corporate officers”.
focuses on the variable portion of remuneration, which is at risk
for the beneficiary. Thus, their remuneration structure includes a
4.2.1.1 Information relating to all corporate significant variable component aimed at aligning executive
remuneration more directly with the Group’s business strategy
officers and social purpose while encouraging performance. The long-
a) Decision-making process and general principles term remuneration tools put in place by the Company also
represent a significant part in linking the remuneration of the
Determination of the remuneration policy executive corporate officers to the interests of the shareholders.
The remuneration policy for corporate officers is determined by Therefore, this policy makes it possible to remunerate, in an
the Board of Directors on the recommendation of the appropriate manner, decision-making that creates long-term
Appointment, Remuneration and Governance Committee. This value for the Company, ensuring its sustainability. A suitable
policy is regularly reviewed and discussed by the Board of remuneration policy is essential, particularly taking into account
Directors in order to be in accordance with the corporate interest the cyclical nature of the Group’s activity, in order to attract,
of the Company, contribute to its sustainability and be in line with motivate and retain talent while generally ensuring a good level of
its business strategy. competitiveness for remuneration packages. This dual objective
The Company has defined its corporate social responsibility via four of attracting and retaining talent was one of the principal strands
cornerstones which form the heart of the Company’s day-to-day of the general sustainable development policy across all
focus –  its employees, its sustainability as a company, the fight employees.
against corruption, and the environment. Through an ongoing and The Group Human Resources policy enables employees to benefit
forward-looking approach, every effort has been made to identify, from a working environment and conditions that encourage
prevent, manage and resolve all risks linked to these four fields, both professional achievement, in order to bring the best out of human
at a site and/or project level as well as at the level of governance capital. The Group guarantees a uniform remuneration system in
bodies. These key areas of focus are at the foundations of the line with local practices. To that end, all employees benefit from a
Company’s commercial strategy, which is defined via promotion and remuneration policy built on principles of competitiveness,
development objectives within the industry, building long-term attractiveness and motivation, which at the same time meets
relationships, developing alliances with major clients and partners, market practices and encourages improvement in Company’s
and on a global level, sustaining operational performance. These performance in order to serve both the Company’s commercial
various elements are implemented by ensuring the Company attracts strategy and corporate purpose (please refer to Chapter  3
and retains key skills in a stimulating work environment while “Statement on non-financial performance” of this Document for
maintaining the health and safety of all. more details).
As such, the remuneration policy complies with the following The Company has implemented, at Group level, a short-term (one
general principles, which are established in accordance with the year) variable compensation policy which is broken down into
AFEP-MEDEF Code recommendation to which the Company various annual variable remuneration programs. In particular, the
refers: Global Performance Incentive Plan (GPIP) applies to employees in
● balancing principle: Care is taken to ensure that there is a support functions, to employees whose scope is global or cross-
good balance between the different components of the functional for several product lines, as well as to company
remuneration package and that none of its elements is managers. This same program applies to the executive leadership
disproportionate; team as well as the Chief Executive Officer (executive corporate
● comparability principle: The positioning of the remuneration
officer). The financial portion of the GPIP policy is based on
of the Company’s corporate officers is regularly reviewed in financial objectives related to the business, which depends on
relation to that of companies in the sector and comparable each business line and which takes into account directives
markets, on the basis of studies carried out by specialized provided by the Board of Directors. The individual portion is based
external firms. Thus, the Group’s practices are consistent and on non-financial objectives related to the Group’s strategic and
competitive with market practices to ensure the retention of operational development. This scheme ensures the alignment of
key executives and to support the Company’s business the remuneration conditions applied across the Group with
strategy; Company’s and shareholders’ interests.

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Review of the remuneration policy ● the elements of remuneration for corporate officers to be
submitted to the annual General Meeting of Shareholders;
The Group remuneration policy is regularly reviewed, taking into
account market practices and how competitors have evolved in ● all provisions relating to the retirement of corporate officers;
order to ensure consistency at both a global and industry level. ● the assessment of the financial impact of all remuneration
Concerning executive corporate officers, the Company works with components for corporate officers on the Company’s financial
specialized external firms whose comments are submitted to the statements;
Appointment, Remuneration and Governance Committee. The ● the implementation of share-based remuneration plans.
latter then shares its recommendations with the Board of
Directors for their decision-making process. The Appointment, Remuneration and Governance Committee may
also be assisted by an external and independent advisor
Implementation of the remuneration policy and role of the specializing in remuneration issues.
Appointment, Remuneration and Governance Committee
The remuneration policy applicable to the corporate officers will b) Application of the remuneration policy
be implemented by the Board of Directors, in compliance with Principle
applicable legal, regulatory and statutory frameworks and in
respect of the general principles outlined in section  4.2.1.1.a) of The remuneration policy is submitted to the approval of the
this Document. ordinary General Meeting each year. This vote is commonly called
“ex ante vote” because it is valid for the financial year during
The Appointment, Remuneration and Governance Committee which the General Meeting is held. In the event the General
meets regularly to verify that the remuneration policy adopted by Meeting does not approve the resolution, the Directors’
the General Meeting is correctly applied. remuneration would be determined in accordance with the
The composition and tasks of the Appointment, Remuneration and remuneration awarded for the previous financial year or, in the
Governance Committee in determining, reviewing and absence of remuneration awarded for the former financial year, in
implementing the remuneration policy are defined in accordance with the existing practices within the Company.
section  4.1.3.3.b) of this Document and in the Board's Internal Appointment of new corporate officers
Rules and Regulations.
The principles, criteria and elements of compensation provided for
The Appointment and Remuneration Committee was created on in the remuneration policy are applicable to any corporate officer
March  15, 2000 on the initiative of the Board of Directors. On appointed during the financial year.
June  16, 2020, this Committee became the Appointment,
Remuneration and Governance Committee, reflecting its missions The Board of Directors, on the recommendation of the
in a more appropriate manner. Appointment, Remuneration and Governance Committee, will
then determine, adapting them to the situation of the person
The Appointment, Remuneration and Governance Committee is concerned, the objectives, performance levels, parameters,
composed of more than 50% Independent Directors. In structure and maximum percentages in relation to their fixed
accordance with the provisions of the AFEP-MEDEF Code, an annual remuneration, which may not exceed those of the replaced
Independent Director is a non-executive corporate officer of the corporate officer.
Company or its group with no special interest in the Company or
its group(1). Exceptions to the application of the remuneration policy
The Appointment, Remuneration and Governance Committee In the event of exceptional circumstances, the Board of Directors
shall meet at least three times a year in order to consider: may, in accordance with Article L. 22-10-8, III paragraph 2 of the
● the remuneration allocated to each corporate officer;
French Commercial Code, depart from the application of the
remuneration policy when this departure is temporary, in
● the allocation of long-term remuneration elements; and
accordance with the Company’s interests and necessary to
● the procedures for evaluating the Board of Directors and the guarantee the Company’s continuity or viability.
Chief Executive Officer.
As for the remuneration policy approved by the General Meeting
The Appointment, Remuneration and Governance Committee held on May 12, 2021 for the 2021 financial year, it is proposed to
assists the Board of Directors in determining the remuneration of maintain for the 2022 financial year the possibility of departing
the corporate officers, taking into account all of the general from the remuneration policy on the objectives relating to the
principles set forth above. annual variable remuneration of the Chief Executive Officer in
2022 in the event of exceptional circumstancies linked to the
It makes proposals and recommendations regarding, in particular: crisis generated by the Covid-19 pandemic.
● the remuneration of corporate officers, including the
procedures for determining the related variable portion and the
possible allocation of benefits in kind;

(1) For more information about the independence of Directors, please refer to section 4.1.3.1.c) of this Document.

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In order to take into account the exceptional situation linked to the ● Changes to the long term compensation plans:
extended duration of the Covid-19 crisis over the year 2022 and ● proposal to integrate Environmental, Social and Governance
its unforeseeable impacts on the Company, the Board of Directors (ESG) performance criteria into the long-term compensation
may, for the financial year 2022 alone and after consulting the plan in line with market practice in France and in line with
Appointment, Remuneration and Governance Committee, adjust investors and stakeholders' expectations (detailed in section
the component of the annual variable remuneration in light of the 4.2.1.2.b)viii of this Document),
economic situation, which only concerns performance criteria
● proposal to modify the comparator of the relative stock
and/or conditions. The Board of Directors will justify these
adjustments in detail in view of the impact on the Company’s market performance criterion as well as the threshold for
performance and the economic consequences resulting from triggering the achievement of this same performance
these exceptional circumstances. Under no circumstances may criterion of the Chief Executive Officer's stock options plan
the ceiling of the annual variable remuneration be modified. (detailed in section 4.2.1.2.b)viii of this Document).

These exceptions will be strictly implemented. Indeed, the annual

variable remuneration will be submitted to the vote of the 4.2.1.2 Information relating to each
shareholders at the General Meeting and may only be paid in the corporate officer
event of a positive vote by the latter in accordance with the
provisions of Articles L. 22-10-8 and L. 22-10-34, II of the French a) Remuneration policy applicable in 2022
Commercial Code. to the Chairman of the Board of Directors 4
The remuneration of the Chairman of the Board of Directors is
c) Consideration of the last vote of the General determined in accordance with the recommendations of the
Meeting AFEP-MEDEF Code and in line with remuneration practices
A dialogue with the main shareholders and the voting advisory observed in France for non-executive chairs of boards. It is in line
firms was initiated to inform them of plans for the evolution of the with the Company’s corporate interest, contributes to its
Company’s governance and corporate officer remuneration policy sustainability and is in line with its business strategy.
for financial year 2022 to bring together as much as possible the In accordance with Article L.  22-10-8 of the Commercial Code,
stakeholders’ various expectations on all these subjects in line this remuneration policy will be submitted for approval by the
with the Company’s interests. During these exchanges, the General Meeting to be held to approve the financial statements
Company called to mind the major principles of its remuneration for the financial year ending December 31, 2021.
policy applicable to corporate officers and this policy’s
compliance with the recommendations of the AFEP-MEDEF Code. The Chairman of the Board of Directors' functions are described in
section 4.1.3.2.a) of this Document and are currently held by
This dialogue allowed the Company to take notice of the reasons Philippe Salle, whose biography is presented in section 4.1.3.1.f) of
and criteria that led certain shareholders, at the General Meeting this Document.
on May 12, 2021, to vote against the resolution approving the
remuneration policy applicable to the Chief Executive Officer for The Chairman of the Board's term of office is identical to that of
financial year 2021 (approved by 74.39%). The Company thus the other directors (i.e. four years) and the Chairman of the Board
heard the main shareholders and voting advisory firms, who did term of office is aligned with the director’s term of office.
not offer any notable differences of opinion except for one
Total remuneration and benefits of any kind
shareholder that explained in particular that it voted against the
resolution because its internal voting policy is more restrictive i. Respective Importance of Remuneration Elements
than CGG’s practice on the principles of severance pay for the
Chief Executive Officer. The Company called to mind on this point The remuneration of the Chairman of the Board of Directors
that the rules determining severance pay for the Chief Executive consists solely of fixed elements, to the exclusion of any variable
Officer were established in accordance with the recommendations or exceptional remuneration.
of the AFEP-MEDEF Code and market practice (for more ii. Annual fixed remuneration for the office of Chairman of
information, see section 4.2.1.2 b)xi of this Document).
the Board of Directors
Thus, to the extent that it complies with the recommendations of The Chairman of the Board of Directors may receive a fixed annual
the AFEP-MEDEF Code, the Company intends to maintain the remuneration.
principles of its remuneration policy applicable to the Chief
Executive Officer for financial year 2022. For the 2022 financial year, the annual fixed remuneration of
Philippe  SALLE in his capacity of Chairman of the Board of
d) Changes in remuneration policy Directors is maintained at €170,000 gross on an annual basis, in
accordance with the decision of the Board of Directors dated
Principles of the remuneration policy applicable to Corporate March 3, 2022, following the recommendation of the
Officers proposed for the 2022 financial year remain aligned with Appointment, Remuneration and Governance Committee.
the ones applicable for 2021. The remuneration policy for the
Chairman of the Board remains identical for 2022. The iii. Annual fixed remuneration for the office of Director
remuneration policy for the Directors is subject to some
The Chairman of the Board of Directors may receive remuneration
adjustments as detailed in section 4.2.1.2.c).
related to his office as director, the amount of which is defined in
The remuneration policy for the Chief Executive Officer is the remuneration policy applicable to directors in 2022 presented
amended as follows: in section 4.2.1.2.c) of this Document.
● Proposal to increase the Chief Executive Officer's annual fixed
remuneration (detailed in section 4.2.1.2.b)ii of this Document);

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In accordance with Article L.  22-10-8 of the French Commercial submitted for approval to the General Meeting called to approve
Code, this remuneration policy will be will be submitted for approval the financial statements for the financial year ending
by the General Meeting to be held to approve the financial December 31, 2021.
statements for the financial year ending December 31, 2021.
The position of Chief Executive Officer is described in section
For the 2022 financial year, following the recommendation of 4.1.2.1 of this Document and is currently held by Sophie
the Appointment, Remuneration and Governance Committee, and ZURQUIYAH, whose biography is presented in section 4.1.3.1.f).
subject to the approval of the 2022 General Meeting, it will be Her term of office took effect at the end of the General Meeting of
proposed to maintain for the Chairman of the Board of Directors, April 26, 2018 for a period of four years, i.e. until the end of the
an annual fixed remuneration of €70,000 for his office as director. Ordinary General Meeting called to approve the financial
statements for the financial year ending on December 31, 2021.
iv. Other short-term remuneration components Sophie ZURQUIYAH also combines her term of office as Chief
Social protection plans Executive Officer with that of director of the Company, the terms
of which are aligned (see section 4.1.2.1.b)).
The Chairman of the Board may benefit from the social protection
plans set up for the Group’s employees. Total remuneration and benefits of any kind
Consequently, the Chairman may benefit from an insurance plan i. Respective importance of remuneration elements
covering death and disability risks and may also benefit from
The total remuneration package is structured in a balanced way
medical coverage.
around the three main remuneration components (fixed
For the 2022 financial year, Philippe SALLE will not benefit remuneration, annual variable remuneration, long-term
from such plans remuneration):
Benefits in kind 2022 CEO REMUNERATION POLICY
The Chairman of the Board may receive benefits in kind linked to
the allocation of a company car. Cap
For the 2022 financial year, as in 2021, Philippe SALLE will not
benefit from a company car.
v. Other forms of remuneration Target 150% 36%
76%
subject to

The Chairman of the Board of Directors does not receive any other
performance
conditions
form of remuneration. In particular, he does not receive:
● any annual or multi-annual variable remuneration; 100% 33%
66%
● any stock options or stock purchase options; subject to 167% 40%
performance
● any free or performance shares. conditions 100% 33%

The Chairman of the Board of Directors does not benefit from any
retirement benefits, non-compete indemnities or contractual
severance payments. 100% 33% 100% 24%

b) Remuneration policy applicable in 2022 Calculated

in % of fixed
Weight Calculated
in % of fixed
Weight

to the Chief Executive Officer remuneration remuneration

The remuneration policy applicable to the Chief Executive Officer

is designed to remunerate performance, measured in the short,
2022 CEO REMUNERATION POLICY
medium and long term. The components of this policy have ■ ■ Long-term remuneration
different and mutually consistent objectives. Consequently, is in ■ ■ Annual variable remuneration
line with corporate interest of the Company, contributes to its ■ ■ Fixed remuneration
long-term sustainability and is in line with its sales strategy.
To determine the remuneration of the Group’s Chief Executive Details of the breakdown of each element of remuneration are set
Officer, the Board of Directors relies on a market survey out in the following sections.
conducted by an independent firm, resulting in a benchmark panel
comprising 80% of the companies in the CAC Mid 60 index ii. Fixed remuneration
(essentially excluding companies with revenues of more than In accordance with the AFEP-MEDEF Code's recommendations,
€10  billion and financial services and insurance companies). The the Chief Executive Officer's remuneration, including its fixed
positioning objective is at the median in terms of total portion, is reviewed annually by the Appointment, Remuneration
remuneration (fixed, annual variable and long-term remuneration). and Governance Committee. The annual fixed remuneration is in
In addition, given its exposure to the international market, the principle only updated at relatively long intervals and the
Company also regularly analyzes the positioning of the Chief company has not opted for an annual change. In the event of a
Executive Officer’s remuneration in light of international market significant increase, the reasons for this increase are explained.
studies based on panels of comparable companies.
To determine the annual fixed remuneration of the Group’s Chief
In addition, the Board ensures that the remuneration policy for Executive Officer, the Board of directors relied on a market study
corporate officers remains consistent with that of the Group’s carried out by an independent firm, which resulted in a reference
other executives. panel made up of 80% of the companies in the CAC Mid 60 index
In accordance with Article L.  22-10-8 of the Commercial Code, (mainly excluding those generating more than ten billion euros in
this remuneration policy will be the subject of a resolution revenue as well as financial and insurance companies).

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The annual fixed remuneration of the Chief Executive Officer is ● the second is based on qualitative criteria (1/3).
currently positioned slightly below median (-5%) of this
comparison panel, used to benchmark its positioning on the Quantifiable criteria (financial objectives) are precisely defined
French market. It has remained unchanged since the appointment by the Board of Directors in relation to the Group’s budgetary
of Sophie ZURQUIYAH in April 2018. objectives. They may include, but are not limited to, the following:
(i) the Free Cash flow, (ii) EBITDA, (iii) the turnover for Group and
The fixed compensation serves as a reference to determine the (iv) the results of operations.
percentage of annual variable compensation and the valuation of
the long-term compensation. Its amount is paid monthly. Qualitative criteria (non-financial objectives) are precisely
defined by the Board of Directors in relation to the annual
For fiscal year 2022, following the recommendation of the priorities for the Group. They may, in particular, and not
Appointment, Remuneration & Governance Committee, the Board exclusively, concern: (i)  the governance of the Group,
of Directors meeting of March 3, 2022 decided to include in the (ii)  relationships with major customers, shareholders and the
compensation policy applicable to the Chief Executive Officer for financial community, (iii)  social and environmental responsibility,
financial year 2022, submitted upon approval by the General (iv)  the promotion and development of the Group in its business
Meeting, an 8% increase in the annual fixed remuneration of sector, (v)  the Group’s operating performance and (vi)  human
Sophie ZURQUIYAH, thus increasing her fixed remuneration from resources.
€630,000 to €680,400.
The Board of Directors decides on the weighting assigned to the
This increase, after four years of unchanged fixed remuneration, achievement of each of the considered criteria according to the 4
reflects on the one hand the desire of the Board of Directors to context and their importance for the Group.
recognize the performance of its Chief Executive Officer in the
definition and implementation of the strategic plan, the The amount of variable annual target remuneration (when 100%
reorganization and restructuring of the Group as well as in the of the quantifiable and qualitative criteria are met) set for the
renegotiation of the debt. Her considerable efforts have made it Chief Executive Officer is expressed as a percentage of the fixed
possible to initiate the transformation of the company focusing on part of the remuneration.
a technological model, asset light, resilient and agile through As an incentive to overperform on quantifiable criteria, the annual
cycles. On the other hand, this proposal also illustrates the desire variable remuneration program allows for the payment of
of the Board of Directors to retain and motivate its Chief Executive amounts in excess of the target remuneration. This mechanism
Officer for the years to come in order to carry out the new does not apply to qualitative criteria. Therefore, annual variable
strategic plan established for the next 3 years. The Board of remuneration may attain a maximum amount of 166.67% of the
Directors considers that an increase in the fixed compensation of fixed remuneration.
its Chief Executive Officer, after four years of maintaining the
same, would ensure its relative competitiveness and would Target objectives are not communicated for reasons of
represent a moderate change in the face of the projects confidentiality. Nevertheless, the rate of achievement of each of
accomplished and the challenges ahead. Following this increase, the criteria is communicated a posteriori.
Sophie ZURQUIYAH's annual fixed remuneration and short-term The indicators set each year by the Board of Directors for the
variable compensation would be positioned at the median (+3%) of Chief Executive Officer apply to all Group employees in order to
the reference market, while her long-term compensation ensure consistency between the variable remuneration policy for
(granted and vested since 2018) remains well below the market. the Chief Executive Officer, senior executives and, more generally,
iii. Annual variable remuneration other Group employees.

Methods of determination Performance criteria evaluation method

The Chief Executive Officer is eligible to participate in the GPIP The performance evaluation for the Chief Executive Officer
short term incentive program (described in section 4.2.1.1.a) of regarding the qualitative criteria defined by non-financial
this Document). objectives is carried out by the Appointment, Remuneration and
Governance Committee. The level of achievement of the criteria is
The Board of Directors and the Appointment, Remuneration and assessed in the presence of the Chairman who submits his
Governance Committee pay particular attention to ensuring that observations to the Committee.
the Chief Executive Officer’s annual variable remuneration policy
is aligned with Company performance and focused on creating To conclude, the Appointment, Remuneration and Governance
value in the long term (financial objectives) as well as the Group’s Committee shares its recommendations with the Board of
strategic priorities (extra-financial objectives). Directors in order for the latter to reach a decision.
The above criteria contribute to the objectives of the remuneration Terms of payment
policy by directly aligning executive remuneration with the The variable portion due in respect of a given financial year is
Group’s commercial strategy (via criteria related to Group determined by the Board of Directors approving the accounts for
governance, relationships with major clients and partners, the same financial year. Thus, in accordance with
promotion and development within the industry) and social Article L. 22‑10‑34, II of the Commercial Code, the payment of the
purpose (in particular via the criterion related to corporate social variable portion due in respect of the year 2022 will be subject to
and environmental responsibility), while encouraging operational the approval of the ex-post vote by the General Meeting called in
and financial performance. 2023 to approve the financial statements for the financial
In accordance with the AFEP-MEDEF Code, and in order to ensure year 2022. It shall be paid in the month following the validation of
that they are in line with the Company’s short-term strategy, the this payment by the General Meeting.
criteria for annual variable remuneration are reviewed by the There is no possibility for the Company to claim back the annual
Board of Directors every year, without necessarily being modified. variable remuneration and there are no other possible deferral
The variable annual remuneration of the Chief Executive Officer is periods.
broken down into two parts:
● the first part is based on quantifiable criteria (2/3);

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Appointment or termination of mandate progress in the structuring of new initiatives in connection with
In the event of the appointment or departure of the Chief the energy transition and digital transformation;
Executive Officer during the year, these same principles would ● the achievement of commercial and operational objectives
apply pro rata temporis for the period of office. with a strong focus on customer relations as well as technical
leadership and technological differenciation of the company;
However, in the event of an appointment during the second half of
the year, the performance assessment would be carried out at the ● the company organization and its employees targeting
discretion of the Board of Directors on a recommendation from talents, and key successions' management, employee
the Appointment, Remuneration and Governance Committee. engagement, and company attractiveness through an
appealing employee value proposition;
Objectives applicable to the annual variable remuneration ● the company's performance in terms of Environmental and
in 2022
Social responsability and Governance, and the consolidation
For the 2022 financial year, during the meeting held on March 3, and development of new initiatives related to the energy
2022, the Board of Directors has decided not to modify the annual transition. This area includes environment, health & safety,
variable remuneration system applicable to the Chief Executive ethics, diversity and inclusion objectives;
Officer and has determined the structure of the annual variable
remuneration of Sophie ZURQUIYAH and the applicable The variable remuneration target amount is set at 100% of the
objectives. fixed remuneration, split between 2/3 of financial objectives and 1/
3 of extra-financial objectives. Its maximum amount is set at
The Board of Directors defined the financial objectives in relation 166.67% of the fixed remuneration.
to the Group’s budgetary Objectives. The Extra-financial
objectives have been defined in relation with the annual priorities
of the Group and are based on:
● definition and implementation of the Group strategic and
financial plan towards 2024. It includes among others:

Variable remuneration for the 2022 financial year breaks down as follows:

Target Maximum
As a % of fixed On a basis As a % of fixed On a basis
Indicator remuneration of 100 remuneration of 100
Financial objectives 66.67% 66.67% 133.33% 80.00%
Group net cash flow 16.67% 16.67% 33.33% 20.00%
EBITDA free assets 16.67% 16.67% 33.33% 20.00%
Group external turnover 16.67% 16.67% 33.33% 20.00%
Operating income 16.67% 16.67% 33.33% 20.00%
Non Financial objectives 33.33% 33.33% 33.33% 20.00%
Group strategic and financial plans management 10.00% 10.00% 10.00% 6.00%
Business and Operations performance management 10.00% 10.00% 10.00% 6.00%
Organization and human resources management 3.33% 3.33% 3.33% 2.00%
ESG/HSE/Sustainable Development 10.00% 10.00% 10.00% 6.00%
OBJECTIVES TOTAL 100.00% 100.00% 166.67% 100.00%

In order to take into account the economic consequences resulting v. Exceptional remuneration
from exceptional circumstances, the Board of Directors may, No exceptional remuneration may be granted to the Chief
after consultation with the Appointment, Remuneration and Executive Officer by the Board of Directors, except in very special
Governance Committee, modify the criteria and/or performance circumstances.
conditions of the annual variable remuneration. The Board will
justify these adjustments in detail in view of the impact on the In the event of the payment of exceptional remuneration, this will
Company’s performance and the economic consequences be justified and explained by the Board of Directors both in terms
resulting from these exceptional circumstances. of the determination criteria and the amounts awarded.
iv. Remuneration allocated to the Directors In any case, the exceptional remuneration could not exceed 150%
of the Chief Executive Officer’s fixed remuneration.
The Chief Executive Officer, who would also be a Director of the
Company, does not receive any remuneration allocated to the In accordance with Article L.  22-10-34,  II of the French
Directors. Commercial Code, payment of such exceptional remuneration
would be subject to the approval of the ex-post vote by the
General Meeting convened to approve the financial statements for
the previous financial year.

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vi. Other short-term remuneration components Benefits in kind
Social protection plans The Chief Executive Officer may receive a benefit in kind related to
the allocation of a company car.
The Chief Executive Officer may benefit from the social protection
plans set up for the Group’s employees. For the 2022 financial year, Sophie ZURQUIYAH will benefit, as
in 2021, from the social protection plans applicable to the Group’s
Consequently, the Chief Executive Officer may benefit from an
employees, from an international medical insurance susbscribed
insurance plan covering death and disability risks.
by CGG Services (U.S.) Inc. of which the annual amount payable by
For the 2022 financial year, this coverage will continue to be the Company is estimated at €28,993 and from a company car
provided by the insurance policy subscribed with SwissLife. which may not give rise to a benefit in kind in excess of €11,880.
Benefits are calculated on the basis of the contribution base vii. Multi-year variable remuneration
consisting of gross annual remuneration.
The Board of Directors has decided not to use a long-term
This plan is capped and guarantees: variable remuneration mechanism to be paid in cash, preferring to
● the payment of temporary incapacity and 2  category invalidity
nd align the remuneration of the Chief Executive Officer with the
benefits up to a maximum amount of €119,295 per year in interests of the shareholders by favoring equity instruments,
addition to social security payments; which helps ensure that the remuneration policy respects the
corporate interest.
● the risk of death according to several options at the 4
beneficiary’s choice, the maximum amount of which is set at However, it is specified that this type of remuneration could be
32 PASS in case of accidental death; considered in the event of regulatory changes or circumstances
that would make the use of equity instruments restrictive or
● the payment of a spouse’s pension, if applicable.
impossible. In this case, the principles and criteria described for
The benefit limits are set by the insurance contract and depend on share-based plans will be incorporated in the structuring of such
the marital status at the time of death and the option chosen by multi-annual remuneration by adapting the terms and conditions.
the beneficiaries.
viii. Long-term remuneration
Premiums are calculated in reference to the plafond annuel de
The Board of Directors, on the recommendation of the
sécurité sociale [Annual Social Security Ceiling] (PASS) and are
Appointment, Remuneration and Governance Committee and with
set for the year 2022 at:
the authorization of the General Meeting, grants the Chief
● tranche A –  up to 100% of the PASS: 0.23% beneficiary Executive Officer long-term remuneration which may take the
premiums and 1.14% company premiums; form, in particular, of stock options covered by Articles L. 225-177
● tranche B –  between 100% and 400% of the PASS: 1.52% et seq. and L. 22-10-56 et seq. of the French Commercial Code or
beneficiary premiums and 1.57% company premiums; performance shares covered by Articles L. 225-197-1 et seq. and
L. 22-10-59 et seq. of the French Commercial Code, or any other
● tranche C –  between 400% and 800% of the PASS: 0.13%
plan linked to the growth of the share.
beneficiary premiums and 0.51% company premiums.
The long-term remuneration instruments implemented by the
The Chief Executive Officer may also benefit from medical
Company contribute to the objective of the remuneration policy by
coverage covering medical fees.
rewarding executives’ loyalty and by linking executive corporate
For the 2022 financial year, this coverage will continue to be officer remuneration to shareholder interests and more globally
provided via an insurance policy subscribed with SwissLife. to the Company’s corporate purpose. This policy enables the
Company to reward long-term value creation for the Company,
Premiums are calculated in reference to the plafond annuel de ensuring its sustainability.
sécurité sociale [Annual Social Security Ceiling] (PASS) and are
set for the year 2022 at: In addition, these plans are not reserved solely for the Group’s
● a set monthly fee of €33.40 at the expense of the beneficiary
managers; they may also benefit employees who have contributed
and €33.40 at the expense of the Company; to the Group’s performance or who have strong potential for
development within the Group. As a result, the long-term
● on top of which premiums are paid proportionally to earnings:
remuneration policy addresses the objectives to attract and retain
tranches A and B: up to 400% of the PASS: 0.52% at the talents included in the Group remuneration policy.
expense of the beneficiary and 0.52% at the expense of the
company. As a rule, grants are made annually in the first half of the year
after the closing of the accounts for the previous financial year in
Premiums are paid on the beneficiary’s gross annual the form of stock-options and/or performance shares.
remuneration.
No discount is applied when stock-options are granted or
Premium amount and associated coverage are reviewed yearly, acquired. The purchase price is at least equal to the average share
without necessarily being modified. price over the twenty trading days preceding the Board’s decision.
The above insurance contracts can be terminated by following The implementation of these plans is subject to performance and
standard legal procedure. attendance conditions for Group executives. Thus, the Chief
International medical insurance
Executive Officer may benefit from a stock options and
performance shares plan subject to the fulfilment of performance
Because of his/her frequent trips abroad, the Chief Executive conditions in respect of the following years, with an acquisition
Officer may benefit from an international medical insurance period of at least three years.
policy.

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The target of the total allocation linked to long-term remuneration growth of the comparison panel which allows the definitive
in shares and options is equal to 100% of the Chief Executive acquisition of 75% of the options under this condition.
Officer’s fixed remuneration, without being able to exceed a ceiling
of 150% of this same fixed remuneration. For free share allocation and stock option plans:
● financial criteria linked to the group's long-term budgetary
As for the remuneration policy approved by the General Meeting objectives: these may include, in particular   but not limited to,
held on May  12, 2021 for the 2021 financial year, it has been objectives in terms of EBITDA, ratio of net debt to EBITDAs,
proposed for the 2022 financial year to maintain the requirements revenue and/or or the group's operating profit;
to provide detailed justifications in the case of a decision to
● an Environmental, Social and Governance performance
maintain long-term remuneration in the event of the Chief
Executive Officer’s departure. condition built around different families of criteria which may
include:
In accordance with the provisions of the AFEP-MEDEF Code, in the ● Social: including but not limited to objectives of diversity and
event of exceptional circumstances, the performance conditions commitment of the group's employees,
may be modified during the period in question. In this case, these
● Safety: including but not limited to the rate of incidents,
amendments shall be made public after the meeting of the Board
of Directors that adopted them. Changes in performance ● Environmental: including but not limited to demanding
conditions must maintain the alignment of the interests of objectives in terms of reducing greenhouse gas emissions,
shareholders and beneficiaries. In the event of the departure of increasing energy efficiency (Power Usage Efficiency) and
Executive Directors before the expiry of the period provided for the the level of use of renewable energy.
performance conditions assessment, the Board of Directors will
decide whether to maintain all or part of their long-term For these last two criteria, threshold to trigger the vesting is 100%
remuneration. Its decision will be duly justified if this achievement of the objectives which allows the definitive
remuneration is maintained or paid. acquisition of 100%   of the options and shares under these
conditions.
In the event of retirement, stock-options and/or performance
shares in the process of acquisition will be reduced in proportion The maximum vesting rate for each performance criteria family
to the time spent in service over the acquisition period and the may not exceed 100% of the share of the criteria family. Thus, the
beneficiary will remain subject to all the provisions of the plans. maximum vesting rate may not exceed 100% of the total
allocation.
The Board of Directors determines the minimum number of
registered shares resulting from the allocations that the Chief The target of the total allocation linked to long-term remuneration
Executive Officer must keep until the end of his term of office. In in shares and options is equal to 100% of the fixed remuneration
addition, the Chief Executive Officer must, as a Director of the of the Chief Executive Officer, without being able to exceed a
Company, hold 20,000 (twenty thousand) shares in the Company. ceiling of 150% of this same fixed remuneration.
The combination of these obligations will enable the Chief As for the remuneration policy approved by the General Meeting
Executive Officer to hold a significant number of securities. held on May 12, 2021 for the 2021 financial year, a modification to
The obligation to keep in registered form shares resulting from the remuneration policy is proposed for the 2022 financial year
the allocation of performance shares and the exercise of stock- relating to the possibility of reducing the number of shares
options granted applies until the value of all the shares retained in allocated to the Chief Executive Officer under the long-term
registered form represents two years of fixed and variable annual remuneration plan in the event of circumstances which would
cash remuneration. Above this threshold, the retention make the use of equity instruments constraining.
obligations no longer apply. Thus, in order to take into account the impact of a low share price
on the valuation of the long-term remuneration awarded, and in
Allocation for the 2022 financial year
view of the allocation envelope voted constrained by the effects of
For the 2022 financial year, subject to the approval of the 2022 dilution, the Board of Directors may decide to award the Chief
General Meeting, the Board of Directors intends to maintain the Executive Officer a number of shares whose overall valuation will
same long-term remuneration policy applicable to corporate be lower than the target of the remuneration policy.
officers as in 2021 based on a mix of stock options and
performance shares; while integrating new performance criteria in It should be noted that the long-term remuneration of the Chief
line with the expectations of the various stakeholders and the Executive Officer has been positioned, for several years, below the
company's strategy. These grants will be subject to a vesting median of companies in the comparison panel used for the
period of at least three  years and to demanding performance positioning benchmark on the French market. In 2021, the Chief
conditions. Executive Officer’s allocation is in the low end of the first
distribution quartile of the Group’s reference market.
The performance conditions precisely defined by the Board of
Directors will include: ix. Supplementary pension plans
For the stock options plan: a condition of relative stock market Defined contribution pension plan (Article 83 of the CGI (Code
général des impôts [General Tax Code]))
performance of the Group compared to a panel of peers, which
will be composed of competitors of CGG mainly operating in the In order to enable the Group’s senior executives to supplement
field of oil exploration and related fiels, defined by the board of the level of pension paid by the mandatory French pension plans,
Directors. Work to define this panel is in progress and the details a supplementary funded collective pension plan has been put in
of the panel will be published in the ex post vote. On this criterion, place since January 1, 2005.
the threshold to trigger the acquisition is 100% of the median
The Chief Executive Officer benefits from this pension plan.

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This plan is capped as such and calculated with reference to the the Chief Executive Officer may be entitled as a result of the
plafond annuel de sécurité sociale [Annual Social Security Ceiling] termination of his corporate office, in particular, the indemnity
(PASS): likely to be paid under the Chief Executive Officer’s non-compete
● tranche A –  up to 100% of the PASS: 0.5% beneficiary
commitment. The total amount of the contractual termination
contribution and 1% company contribution; indemnity is therefore capped at 200% of the annual reference
remuneration.
● tranche B –  above 100% of the PASS and up to 400% of the
PASS: 2% beneficiary contribution and 3% company The annual reference remuneration is exclusively comprised of
contribution; the annual fixed remuneration paid over the 12-month period prior
● tranche C –  above 400% of the PASS and up to 800% of the
to the notice date, to which is added the annual average variable
PASS: 3.5% beneficiary contribution and 5% company remuneration due over the previous three  financial years before
contribution. date of departure or date of notice (if applicable).

The contribution base consists exclusively of the gross annual The aggregate of the contractual termination indemnity and the
remuneration for the year declared, the base salary, the annual non-compete indemnity may under no circumstances exceed
variable remuneration and the benefit in kind (car). This base 200% of the corporate officer’s Annual Reference remuneration. If
excludes, as a matter of principle, any other element of the aggregate amount exceeds that amount, the contractual
remuneration. termination indemnity will be reduced to the level of the
aforementioned cap. 4
Pension rights under this plan may be liquidated, at the earliest,
when the beneficiary has liquidated his pension rights under the No remuneration will be paid if the Chief Executive Officer is able
general social security scheme. to exercise his retirement rights at the time of his departure.

The above plan can be terminated by following standard legal The payment of the contractual termination indemnity is
procedure. contingent on achieving a performance condition. This
performance condition is defined by the Board of Directors, as the
For the 2022 financial year, Sophie ZURQUIYAH will benefit average rate of achievement of the objectives related to the Chief
from the above-mentioned defined contribution pension plan. The Executive Officer’s annual variable remuneration, as measured
estimated amount for the 2022 financial year is €20,774, of which over the three complete financial years prior to the date of the
€12,341 to be borne by the Company. Chief Executive Officer’s termination.
Alternative pension plan The above performance condition, derived from the achievement
of variable remuneration performance criteria, contributes to the
The Board of Directors may decide to set up an alternative
remuneration policy’s objectives by aligning the Chief Executive
retirement plan for the benefit of the Chief Executive Officer,
Officer’s remuneration with Group strategy and social purpose
giving preference to defined contribution plans or any other
while encouraging operational and financial performance.
similar mechanism, depending on legislative and regulatory
developments. The payment of the indemnity will be contingent upon the
recognition by the Board of Directors of the achievement of the
This plan would be subject to the fulfillment of demanding
above performance condition as appraised on the date of
performance conditions defined by the Board of Directors, in
termination, following the conditions contained in the applicable
accordance with the legislation in force and with the
legal framework.
recommendations of the AFEP-MEDEF Code to which the
Company refers. The terms of payment and the assessment of the performance
conditions of the indemnity comply with the recommendations of
x. Individual unemployment insurance the AFEP-MEDEF Code.
The Chief Executive Officer, not benefiting from an employment
contract, is not subject to common right legislation concerning Contractual termination indemnity in force
remuneration for unemployment when he/she loses his/her job. The Board of Directors meeting on April  26, 2018, following the
The Board of Directors may therefore authorize the Company's beginning of Sophie ZURQUIYAH's four-year term of office as
entering into a specific unemployment guarantee for the Chief Chief Executive Officer, also approved, for the duration of this
Executive Officer's benefit. term of office, the terms and conditions of the benefits granted to
Sophie ZURQUIYAH in the event of termination of her corporate
For the 2022 financial year, Sophie ZURQUIYAH will benefit office. This commitment was ratified by the Combined General
from individual unemployment insurance. The amount to be borne Meeting held on May 15, 2019.
by the Company is €11,261.
The Board of Directors meeting held on March 5, 2020 amended
xi. Contractual termination indemnity in the event the conditions of this commitment in order to comply with the
of departure from the Group provisions of the AFEP-MEDEF Code to which the Company
The Chief Executive Officer of the Company may benefit from a refers. It has the following characteristics:
contractual termination indemnity in the event of departure from ● Sophie ZURQUIYAH benefits from a contractual termination
the Group, the terms and conditions of which are defined by the indemnity in the event of dismissal, and in the event of non-
Board of Directors on a recommendation from the Appointment, renewal of her term of office within twelve months following a
Remuneration and Governance Committee. change of control, in the absence of any situation of failure
characterized by the non-achievement of the performance
The contractual termination indemnity may only be paid in the
conditions described below;
event of a forced departure (in the absence of serious or gross
misconduct). The amount of this indemnity is set as the difference ● no payment may be made in the event of serious or gross

between (i) a gross amount equal to 200% of the annual reference misconduct, regardless of the reason for departure.
remuneration of the corporate officer and (ii)  any sums to which

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The payment of the contractual termination indemnity will depend imperative financial remuneration in response to the restrictions
on the average rate of achievement of the objectives relating to incurred. However, the Board of Directors reserves the right to
the annual variable portion of Sophie ZURQUIYAH’s remuneration unilaterally renounce the enforcement of the non-compete
for the last three financial years ended prior to the departure date, commitment, at the date of termination of the Chief Executive
in accordance with the following rule: Officer at the latest, in which case the latter would be free from
● if the average achievement rate is less than 80%, no
any non-compete commitments and no related financial
contractual termination indemnity will be paid; remuneration would be owed on that basis.
● if the average achievement rate is equal to or greater than 80% Non-compete commitment in force
and less than 90%, the contractual termination indemnity will
At its meeting of April 26, 2018, the Board of Directors approved,
be due at 50% of its amount;
in accordance with the procedure applicable to regulated
● if the average achievement rate is equal to or greater than 90%, agreements and provided for in Articles L.  225-38 et  seq. of the
the contractual termination indemnity will be due on a French Commercial Code and the articles of the same Code
straight-line basis between 90% and 100% of its amount. applicable to “listed” companies (Articles L.  22-10-1 et  seq.), the
signing of a non-compete commitment between the Company and
This amendment was ratified by the Combined General Meeting
Sophie ZURQUIYAH. This commitment was ratified by the
held on June 16, 2020.
Combined General Meeting held on May 15, 2019.
This contractual termination indemnity will be equal to the
In accordance with the decision of the Board of Directors on
difference between (i)  a gross amount capped at 200% of the
December  11, 2019, this commitment has been amended, in
Annual Reference Remuneration and including all sums of any
particular in order to comply with the provisions of Order
nature whatsoever, and on any basis whatsoever, to which Sophie
no. 2019-1234 of November 27, 2019 and the decree of the same
ZURQUIYAH may be entitled as a result of the termination, and
date issued for its application. The indemnity will now be paid in
(ii)  all sums to which she may be entitled as  a  result of the
instalments and will not be paid if the person concerned claims
implementation of the non-compete commitment.
his/her pension rights and, in any event, beyond the age of 65. This
The aggregate of the contractual termination indemnity and the amendment was ratified by the Combined General Meeting held
non-compete indemnity may under no circumstances exceed on June 16, 2020.
200% of the corporate officer’s Annual Reference remuneration.
This commitment applies to activities involving services for the
Should the combined amount of the two benefits be greater, the
acquisition, processing or interpretation of geophysical data, or
contractual indemnity would be reduced to the level of this cap.
the supply of equipment or products designed for the acquisition,
It is specified that the Board of Directors must acknowledge, prior processing or interpretation of geophysical data, and involving the
to the payment of the contractual termination indemnity, (i)  that contribution of the person concerned to projects or activities in the
the performance conditions described above have been met and same field as those in which Sophie ZURQUIYAH has participated
(ii)  that the contractual termination indemnity complies with the within the CGG group.
recommendations of the AFEP-MEDEF Code in force at the date
In consideration for this commitment for a period of 18  months
of the departure of the person concerned.
from the date of Sophie ZURQUIYAH’s departure from the Group,
xii. Non-compete commitment she would receive a remuneration corresponding to 100% of her
Annual Reference Remuneration.
In order to protect the Group’s interests in the event of the
departure of certain senior executives, including the Chief The annual reference remuneration is exclusively comprised of
Executive Officer, the Company provides for the application of the annual fixed remuneration paid over the 12-month period prior
non-compete commitments. to the notice date, to which is added the annual average variable
remuneration due over the previous three financial years before
This commitment applies to activities involving the acquisition, the date of departure or the date of notice (if applicable).
processing or interpretation of geophysical data, or the provision
of equipment or products designed for the acquisition, processing xiii. Indemnity for starting the position
or interpretation of geophysical data, and involving the individual’s
The Board of Directors may, if applicable grant an indemnity for
contribution to projects or activities in the same field as those in
starting the position to a new Chief Executive Officer coming from
which he or she participated within the CGG group.
a company outside the Group in accordance with the AFEP-
In consideration for this commitment for a term defined when the MEDEF recommendations. The payment of this indemnity, which
agreement is entered into, the Chief Executive Officer receives may take different forms, is limited to compensating for the loss
remuneration corresponding to a percentage of his/her annual of the benefits enjoyed by the executive and must be duly
reference remuneration. For the determination of these elements, substantiated.
the Company refers to the recommendations of the AFEP-MEDEF
Code and also provides for a stipulation authorizing the Board of xiv. Remuneration allocated for the office of Director
Directors to waive the implementation of the clause upon the The Chief Executive Officer does not receive any compensation in
beneficiary’s departure. the event of the accumulation of a directorship in accordance with
the remuneration policy applicable to directors in 2022 presented
The indemnity shall be paid in instalments and shall not be
in section 4.2.1.2.c) of this Document.
payable when the person concerned claims his/her pension rights
and, in any event, beyond the age of 65 years. For the 2022 financial year, Sophie ZURQUIYAH will not receive
any compensation for her directorship.
The non-compete commitment exists for the protection of the
Group’s interest, and the non-compete indemnity fulfils the

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c) Remuneration policy applicable to Directors each Director in order to respect and not exceed such maximum
in 2022 amount.

a. Directors iii. Specific rules applicable to the Chairman of the Board,

the Chief Executive Officer and the Director(s)
The composition of the Board of Directors as well as information
representing the employees
relating to the beginning of office, renewal and end of individual
terms of office of each director, are presented in the summary Chairman of the Boards of Directors
table in section 4.1.3.1 of this Document. The Chairman of the Board receives:
The Directors are appointed for a four-year term in accordance ● a fixed remuneration in his capacity as Director, as well as a
with the Company's articles of association. travel indemnity (if applicable), as set out in the table
below; and
b. Allocation rules applicable to the Directors’
● a fixed remuneration in his capacity as Chairman of the Board
remuneration
of Directors as described in section 4.2.1.2.a) of this Document.
i. Maximum annual remuneration for Directors proposed
at the General Meeting Chief Executive Officer
The General Meeting held on June 16, 2020 approved an amount The Chief Executive Officer, who would also be a Director of the
of €550,000 of as aggregate annual remuneration of the 4
Company, does not receive any Directors’ fees nor travel
Directors. This total maximum remuneration remains unchanged indemnity. The various remuneration components of the Chief
for 2022 financial year in the absence of a new decision of the Executive Officer are as described in section  4.2.1.2.b) of this
General Meeting. Document.
ii. General distribution rules Director representing the employees
The total amount of Directors’ fees, as approved by the General The Director representing the employees, appointed pursuant to
Meeting, is divided into a fixed component based on the function Article 8 of the Company’s articles of association, does not receive
and a variable component for meeting attendance, as well as a any remuneration pursuant to his office as Director nor travel
fixed indemnity per trip for Directors travelling from abroad. The indemnity. He receives a salary pursuant to the employment
variable remuneration based on the attendance at Board and agreement he entered into with the Company or any of its
Committee meetings has a higher weight in the total envelope affiliates.
compared to the fixed remuneration based on the function in
accordance with the AFEP-MEDEF Code's recommendation (21.1). c. Amounts to be applied in 2022
The total amount paid to each Director is determined after taking For the 2022 financial year, based on the recommendations of the
into account the actual attendance at each Board and Board Appointment, Remuneration and Governance Committee and
Committee meetings, knowing that for the purpose of calculating subject to the approval by the shareholders in the General
the remuneration, a strategy meeting will be assimilated to a Meeting to be held in 2022, the rules proposed will be broken
Board of Directors’ meeting. In case the final aggregate amount to down as follows, based on the number of Directors in office and
be paid to the Directors reaches the maximum amount approved the number of meetings expected to be held in the calendar year:
by the General Meeting, a pro rata calculation shall be done for

FIXED REMUNERATION (FOR AN ENTIRE FINANCIAL YEAR) BASED ON THE FUNCTION

Fixed remuneration
Chairman of the Board €70,000
Director  (a)
€10,500
Chairman of the Audit and Risk Management Committee  (a)
€12,000
Member of the Audit and Risk Management Committee (a) €6,000
Chairman of any Board Committee other than the Audit and Risk Management Committee  (a)
€6,000
Member of any Board Committee other than the Audit and Risk Management Committee  (a)
€3,000
(a) Chief Executive Officer, Director representing the employees and the Chairman of the Board of Directors excluded.

The fixed remuneration of any Director appointed in the course of the year will be calculated on a prorata temporis basis.

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VARIABLE REMUNERATION BASED ON ATTENDANCE AT BOARD AND BOARD COMMITTEE MEETINGS (a)

Variable remuneration
Attendance at an ordinary Board meeting (b)
€3,600
Attendance at an ordinary Board Committee meeting €2,000
Attendance at an exceptional Board meeting (c)
€1,800
Attendance at an exceptional Board Committee meeting €1,000
Attendance at a Board Committee follow-up call (d)
€0
Attendance at a Board Committee meeting as a guest €0
(a) Chief Executive Officer, Director representing the employees and Chairman of the Board of Directors excluded.
(b) An ordinary meeting is a meeting that was scheduled in the annual calendar as approved by the Board during the previous financial year. Strategy meetings
scheduled in the annual calendar are considered as ordinary meetings.
(c) An exceptional meeting is a meeting that was not scheduled in the annual calendar as approved by the Board during the previous financial year. It is convened in
principle in order to obtain Board's approval or Board Committee's recommendation of the Committee on specific matters.
(d) A Board Committee follow-up call aims to keep the Directors informed of subjects dealt with during the ordinary or exceptional Board Committee meetings.

Compared to the remuneration policy approved by the General ● a slight rounding up of the variable fee per meeting.
Meeting held on May 12, 2021, and applicable to the financial year
2021, the policy has been revised for 2022 as follows : The above changes in the weight of the remuneration elements of
the policy shall have no impact on the total annual envelope,
● reallocation of the respective proportion of fixed and variable
which continues to be capped at €550,000 and remains
remuneration to align with market practice, i.e. one-third fixed unchanged since 2020.
& two-thirds variable, resulting in:
● an increase of the fixed remuneration part (except for the
Chairman of the Board of Directors, whose fixed
remuneration remains unchanged) and;

TRAVEL INDEMNITY, IRRESPECTIVE OF THE DIRECTOR’S NATIONALITY (a)

Travel indemnity
Intercontinental travel €2,000
Travel within the same continent €500
(a) Chief Executive Officer and the Director representing the employees excluded.

This travel indemnity will apply to any travel for a Board meeting. Director and Chief Executive Officer
For the 2022 financial year, Sophie ZURQUIYAH will not benefit
d. Stock options and performance shares from any remuneration pursuant to her office as Director, but she
Pursuant to applicable law, Directors, except the Chief Executive will benefit from a remuneration in her capacity as Chief Executive
Officer and the Director(s) representing the employees, are not Officer in accordance with the remuneration policy applicable to
entitled to receive stock options and/or performance shares of the corporate officers described above.
Company.
Director representing the employees
e. Expenses For the 2022 financial year, in accordance with the remuneration
Travel expenses incurred by reason of the attendance to Board policy applicable to corporate officers described above, Patrick
and Board Committee meetings are reimbursed by the Company. CHOUPIN will not receive any remuneration pursuant to his office
as Director. He will receive a salary pursuant to the employment
f. Allocation of the annual fixed amount allocated agreement he entered into with Sercel, a wholly owned subsidiary
to each Director for 2022 of the Company.
Director and Chairman of the Board of Diretors Other non-executive Directors
For the 2022 financial year, Philippe  SALLE will benefit from a For the 2022 financial year and pursuant to their respective office
fixed amount of Directors’ fees and from a fixed remuneration as Director, Michael DALY, Anne-France LACLIDE-DROUIN, Helen
pursuant to his position as Chairman of the Board of Directors, in LEE BOUYGUES, Colette LEWINER, Heidi PETERSEN and Mario
accordance with the remuneration policy applicable to corporate RUSCEV will benefit from a remuneration in accordance with the
officers described above. remuneration policy applicable to corporate officers described
above.

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4.2.2 Global remuneration of corporate officers in 2021
4.2.2.1 Information relating to each corporate officer

A. Total annual remuneration of the Chairman Commercial Code, payment of the remuneration provided for in
of the Board of Directors for the 2021 financial the first paragraph of Article L.  225-45 and in the
year Article  L.  22‑10‑14 of the aforementioned Code has not been
suspended.
a. Consideration of the last vote of the General Meeting
iii. Other short-term remuneration elements
The General Meeting on May  12, 2021 approved resolution no.  9
regarding the information provided for in Article L. 22-10-9 of the Social protection schemes
French Commercial Code and relating to the remuneration paid or The Board of Directors, at its meeting on April  26, 2018,
allocated to corporate officers for the financial year ended authorized, in accordance with the procedure applicable to
December 31, 2020. regulated greements and provided for in Articles L. 225-38 et seq.
In light of this positive vote, the Company has maintained, in 2022, of the French Commercial Code and the articles of the same Code
the practices applied to the remuneration of corporate officers in applicable to “listed” companies (Articles L.  22-10-1 et  seq.), the 4
2021 (notably remuneration policy and information). The proposed extension of the general compulsory provident and health care
adjustments listed in section 4.2.1.1.d) of this Document will be plan of the Group applicable to all employees, to Philippe SALLE,
submitted to the vote during the 2022 General Meeting. Chairman of the Board of Directors. For 2021, the amount
corresponding to the expense borne by the Company under this
b. Compliance of the remuneration paid plan represents €750 for Philippe SALLE.
with the remuneration policy This commitment was ratified by the General Meeting held on
The remuneration paid to the Chairman of the Board of Directors May 15, 2019.
complies with the principles and criteria for determining,
Benefits in kind
distributing and allocating the elements of fixed, variable, and
exceptional remuneration and all benefits of all kinds attributable Philippe SALLE did not benefit from any benefit in kind (including
to the Chairman of the Board of Directors approved by the General company car) during 2021 financial year.
Meeting held on May  12, 2021 and applicable for the 2021
financial year. iv. Other forms of remuneration
The Chairman of the Board of Directors did not receive any other
For the 2021 financial year, the Company did not depart from nor
form of remuneration. In particular, he did not receive:
make any exception to the procedure for implementing the
remuneration policy. ● any annual or multi-annual variable remuneration;

● any stock-options;
c. Total remuneration and benefits of any kind ● any performance shares.
The gross remuneration amounts paid by the Company and the
controlled companies to Philippe  SALLE for 2020 and 2021 The Chairman of the Board of Directors did not benefit from any
financial years are shown in the table below. retirement benefits, non-compete indemnities or contractual
termination indemnities.
i. Fixed Remuneration
d. Remuneration paid by a company within the scope
The table below presents the gross fixed remuneration of the of consolidation
Chairman of the Board of Directors and how it has changed:
The Chairman of the Board of Directors did not receive any
2020-2021 remuneration paid by the companies included in the scope of
2020 2021 variation consolidation of the Company.

Philippe SALLE, e. Respective importance of remuneration elements

Chairman of the
Board of Directors €170,000 €170,000 0% The Chairman of the Board received only fixed elements to the
exclusion of any variable or exceptional remuneration.

The fixed remuneration of the Chairman of the Board of Directors f. Equity/Pay ratio
on an annual basis remained unchanged compared to 2020. (Pursuant to Article L.  22-10-9, 6o and 7o of the French
Commercial Code)
ii. Annual fixed remuneration allocated to Directors The table below presents the median and average ratios of the
overall remuneration of the Chairman of the Board of Directors, in
In accordance with the remuneration policy applicable to the accordance with the recommendation of the AFEP-MEDEF Code
Board of Directors as approved by the General Meeting on May 12, to which the Company refers. The ratio was calculated on the
2021, Philippe  SALLE received a remuneration amounting to basis of the legal requirement, i.e. the top holding company
€72,000 for financial year 2021 (including €2,000 of travel CGG  SA. Taking into account the small number of employees in
indemnity) for his office as director. The fixed amount of €70,000 that company, which does not allow disclosure of representative
remained unchanged compared to 2020. data, the ratio was also calculated on the basis of Group’s scope
As the Board of Directors is composed in compliance with the of consolidation in France (CGG  SA, CGG Services  SAS and
provisions of Articles L.  225-18-1 and L.  22-10-3 of the French Sercel SAS).

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These two ratios have been calculated on the basis of the gross In the interest of consistency, employees’ remuneration considers
fiscal remuneration (rémunération brute fiscale) as defined in the same following items paid in 2021:
Article L. 136 et seq. of the French Social Security Code, including ● fixed remuneration;
the following main elements paid in 2021:
● variable remuneration;
● fixed remuneration;
● exceptional remuneration;
● variable remuneration;
● profit-sharing and participation;
● exceptional remuneration;
● benefits in kind;
● profit-sharing and participation;
● employer contributions paid in respect of defined contribution
● benefits in kind;
plans paid in respect of the financial year 2021.
● employer contributions paid in respect of defined contribution
plans paid in respect of the financial year 2021. The options and performance shares vested during the 2021(1)
financial year and valued under IFRS 2 have been added to the
The options and performance shares vested during the 2021(1) gross fiscal remuneration.
financial year and valued under IFRS 2 have been added to the
gross fiscal remuneration. The above principles have been applied in the same way as in
previous years.

EQUITY/PAY RATIO BETWEEN THE LEVEL OF REMUNERATION OF THE CHAIRMAN OF THE BOARD OF DIRECTORS AND THE AVERAGE
AND MEDIAN REMUNERATION OF THE EMPLOYEES OF THE SCOPE

The scope taken into account is that of the Group’s employees located in France, including CGG SA, CGG Services SAS and Sercel SAS.

2017 2018 (a) 2019 (b) 2020 2021

Remuneration of the Chairman of the Board of Directors (in €)
Rémi Dorval (a) 170,810 170,810 n.a. n.a. n.a.
Philippe Salle n.a. n.a. 240,000 240,000 240,000
(evolution compared to the previous financial year) (4.1)% 0.0% 40.5% 0.0% 0.0%
Ratio gross salary of the Chairman/median gross salary employees of the
Group in France 3.3 3.1 4.6 4.8 4.6
(evolution compared to the previous financial year) (5.6)% (6.6)% 47.9% 4.1% (4.2)%
Ratio gross salary of the Chairman/average gross salary employees
of the Group in France 2.8 2.7 3.8 4.0 4,0
(evolution compared to the previous financial year) (5.8)% (5.7)% 41.7% 6.7% (1.1)%
Ratio gross salary of the Chairman/median gross salary of CGG SA
employees (b) 2.0 2.0 0.7 1.1 0.9
(evolution compared to the previous financial year) (10.1)% (1.1)% (62.0)% 49.0% (17.1)%
Ratio gross salary of the Chairman/average gross salary of CGG SA
employees (b) 1.0 0.9 0.8 0.9 1.0
(evolution compared to the previous financial year) (5.4)% (7.4)% (14.8)% 18.3% 5.3%
Company’s performance
Segment EBITDA (in MUS$) (IFRS restated 2017-2021) 434 556 721 360 344
(a) 2018 Chairman (Rémi Dorval) Fixed remuneration is annualized.
(b) CGG SA’s headcount decreased from 28 employees in 2018 to 14 employees in 2019.

In the event of a change in leadership during the year, it is specified that the remuneration taken into account for the table above is the
one paid for the position.

(1) For the sake of precision, only options (“Options”) and shares subject to performance conditions (“Performance shares”) definitively vested during the year have
been valued. As such, this equity/pay ratio does not include Options and Performance Shares which have not yet definitively vested due to the application of the
various vesting periods,  or have not definitively vested due to the non-achievement of the performance conditions governing their definitive award. This
methodology differs from that used to calculate the equity ratio published in April  2020, which considered all of the Options and Performance Shares initially
granted, thus representing a valuation of potential benefits that may not ultimately vest.

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B. Total annual remuneration of the Chief Executive Officer for the 2021 financial year
a. Consideration of the last vote of the General Meeting Details of the structure of the objectives set and their level of
achievement noted by the Board of Directors’ meeting on March 3,
The General Meeting held on May 12, 2021 approved resolution
2022, are set out below.
no. 9 concerning the information provided for in Article L. 22-10-9
of the French Commercial Code and relating to the remuneration I. The quantifiable criteria (financial objectives), based on the
paid or allocated to corporate officers for the financial year ended achievement of the Group’s budgetary objectives, are as follows:
December 31, 2020. ● Net Cash Flow of the Group (weighting of 25% on the financial

In light of this positive vote, the Company has maintained, in 2022, portion);
the practices applied to the remuneration of corporate officers in ● EBITDA free assets (weighting of 25% on the financial portion);
2021 (notably remuneration policy and information). The proposed
● the Group’s external sales (weighting of 25% on the financial
adjustments listed in section 4.2.1.1.d) of this Document will be
portion); and
submitted to the vote during the 2022 General Meeting.
● operating income (weighting of 25% on the financial portion).

b. Compliance of the remuneration paid The minimum payment for each of the criteria is subject to a 70%
with the remuneration policy achievement threshold for each objective. Depending on the
The remuneration paid to the Chief Executive Officer complies objective’s achievement rate for each criterion, the payment may 4
with the principles and criteria for determining, distributing and be increased up to 200% of the target amount associated with the
allocating the elements of fixed, variable, and exceptional considered criterion.
remuneration and all benefits of all kind attributable to the Chief
Executive Officer approved by the General Meeting held on May → For financial year 2021, taking into account the Group’s
12, 2021 and applicable for the 2021 financial year. financial performance and the achievement of its financial
objectives, the financial portion of the variable annual
The remuneration paid to the Chief Executive Officer complies remuneration amounted to 90.20% of the total variable
with the long-term financial and extra-financial performance remuneration target. Details of the calculation of the objectives’
objectives of the Company. achievement are summarized in the summary table below.
For the 2021 financial year, the Company did not depart from nor II. The qualitative criteria (extra-financial objectives) are
make any exception to from the procedure for implementing the targeted on:
remuneration policy.
A. Management of the Group's strategic plans (40% weighting
c. Total remuneration and benefits of any kind on the extra-financial portion)

i. Fixed remuneration 40% of the qualitative objectives relate to the implementation of

the Group's strategic and financial plan as well as the preparation
The below table presents the fixed remuneration of the Chief of the 2024 group strategic plan. These are specific objectives,
Executive Officer and how it has changed: managed through indicators whose detailed criteria are
confidential. They include criteria related to the refinancing of the
2020-2021 group's debt, the transformation and new technological
2020 2021 variation positioning of the group as well as objectives related to the
Sophie development of the 2024 new strategic plan for the Group.
ZURQUIYAH, → For financial year 2021, the objectives relating to the
Chief Executive management of the group's strategic plans were 100% achieved.
Officer €630,000 €630,000 0% The performance assessment is based on the following main
achievements: the continued implementation of the CGG 2021
strategy and the definition of the 2022-2024 group strategic plan,
The fixed remuneration of the Chief Executive Officer on an annual the acceleration of the transformation towards a more
basis remained unchanged compared to 2020. technological positioning through new initiatives and their
ii. Annual variable remuneration communication via a new brand positioning and finally the
refinancing of the Group's debt.
The annual variable remuneration of Sophie ZURQUIYAH, Chief
Executive Officer, is based on financial objectives, representing B. Organization and management of Human Resources
two thirds of variable remuneration, as well as on extra-financial (weighting of 20% of the extra-financial portion)
objectives, representing one third of variable remuneration. 20% of extra-financial objectives relate to organizational
Her target amount is set at 100% of her fixed remuneration and effectiveness, talent management, succession plans and diversity
the criteria for allocating the variable annual portion are of two and inclusion in the company. This objective includes the
types: deployment of a global diversity and inclusion plan with the
objective, among other things, of feminizing the technical and
● quantifiable criteria (financial objectives); and
managerial employee population. It also includes the
● qualitative criteria (extra-financial objectives). management of talents and key successions and the continued
simplification and streamlining of the Group's organization.
Finally, it is specified that in order to encourage financial
performance, the quantifiable (financial) objectives make it → For financial year 2021, the objectives relating to human
possible to reach a variable amount whose ceiling is set at resources and the Group's organization were 100% achieved.
166.67% of the fixed remuneration. Performance is assessed based on the following main
achievements: the company rolled out its diversity and inclusion
→ For financial year 2021, the structure of the variable
program, and increased the percentage of women in the highest
remuneration (performance criteria and conditions of
positions, in line with the commitment taken by the company. All
achievement) of Sophie ZURQUIYAH was determined by the Board
employees have been made aware of this initiative and concrete
of Directors at its meeting held on March 4, 2021.
actions have been implemented globally. Successions for key

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positions have been prepared and some of them successfully revenue lines linked to sustainable development and the energy
deployed in 2021. The implementation of the plan to simplify the transition within its industry. In addition, the objective is also to
organization of the company, particularly with regard to the work on its data centers' efficiency in order to reduce its carbon
support functions structure, has been finalized. Talent footprint and its greenhouse gas emissions.
management and succession plan processes were carried out
during the year and presented to the Board of Directors with a → For the financial year 2021, the objectives relating to Health,
strong focus on female promotion. Safety, Environment and Sustainable Development policies were
100% achieved. The Company's position in terms of Health and
C. Group operational performance (20% weighting of the extra- Safety progressed during the year with a remarkable
financial part) performance: no major incident is to be regretted in 2021. The
group continued the implementation of an environmental policy in
20% of the extra-financial objectives relate to maintaining the line with the energy transition with the reduction of its emissions
Group's operational performance through the consolidation and in 2021 and major investments that will allow the continuation of
development of relationships with the most important customers this dynamic in the future. Finally, the group progressed the
and the continued development of the Group's positioning as an structuring and development of new activities that are sources of
undisputed technical leader in Geoscience and Equipment. future income in connection with the energy transition.
→ For the financial year 2021, the objectives relating to the The variable portion linked to the qualitative criteria varies
Group's operational performance were 100% achieved. The between 0% and 100% of the target amount, or between 0% and a
performance evaluation is based on the following main third of the target variable remuneration (with no possibility of
achievements: the Chief Executive Officer continued to maintain outperformance on these criteria).
and develop special relationships with the Group's main
customers by meeting regularly with their top managers. In 2021, Each of the quantitative and qualitative criteria is weighted and a
customer feedback remained just as positive on the quality of the target and maximum weight are determined for each criteria.
work carried out and on the group's position as a leader in many
areas compared to its peers. In 2021, many projects were → For the 2021 financial year, considering the performance
assigned to CGG thanks to the exceptional work delivered by the achieved in relation to the extra-financial objectives, the extra-
teams, which enabled CGG's market share to increase during the financial part of the annual variable remuneration amounted to
year in different sectors. New technological advances have been 33.33% of the total variable remuneration target. Details of the
marketed such as the new GPR-300 marine node or the Full- objectives’ achievement calculation are summarized in the below
Waveform Image. table.

D. HSE and Sustainable Development (weighting of 20% of the The overall achievement rate for financial year 2021 is 123.53% of
extra-financial part): the target. In accordance with the applicable policy, this rate was
applied to Sophie  ZURQUIYAH’s annual variable remuneration
20% of the qualitative objectives pertain to maintaining the target to determine the amount to be paid in respect of financial
Group's performance with regard to the Health, Safety, year 2021. As a reminder, this rate was 33.33% for 2020.
Environment and Sustainable Development policies related to its
activity. The group aims to progress towards the development of

Target Maximum 2021 Achievement rate

As a % of As a % of % of As a % of
Target On a basis Target On a basis achievement Target On a basis
Indicator Variable of 100 Variable of 100 per criterion Variable of 100
Financial objectives 66.67% 66.67% 133.33% 80.00% 135.28% 90.20% 73.02%
Group net cash flow 16.67% 16.67% 33.33% 20.00% 107.32% 17.89% 14.48%
EBITDA free assets 16.67% 16.67% 33.33% 20.00% 146.58% 24.43% 19.78%
Group external turnover 16.67% 16.67% 33.33% 20.00% 104.97% 17.50% 14.17%
Operating income 16.67% 16.67% 33.33% 20.00% 182.23% 30.38% 24.59%
Non Financial objectives 33.33% 33.33% 33.33% 20.00% 100.00% 33.33% 26.98%
Strategic plan management 13.32% 13.32% 13.32% 8.00% 100.00% 13.32% 10.78%
Organization and Human
Resources Management 6.67% 6.67% 6.67% 4.00% 100.00% 6.67% 5.40%
Group operational performance 6.67% 6.67% 6.67% 4.00% 100.00% 6.67% 5.40%
HSE/Sustainable Development 6.67% 6.67% 6.67% 4.00% 100.00% 6.67% 5.40%
CRITERIA TOTAL 100.00% 100.00% 166.67% 100.00% N.A. 123.53% 100.00%

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With regard to the fulfilment of the above criteria, the Board of vii. Long-term remuneration
Directors meeting on March  3, 2022 decided on the amount of Each year, the Company’s Board of Directors, on the
annual variable remuneration for Sophie ZURQUIYAH at recommendation of the Appointment, Remuneration and
€778,260. Governance Committee, implements a long-term remuneration
As a reminder, this amount was €210,000 for 2020 financial year, system. This remuneration is allocated through stock options and/
which represents a 271% increase of the variable remuneration. or free shares plans subject to past performance conditions
(“performance conditions”), and has a threefold objective:
In accordance with what is provided in the remuneration policy,
● implement a globally harmonized variable remuneration
the Company has not requested the return of the variable
remuneration of Sophie ZURQUIYAH. system that is more in line with the Group’s growing
internationalization;
iii. Exceptional remuneration ● more closely link the remuneration of the main executives with

Sophie ZURQUIYAH did not receive any exceptional remuneration the combined stock performance and the economic and extra-
for the 2021 financial year. financial performance of the Group as a whole and over the
medium term; and
iv. Remuneration allocated to Directors ● retain and maintain attractive remuneration for the most
Sophie ZURQUIYAH, who is also a Director since April  26, 2018, effective and high-potential employees in a context of tension
does not receive any remuneration allocated to Directors. on the labor market in engineering and digital professions in all 4
countries where the Group has a presence.
As the Board of Directors is composed in compliance with the
provisions of Articles L.  225-18-1 and L.  22-10-3 of the French Members of the Executive Leadership team (including the Chief
Commercial Code, the payment of the remuneration provided for Executive Officer), executives and employees who have contributed
in the first paragraph of Articles L. 225-45 and L. 22-10-14 of the to the Group’s performance or who have strong potential for
aforementioned Code has not been suspended. development within the Group are eligible to this system.
v. Other short-term remuneration elements 2021 allocation and performance conditions for previous plans
evaluated in 2021
General benefits plan
In 2021, the Board of Directors maintained the allocation of long-
The Board of Directors, at its meeting of April 26, 2018, authorized, term remuneration through stock option and performance shares
in accordance with the procedure applicable to regulated plans and also noted the achievement rate of the performance
agreements and provided for in Articles L.  225-38 et  seq. of the conditions of the previous plans in accordance with their
French Commercial Code and the articles of the same Code respective provisions and maturities.
applicable to “listed” companies (Articles L.  22-10-1 et  seq.), the
extension of the general compulsory provident and health care plan The Board of Directors meeting maintained the long-term
of the Group applicable to all employees, to Sophie ZURQUIYAH, remuneration policy for the Chief Executive Officer with a one-
Chief Executive Officer. This commitment was ratified by the time vesting, subject to a vesting period of 3 years.
Combined General Meeting held on May  15, 2019. For 2021, the For the Chief Executive Officer, the level of allocation of long-term
amount corresponding to the expense borne by the Company under remuneration for 2021 has been set at 52% of the base salary
this plan represents €4,502 for Sophie ZURQUIYAH. (value amount of the benefit under IFRS 2). The Board of Directors
International medical insurance took into account the low market price of the CGG share and
decided to award a grant below the target set out in the current
The Board of Directors, during its meeting of April  26, 2018, remuneration policy (100% of fixed remuneration).
authorized, according to the procedure applicable to regulated
agreements and provided for in Articles L.  225-38 et  seq. of the It should be noted that the long-term remuneration of the Chief
French Commercial Code and the articles of the same Code Executive Officer has been positioned, for several years, below the
applicable to “listed” companies (Articles L.  22-10-1 et  seq.), the median of the comparison panel used to benchmark the
conclusion of a contract for international medical insurance positioning on the French market.
subscribed by CGG Services (U.S.)  Inc. to the benefit of Sophie
ZURQUIYAH, Chief Executive Officer, due to her frequent trips I. STOCK OPTIONS
abroad. The annual contribution paid by CGG Services (U.S.)  Inc. A. Grant of stock options to the Chief Executive Officer under the terms
under this contract amounts to €24,628 for 2021. This of the plan dated June 24, 2021
commitment was ratified by the Combined General Meeting held
on May 15, 2019. ● Performance conditions
The Board of Directors meeting held on June  24, 2021
Benefits in kind
maintained a performance condition relating to a growth in the
Sophie ZURQUIYAH benefited from a company car during the CGG share price over the acquisition period, with a target rate
2021 financial year. The valued amount of the benefit is €9,600. that takes into account the volatility of CGG shares, which is
greater than that of the companies making up the comparative
vi. Multi-annal variable remuneration index. Two additional performance conditions were added,
Sophie ZURQUIYAH did not receive any multi-annual variable cash based on the budgetary objectives in line with the Group’s
remuneration for the 2021 financial year. strategic plan.
The terms and conditions of the plans applicable to the Chief
Executive Officer are those of the general plans plus those
described below:

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The vesting of rights is subject to the condition of presence in not to use hedging transactions both on options and on shares
June  2024 (i.e.  three  years from the grant), subject to the resulting from the exercise of options until the end of the
fulfilment of the following performance conditions, to be retention period for registered shares set by the Board of
satisfied over a 3-year vesting period: Directors in accordance with the provisions of
● a performance condition related to CGG share price growth Article L. 225‑177 of the French Commercial Code.
condition in relation with the relative evolution of the PHLX ● Stock-options exercise period
Oil Service SectorSM (OSXSM) index over the vesting period, The Board of Directors notes that the exercise of options by
calculated at the acquisition date, allowing 50% of the Sophie ZURQUIYAH is subject to compliance with the rules for
options granted, being specified that: abstention from trading in the Company’s shares set by the
– a growth of the CGG share greater or equal to 100% of the Group applicable to all of the Group’s permanent insiders (see
benchmark index will allow the exercise of 100% of the section 4.1.3.2.a)) of this Document).
options of this first tranche, ● Stock-options exercised in financial year 2021 by the Chief
– a growth of the CGG share greater than or above 80% and Executive Officer
below 100% of the benchmark index will allow the No stock-option was exercised during the financial year 2021.
exercise of 50% of the options of this first tranche,
– if the growth is below 80% of the benchmark index, no B. Status of performance conditions fulfilment for previous plans
right shall be acquired in respect of this first tranche;
● a performance condition related to the achievement of a
● Rate of fulfilment of the performance criteria of the 2018 stock
cumulative Free EBITDA objective on financial years 2021, options plans
2022 and 2023, allowing 25% of the option granted; in case In 2021, the Board of Directors noted that the performance
this objective is not achieved, no right shall be acquired in condition had not been achieved on the third tranche (25%) of
respect of this second tranche; the option plans allocated on June  27, 2018 and on
● a performance condition related to the achievement of an
December  11, 2018 for the members of the Executive
average Net Debt over EBITDAs ratio target in financial year Leadership team and the corporate officers. Consequently, no
2023, allowing 25% of the option granted; in case this option was acquired under this third tranche by the members of
objective is not achieved, no right shall be acquired in the Executive Leadership Team and the corporate officers. The
respect of this third and last tranche. achievement of the performance conditions will be assessed
again in June 2022, in accordance with the plan’s rules.
The fulfilment of the performance conditions entitles the
beneficiary to the grant of each tranche of the options on the In 2021, the Board of Directors noted that the performance
date on which such achievement will be noted by the Board conditions of the first tranche (25%) and second tranche (25%)
of Directors. of this plan, that matured respectively in June  2019 and
June 2020, have been reassessed in accordance with the plan’s
On June  24, 2021, 1,910,920 options were allocated to rules. Performance conditions have not been achieved;
218  beneficiaries within the Group, including 330,000  stock consequently, no stock-option was acquired under these first
options to the Chief Executive Officer. The exercise price of and second tranches by the members of the Executive
these options is €0.91, set on the basis of the average Leadership team and the corporate officers. The achievement
opening price of the CGG share during the twenty (20) of the performance conditions will be assessed again in
trading sessions preceding the grant. June 2022, in accordance with the plan’s rules.
The options have a term of eight years. The exercise price of these options is €2.15 for the June  27,
● Applicable rules 2018 grant and €1.39 for the December 11, 2018 grant.
● Obligation to retain registered shares ● Rate of fulfilment of the performance criteria of the 2019 option
The Board of Directors also decided that, in accordance with plan
the provisions of Article L.  225-185 of the French In 2021, the Board of Directors noted that the performance
Commercial Code, the quantity of shares resulting from the condition had not been achieved on the first tranche (50%) of
exercise of stock options that Sophie ZURQUIYAH is required the option plan allocated on June 27, 2019 for the members of
to keep in registered form, for the duration of her mandate, the Executive Leadership team. Consequently, no option was
should represent 25% of the amount of the net capital gain acquired under this first tranche by the members of the
upon exercise of the options allocated by the Board of Executive Leadership team. The achievement of the
Directors. performance conditions of the second tranche will be assessed
In addition, the Chief Executive Officer must, in his capacity in June  2022, in accordance with the plan’s rules for the
as Director of the Company, own 20,000 (twenty thousand) Executive Leadership team.
shares in the Company. The combination of these obligations The performance conditions pertaining to the 2019 plan for the
will enable the Chief Executive Officer to hold a significant Chief Executive Officier are appraised over a three-year period
number of securities. and will be assessed in June 2022.
The Chief Executive Officer’s obligation to keep in registered The exercise price of these options is €1.52 for the June  27,
form shares resulting from the vesting of performance 2019 grant.
shares and the exercise of vested stock-options applies until ● Rate of fulfilment of the performance criteria of the 2020
the value of all the shares retained in registered form option plan
represents two years of fixed and variable annual cash
remuneration. Above this threshold, the retention obligations The performance conditions pertaining to the 2020 plan for the
no longer apply. Executive Leadership team and the Corporate Officers are
appraised over a three-year period and will be assessed in
● Prohibition from using hedging instruments June 2023.
In accordance with the provisions of the Code to which the The exercise price of these options is €1.10 for the June 25,
Company refers and the recommendations of the Financial 2020 grant.
Markets Authority (AMF), Sophie ZURQUIYAH has committed

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C. Summary of Stock-options granted or acquired by the Chief executive Officer during the 2021 financial year
Main conditions of stock options plans Information regarding the reported financial year

Opening
During the Year Closing balance
balance

Stock
options Stock Stock
awarded options Stock options
at the subject to options subject
End of beginning Stock Stock perfor- awarded to a
Name of the Chief Performance holding Exercise Exercise of the options options mance and holding
Grant date Vesting date
Executive Officer period period (a) period price year awarded vested conditions unvested period(a)

Sophie 06.24.2021 3 years 06.25.2024 n.a. 06.24.2029 €0.91 0 330,000 0 330,000 330,000 n.a.
ZURQUIYAH
Chief Executive Officer 06.25.2020 3 years 06.26.2023 n.a. 06.25.2028 €1.10 360,000 0 0 360,000 360,000 n.a.

06.27.2019 3 years 06.28.2022 n.a. 06.27.2027 €1.52 360,000 0 0 360,000 360,000 n.a.

1 year 06.28.2019 n.a. 183,139 0 0 183,139 183,139 n.a.

06.27.2018 2 years 06.28.2020 n.a. 183,139 0 0 183,139 183,139 n.a. 4

06.27.2026 €2.15
3 years 06.28.2021 n.a. 183,139 0 0 183,139 183,139 n.a.

4 years 06.28.2022 n.a. 183,141 0 0 183,141 183,141 n.a.

TOTAL 1,452,558 330,000 0 1,782,558 1,782,558 N.A.

(a) Considering the vesting period, no holding period has been set by the Board of Directors.

II. PERFORMANCE SHARES ● Applicable rules

A. Grant of performance shares to the Chief Executive Officer under ● Obligation to retain registered shares
the terms of the plan dated the June 24, 2021 The Board of Directors also decided that, in accordance with
● Performance conditions the provisions of Article L.  225-185 of the French
Commercial Code, the quantity of shares resulting from the
On June 24, 2021, the Board of Directors maintained the same acquisition of shares that Sophie ZURQUIYAH is required to
performance conditions as for the 2020 performance share keep in registered form, for the duration of her mandate,
plan. The acquisition of the shares is subject to a condition of should represent 25% of the shares permanently allocated
presence in June  2024 (i.e.  3  years starting from the grant by the Board of Directors.
date), subject to the fulfilment of two performance conditions
assessed over the vesting period, and relating to: In addition, the Chief Executive Officer must, in her capacity
as Director of the Company, own 20,000 (twenty thousand)
● achieving a cumulative Free EBITDA objective on 2021, 2022 shares in the Company. The combination of these obligations
and 2023 years (giving rise to the acquisition of 50% of the will enable the Chief Executive Officer to hold a significant
rights; if the objective is not achieved, no rights are acquired); number of securities.
● achieving an Average Net Debt to EBITDAs ratio objective by The Chief Executive Officer’s obligation to keep in registered
2023 (giving rise to the acquisition of 50% of the rights; if the form shares resulting from the allocation of performance
objective is not achieved, no rights are acquired). shares and the exercise of options granted applies until the
Achievement of the two performance conditions is based on value of all the shares retained in registered form represents
budgetary objectives in line with the Group’s strategic plan and two years of fixed and variable annual cash remuneration.
entitles the holder to the vesting of shares on the date on which Above this threshold, the retention obligations no longer
such achievement is acknowledged by the Board. apply.
On June  24, 2021, the Board of Directors decided to allocate ● Prohibition from using hedging instruments
2,427,905  performance shares subject to performance In accordance with the provisions of the Code to which the
conditions to 218  beneficiaries within the Group, including Company refers and the recommendations of the Financial
280,000 performance shares allocated to the Chief Executive Markets Authority, Sophie ZURQUIYAH committed not to
Officer. use hedging transactions on the performance shares
These shares subject to the fulfillment of performance allocated until the end of the retention period for registered
conditions will be acquired in June 2024 for the Chief Executive shares set by the Board of Directors in accordance with the
Officer and the Executive Leadership team. The acquisition provisions of Article L.  225-185 of the French Commercial
period is set at the later of the two following dates: June  24, Code.
2024 or the date of the General Meeting to approve the 2023
financial statements, and after the Board of Directors has
noted the achievement of the performance conditions.

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B. Statement of performance condition fulfilment for previous performance share plans

● Rate of fulfilment of the performance criteria of the 2018 ● Rate of fulfilment of the performance criteria of the 2019
Performance share plan Performance share plan
In 2021, the Board of Directors noted that the performance In 2021, the Board of Directors confirmed that the performance
condition had not been achieved on the second tranche (50%) of conditions on the first tranche (50%) of performance share plan
the performance share plans allocated on June  27, 2018 and allocated on June  27, 2019 were partially achieved for all
on December  11, 2018 for all the beneficiaries of this plan. beneficiaries excepting the corporate officers. Consequently,
Consequently, no option was acquired under this second 31.72% of the performance shares of this first tranche were
tranche by the members of the Executive Leadership team and acquired by the members of the Executive Leadership team.
the corporate officers. The performance conditions pertaining to the 2019 plan for the
Chief Executive Officer and to the second tranche of the 2019
plan for all other beneficiaries will be assessed in June 2022.

C. Summary of Performance shares granted or vested for the Chief Executive Officer during the 2021 Financial year
Main conditions of performance share award plans Information regarding the reported financial year

Opening
During the Year Closing balance
balance

Shares Shares Shares

End of awarded at subject to Shares subject to
Name of the executive Performance Vesting holding the beginning Shares Shares performance awarded and a holding
Grant date
corporate officer period date period (a) of the year awarded vested conditions unvested period(a)

Sophie ZURQUIYAH 06.24.2021 3 years 06.24.2024 n.a. 0 280,000 0 280,000 280,000 n.a.
Chief Executive Officer
06.25.2020 3 years 06.25.2023 n.a. 220,000 0 0 220,000 220,000 n.a.

06.27.2019 3 years 06.27.2022 n.a. 220,000 0 0 220,000 220,000 n.a.

06.27.2018 2 years 06.27.2020 n.a. 0 0 0 0 0 n.a.

3 years 06.27.2021 n.a. 78,750 0 0 0 0 n.a.

TOTAL 518,750 280,000 0 720,000 720,000 N.A.

(a) Considering the vesting period, no holding period has been set by the Board of Directors.

III. PERFORMANCE UNITS This plan is capped as such and calculated with reference to the
A. Grant of performance units to the Chief Executive Officer plafond annuel de sécurité sociale [Annual Social Security Ceiling]
during the 2021 financial year (PASS) and is set for 2020 at:
● tranche A –  up to 100% of the PASS: 0.5% beneficiary
● Performance units granted to the Chief Executive Officer during contribution and 1% company contribution;
the 2021 financial year
● tranche B –  above 100% of the PASS and up to 400% of the
No performance unit was granted to the Chief Executive Officer PASS: 2% beneficiary contribution and 3% company
during the 2021 financial year. contribution;
● Performance units permanently acquired by the Chief ● tranche C –  above 400% of the PASS and up to 800% of the
Executive Officer during the 2021 financial year PASS: 3.5% beneficiary contribution and 5% company
No performance unit was permanently acquired by the Chief contribution.
Executive Officer during the 2021 financial year.
The contribution base consists exclusively of the gross annual
remuneration for the year declared, the base salary, the annual
B. Statement of performance condition fulfilment for previous
variable remuneration and the benefit in kind (company car). As a
performance unit plans
matter of principle, this base excludes any other remuneration
No previous performance unit plan was in progress for the year element.
2021. For 2021, the amount corresponding to the expense borne by the
viii. Supplementary pension plans Company under this plan represents €12,341 for Sophie
ZURQUIYAH.
Defined contribution pension plan (Article 83 of the CGI (Code
général des impôts [General Tax Code])) Alternative pension plan
Sophie ZURQUIYAH benefits from the collective defined- Sophie ZURQUIYAH does not benefit from an alternative pension
contribution funded pension plan implemented for the Group’s plan.
executives since January 1, 2005 according to the same terms as
those applicable to these executives.

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ix. Individual unemployment insurance f. Equity/Pay ratio
The Board of Directors, during its meeting of April  26, 2018, (Pursuant to Article L.  22-10-9, 6o and 7o of the French
authorized, according to the procedure applicable to regulated Commercial Code)
agreements and provided for in Articles L.  225-38 et  seq. of the
French Commercial Code and the articles of the same Code The table below presents the median and average ratios of the
applicable to “listed” companies (Articles L.  22-10-1 et  seq.), the overall remuneration of the Chief executive Officer, in accordance
conclusion of a specific guarantee of unemployment insurance with the recommendation of the AFEP-MEDEF Code to which the
with the GSC to the benefit of Sophie ZURQUIYAH. This Company refers. The ratio was calculated on the basis of the legal
commitment was ratified by the General Meeting held on May 15, requirement, i.e. the top holding company CGG  SA. Taking into
2019. account the small number of employees in that company, which
does not allow disclosure of representative data, the ratio was
The annual contribution paid by the Company under this also calculated on the basis of Group’s scope of consolidation in
guarantee amounts to €11,261 in 2021. This insurance provides France (CGG SA, CGG Services SAS and Sercel SAS).
for the payment of a maximum percentage of 14.36% of Sophie
ZURQUIYAH’s target remuneration in 2021 (i.e.  €180,998) over a These two ratios have been calculated on the basis of the gross
period of 12 months. fiscal remuneration (rémunération brute fiscale) as defined in
Article L. 136 et seq. of the French Social Security Code, including
x. Contractual terminaion indemnity in the event of the following main elements paid in 2021:
departure from the Group and non-compete commitment ● fixed remuneration;
4
Sophie ZURQUIYAH benefits from a contractual termination ● variable remuneration;
indemnity in case of departure from the Group and a non-compete ● exceptional remuneration;
commitment, the details of which are presented in
● profit-sharing and participation;
section 4.2.1.2.b) of this Document.
● benefits in kind;
d. Remuneration paid by a company within the scope ● employer contributions paid in respect of defined contribution
of consolidation plans paid in respect of the financial year 2021.
Sophie ZURQUIYAH did not receive any remuneration paid by the
The options and performance shares vested during the 2021(1)
companies included in the scope of consolidation of the Company.
financial year and valued under IFRS 2 have been added to the
gross fiscal remuneration.
e. Respective importance of remuneration elements
The short-term remuneration of Sophie ZURQUIYAH (fixed Insuring consistency, employees’ remuneration considers the
+  variable) increased by 68% full-time equivalent from 2020 to same following items into account:
2021. ● fixed remuneration;

● variable remuneration;

● exceptional remuneration;
€778,260
● profit-sharing and participation;

● benefits in kind;
€210,000 ● employer contributions paid in respect of defined contribution
plans paid in respect of the financial year 2021.
The options and performance shares vested during the 2021(1)
financial year and valued under IFRS 2 have been added to the
2020

2021

€630,000 €630,000 gross fiscal remuneration.

The above principles have been applied in the same way for
■ Fixed Remuneration previous years.
■ Annual Variable Remuneration

The gross remuneration amounts paid by the Company and the

controlled companies to Sophie ZURQUIYAH for the 2020 and
2021 financial years are presented in the table below.
For the 2021 financial year, Sophie ZURQUIYAH’s remuneration
structure consisted of fixed remuneration (€630,000 gross on an
annual basis), variable remuneration (€778,260 gross on an
annual basis), and benefits in kind (€20,861 on an annual basis).

(1) For the sake of precision, only options (“Options”) and shares subject to performance conditions (“Performance shares”) definitively vested during the year have
been valued. As such, this equity/pay ratio does not include Options and Performance Shares which have not yet definitively vested due to the application of the
various vesting periods,  or have not definitively vested due to the non-achievement of the performance conditions governing their definitive award. This
methodology differs from that used to calculate the equity ratio published in April  2020, which considered all of the Options and Performance Shares initially
granted, thus representing a valuation of potential benefits that may not ultimately vest.

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EQUITY/PAY RATIO BETWEEN THE LEVEL OF REMUNERATION OF THE CHIEF EXECUTIVE OFFICER AND THE AVERAGE AND MEDIAN
REMUNERATION OF THE EMPLOYEES OF THE COMPANY

The scope taken into account is that of the Group’s employees located in France, including CGG SA, CGG Services SAS and Sercel SAS.

2017 2018 (a) 2019 (b) 2020 2021

Remuneration of the Chief Executive Officer (in €)
Jean-Georges Malcor (a) 1,037,865 1,569,828 n.a. n.a. n.a.
Sophie Zurquiyah  (b)
n.a. n.a. 1,512,729 1,681,940 860,861
(evolution compared to the previous fiscal year) (8.4)% 51.3% (3.6)% 11.2% (48.8)%
Ratio gross salary CEO/median gross salary employees of the
Group in France 20.2 28.5 28.9 33.5 16.4
(evolution compared to the previous fiscal year) (9.9)% 41.2% 1.4% 15.7% (51.0)%
Ratio gross salary CEO/average gross salary employees of the
Group in France 17.1 24.4 23.7 28.2 14.3
(evolution compared to the previous fiscal year) (10.0)% 42.7% (2.8)% 18.7% (49.4)%
Ratio gross salary CEO/median gross salary CGG SA employees (c) 12.0 18.0 4.7 7.8 3.3
(evolution compared to the previous fiscal year) (14.1)% 49.7% (73.9)% 65.7% (57.6)%
Ratio gross salary CEO/average gross salary CGG SA employees  (c)
6.1 8.6 5.0 6.6 3.5
(evolution compared to the previous fiscal year) (9.6)% 40.0% (41.6)% 31.5% (46.1)%
Company’s performance
Segment EBITDA (in MUS$) (IFRS restated 2017-2021) 434 556 721 360 344
(a) 2018 CEO (Jean-Georges Malcor) Fixed remuneration is annualized.
(b) 2019 CEO (Sophie Zurquiyah) Annual variable remuneration is annualized.
(c) CGG SA’s headcount decreased from 28 employees in 2018 to 14 employees in 2019.

The evolution of the equity ratio between the level of In light of this positive vote, the Company has maintained, in 2022,
remuneration of the Chief Executive Officer and the average and the practices applied to the remuneration of corporate officers in
median remuneration of the employees between 2020 and 2021 is 2021 (notably remuneration policy and information). The proposed
essentially to be explained by the difference in achievement of adjustments listed in section 4.2.1.2.c) of this Document will be
the financial target of the short-term incentive plans for the year submitted to the vote during the 2022 General Meeting.
2019 and 2020, paid in 2020 and 2021 respectively. The impact is
all the more significant for the remuneration of the Chief b. Compliance of the remuneration paid with the
Executive Officer for whom the financial component represents 2/ remuneration policy
3 of the short-term incentive. The remuneration allocated to the Directors for the 2021 fiscal
In the event of a change in leadership during the year, it is year complies with the remuneration policy applicable to the
specified that the remuneration taken into account for the table Board of Directors as approved by the General Meeting held on
above is the one paid for the position. May 12, 2021.
For the 2021 financial year, the Company did not deviate nor
C. Total annual remuneration of Directors derogate from the remuneration policy.
for the 2021 fiscal year
The aggregate remuneration allocated to the Directors for 2021
On May 12, 2021, further to the approval of the global annual amounted to €481,515 paid in February  2022 (see section
amount of Directors’ fees by the General Meeting, set at 4.2.2.2.d) of this Document for more details).
€550,000, the Board of Directors adopted the remuneration
principles applicable to the Directors as defined hereafter. c. Total remuneration and benefits of any kind
a. Consideration of the last vote of the General Meeting Remuneration components
The Annual Shareholders’ Meeting of May 12, 2021 approved i. General distribution rules
resolution no.  9 concerning the information provided for in The total annual amount of Directors’ fees, as approved by the
Article L. 22-10-9 of the French Commercial Code and relating to General Meeting, is divided into a fixed component relating to the
the remuneration paid or allocated to corporate officers for the function and a variable component for meeting attendance, as
year ended December 31, 2020. well as a fixed indemnity per trip for Directors travelling from
abroad. The variable remuneration based on the attendance at
Board and Committee meetings has a higher weight in the total
envelope compared to the fixed remuneration based on the
function.

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The total amount paid to each Director is determined after taking into CHIEF EXECUTIVE OFFICER
account the actual attendance at each Board and Board Committee The Chief Executive Officer, who is a Director of the Company in
meetings. In case the final aggregate amount to be paid to the 2021, did not receive any Directors’ fees nor any travel indemnity.
Directors reaches the maximum amount approved by the General The various remuneration components of the Chief Executive
Meeting, a prorata calculation shall be done for each Director in order Officer are as described in section 4.2.1.2.b) of this Document.
to respect and not exceed such maximum amount.
DIRECTOR REPRESENTING THE EMPLOYEES
ii. Specific rules applicable to the Chairman of the Board,
the Chief Executive Officer and the Director(s) representing The Director representing the employees, appointed pursuant to
the employees Article 8 of the Company’s articles of association, did not receive
CHAIRMAN OF THE BOARD OF DIRECTORS any remuneration pursuant to his office as Director nor any travel
indemnity. He received a salary pursuant to the employment
The Chairman of the Board received in 2021: agreement he entered into with the Company or any of its
● in his capacity as Director: a fixed amount of Directors’ fees, as affiliates.
well as travel indemnity (if applicable as set out in the table
below; and
iii. Amounts applicable to 2021
● in his capacity as Chairman of the Board: a fixed remuneration,
as described in section 4.2.1.2.a) of this Document. For 2021, the rules set by the Board of Directors for the calculation of
the remuneration to be paid to the Directors, on the basis of the 4
The Chairman also benefits from travel indemnities, as the case approval received from the General Meeting, were as follows:
may be.

FIXED REMUNERATION (FOR AN ENTIRE FISCAL YEAR) BASED ON THE FUNCTION

Fixed remuneration
Chairman of the Board €70,000
Director  (a)
€7,000
Chairman of the Audit and Risk Management Committee  (a)
€10,000
Member of the Audit and Risk Management Committee  (a)
€5,000
Chairman of any Board Committee other than the Audit and Risk Management Committee (a) €4,000
Member of any Board Committee other than the Audit and Risk Management Committee (a) €2,000
(a) This does not apply to the Chief Executive Officer, the Director(s) representing the employees and the Chairman of the Board of Directors.

The fixed remuneration of any Director appointed in the course of the year will be calculated on a prorata temporis basis.

VARIABLE REMUNERATION BASED ON THE ATTENDANCE TO THE BOARD AND BOARD COMMITTEE MEETINGS (A)

Variable remuneration
Attendance to a Board meeting €3,570
Attendance to a Board Committee meeting €1,785
(a) This does not apply to the Chief Executive Officer, the Director(s) representing the employees and the Chairman of the Board of Directors.

A Director who participates in a Board Committee’s meeting as a phone for approval of specific matters requiring a Board or a
guest does not receive any fee. Committee approval, out of the Board and Committees which had
been planned for the relevant year.
These variable remunerations’ amounts will be divided by two in
case of a Board or a Committee meeting convened and held by

TRAVEL INDEMNITY, IRRESPECTIVE OF THE DIRECTOR’S NATIONALITY (a)

Travel indemnity
Intercontinental travel €2,000
Travel within the same continent €500
(a) This does not apply to the Chief Executive Officer and the Director(s) representing the employees.

This travel indemnity also applies to the annual Board seminar, if any.

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iv. Stock options and performance shares e. Respective importance of remuneration elements
Pursuant to applicable law, Directors, except the Chief Executive With the exception of the Director representing the employees,
Officer and the Director(s) representing the employees, are not who received a variable remuneration pursuant to his
entitled to receive stock-options nor performance shares of the employment agreement, Directors receive only fixed elements, to
Company. the exclusion of any variable or exceptional remuneration.
v. Expenses
f. Suspension of the remuneration paid to Directors
Travel expenses incurred by reason of the attendance to Board
As the Board of Directors is composed in compliance with the
and Board Committee meetings are reimbursed by the Company.
provisions of Articles L.  225-18-1 and L.  22-10-3 of the French
Commercial Code, the payment of the remuneration provided for
d. Remuneration paid by a company within the scope
in the first paragraph of Article L.  225-45 and at the
of consolidation
Article  L.  22‑10-14 of the aforementioned Code has not been
With the exception of the Director representing the employees, suspended.
who received a remuneration pursuant to his employment
agreement, Directors do not receive any remuneration paid by any g. Remuneration paid to the Non-Executive Directors
companies included in the scope of consolidation of the Company. for the 2021 fiscal year
The remuneration paid to the Non-Executive Directors for the
2021 fiscal year is presented on page  section  4.2.2.2.D of this
Document (Table 3 of the AMF recommendation no. 2009-16).

4.2.2.2 Presentation tables of corporate officers’ remuneration

The table below presents a summary of the remuneration elements of corporate officers for the 2020 and 2021 financial years. These
elements are detailed in the rest of the report.

A. Summary table of remuneration and options and shares allocated to each corporate officer
2020 financial 2021 financial
year year
Philippe SALLE, Chairman of the Board of Directors
TOTAL REMUNERATION DUE FOR THE FINANCIAL YEAR
(DETAILED IN ONE OF THE TABLES BELOW) €240,000.00 €242,000.00
Valuation of multi-annual variable remuneration allocated during the financial year  (a)
n.a. n.a.
Valuation of the options allocated during the financial year  (a)
n.a. n.a.
Valuation of the performance shares allocated during the financial year  (a)
n.a. n.a.
TOTAL POTENTIAL DEFERRED REMUNERATION RIGHTS SUBJECT
TO THE FUTURE RESULTS OF THE COMPANY N.A. N.A.
Sophie ZURQUIYAH, Chief Executive Officer
TOTAL REMUNERATION DUE FOR THE FINANCIAL YEAR
(DETAILED IN ONE OF THE TABLES BELOW) €860,861.00 €1,429,121.00
Valuation of multi-annual variable remuneration allocated during the financial year  (a)
n.a. n.a.
Valuation of the options allocated during the financial year (detailed in one of the tables below)  (a)
€147,600.00 €95,700.00
Valuation of the performance shares allocated during the financial year
(detailed in one of the tables below) (a) €228,800.00 €232,400.00
TOTAL POTENTIAL DEFERRED REMUNERATION RIGHTS SUBJECT
TO THE FUTURE RESULTS OF THE COMPANY €376,400.00 €328,100.00
Table 1 of the 2009–16 Financial Markets Authority Recommendation.
(a) The Company considers that these elements cannot be combined with the other elements of remuneration actually due for the financial year and that the total is
therefore not representative of the remuneration received during the year. Indeed, the final vesting of these elements of remuneration are on the one hand
subject to the fulfilment of performance conditions (there can therefore be no vesting if these conditions are not met) and on  the other hand, the valuation
amount of multi-annual variable remuneration, options and performance shares at fair value on the date of grant that does not correspond to a remuneration
received by beneficiaries during the financial year of grant.

The valuation of options according to the method used for the market price. The pre-tax profit that can, in addition, be withdrawn
consolidated accounts does not necessarily correspond to the real from the exercise of the said options will depend on the share
value that could be derived from the possible exercise of these price on the day of the transaction. The profit may be zero if,
options by their beneficiaries. Indeed, it is recalled that exercising during the entire exercise period of the options, the exercise price
these options is subject to the fulfilment of performance remains higher than the share price.
conditions and supposes an exercise price lower than the stock

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B. Summary Table of Remuneration for Philippe SALLE, Chairman of the Board of Directors
The gross remuneration amounts paid by the Company and the controlled companies to Philippe SALLE for the 2020 and 2021 financial
years are shown in the table below.
For the 2021 financial year, Philippe SALLE’s remuneration structure consisted of:
● in his capacity as Director: a fixed amount of remuneration ● in his capacity as Chairman of the Board: a fixed remuneration
allocated to Directors, unchanged since 2018 (€70,000 gross unchanged since 2018 (€170,000 gross on an annual basis).
on an annual basis for the Chairman); and

2020 2021
Amounts Amounts Amounts Amounts
Philippe SALLE due paid due paid
Chairman of the Board of Directors as of April 26, 2018
Fixed remuneration €170,000 €170,000 €170,000 €170,000
Annual variable remuneration n.a. n.a. n.a. n.a. 4
Multi-annual variable remuneration n.a. n.a. n.a. n.a.
Exceptional remuneration n.a. n.a. n.a. n.a.
Remuneration allocated to Directors €70,000  (a)
€70,500  (b)
€72,000  (c)
€70,000 (a)
Benefits in kind n.a. n.a. n.a. n.a.
TOTAL €240,000 €240,500 €242,000 €240,000
Table 2 of the 2009–16 Financial Markets Authority Recommendation.
(a) Paid in February 2021 for the 2020 financial year.
(b) Paid in February 2020 for the 2019 financial year (including €500 of travel indemnity).
(c) Paid in February 2022, for the 2021 financial year (including €2,000 of travel indemnity).

C. Summary table of the remuneration for Sophie ZURQUIYAH, Chief Executive Officer
2020 2021
Amounts Amounts Amounts Amounts
Sophie ZURQUIYAH due paid due paid
Chief Executive Officer as of April 26, 2018
Fixed remuneration €630,000 €630,000 €630,000 €630,000
Annual variable remuneration €210,000  (a)
€948,780  (b)
€778,260 (d)
€210,000
Multi-annual variable remuneration* n.a. n.a. n.a. n.a.
Exceptional remuneration n.a. n.a. n.a. n.a.
Remuneration allocated to Directors n.a. n.a. n.a. n.a.
Benefits in kind €20,861  (c)
€20,861  (c)
€20,861  (e)
€20,861 (e)
TOTAL €860,861 €1,599,641 €1,429,121 €860,861
Table 2 of the 2009–16 Financial Markets Authority Recommendation.
(a) Variable portion of the remuneration due for 2020 financial year for the corporate office of Sophie ZURQUIYAH as Chief Executive Officer paid in 2021, after
approval of the 2020 financial statements by the General Meeting held on May 12, 2021, in accordance with the provisions of Article L. 22-10-34, II of the French
Commercial Code.
(b) Variable portion of the remuneration due for 2019 financial year for the corporate office of Sophie ZURQUIYAH as Chief Executive Officer paid in 2020, after
approval of the 2018 financial statements by the General Meeting held on June 16, 2020, in accordance with the provisions of Article L. 22-10-34, II of the French
Commercial Code.
(c) Includes a benefit in kind in respect of a company car in the amount of €9,600 and a benefit in kind in respect of the unemployment insurance subscribed with the
GSC for 2020 in the amount of €11,261.
(d) Variable portion of the remuneration due for 2021 financial year for the corporate office of Sophie ZURQUIYAH as Chief Executive Officer will be paid in 2022,
after approval of the 2021 financial statements by the General Meeting to be convened to approve the financial statements for the year ended December 31,
2021, in accordance with the provisions of Articles L. 225-100 and L. 22-10-34, II of the French Commercial Code.
(e) Includes a benefit in kind in respect of a company car in the amount of €9,600 and a benefit in kind in respect of the unemployment insurance subscribed with the
GSC for 2021 in the amount of €11,261.
• No multi-annual remuneration mechanism was implemented during the 2020 and 2021 financial years.

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D. Remuneration paid to Non-Executive Directors

Amount paid for Amount paid for
fiscal year 2020 fiscal year 2021
Directors (in €) (in €)
Philippe SALLE
Directors’ fees 70,000 72,000(a)
Other remuneration 140,000 140,000
Patrick CHOUPIN
Director representing the employees since May 12, 2021(b)
Directors’ fees n.a. n.a.
Other remuneration n.a. n.a.
Michael DALY
Directors’ fees 62,950 59,410
Other remuneration n.a. n.a.
Patrice GUILLAUME
Director representing the employees until May 12, 2021(b)
Directors’ fees n.a. n.a.
Other remuneration n.a. n.a.
Anne-France LACLIDE-DROUIN
Directors’ fees 77,650 76,120
Other remuneration n.a. n.a.
Helen LEE BOUYGUES
Directors’ fees 75,800 71,335
Other remuneration n.a. n.a.
Colette LEWINER
Directors’ fees 81,550 76,690
Other remuneration n.a. n.a.
Heidi PETERSEN
Directors’ fees 66,700 62,765
Other remuneration n.a. n.a.
Mario RUSCEV
Directors’ fees 61,600 63,195(c)
Other remuneration n.a. n.a.
TOTAL PAID FOR REMUNERATION AS DIRECTORS
(OTHER REMUNERATION EXCLUDED) 496,250 481,515
Table 3 of the AMF Recommendation no. 2009-16.
(a) including 2,000 € of travel indemnity.
(b) The Director representing the employees does not receive any remuneration for his mandate in accordance with the remuneration policy applicable to the
Directors for 2021 financial year as defined under section 4.2.1.2.f) of this Document. He receives a remuneration for his employment agreement, which is not
related to the performance of his Director's mandate and therefore is not disclosed in this table.
(c) including 4,000 € of travel indemnity.

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E. Stock options or stock purchase options allocated to the Chief Executive Officer by the issuer and any
Group Company in the course of the 2021 fiscal year
The Chief Executive Officer was allocated, within the framework of the plans implemented by the Company during the 2021 financial
year, the stock options shown in the table.

Valuation of options Maximum number

according to the method of options allocated
Name of the executive Nature of used for the consolidated during the financial Exercise
corporate officer Plan date options accounts (in €) year in question (a) Price (b) period
Sophie ZURQUIYAH 06.24.2021 Stock options €95,700 330,000 €0.91 06.25.2024
Chief Executive Officer to 06.24.2029
0.046%* inclusive
Table 4 of the 2009-16 Financial Markets Authority Recommendation.
(a) Allocation subject to performance conditions described below.
(b) The exercise price corresponds to the average opening price of the CGG share during the twenty trading sessions preceding the meeting of the Board of Directors
that allocated them.
* Portion of the allocation in relation to the share capital on the date of allocation. 4

The valuation of options according to the method used for the ● a growth of the CGG share greater or equal to 100% of the
consolidated accounts does not necessarily correspond to the real OSX index will allow the exercise of 100% of the options of
value that could be derived from the possible exercise of these this first tranche,
options by their beneficiaries. Indeed, it is recalled that exercising ● if the growth is below 80% of the OSX index, no right shall be
these options is subject to the fulfilment of performance acquired in respect of this first tranche;
conditions and supposes an exercise price lower than the stock
market price. The pre-tax profit that can, in addition, be withdrawn ● a performance condition related to the achievement of a
from the exercise of the said options will depend on the share cumulative Free EBITDA objective on the fiscal years 2021,
price on the day of the transaction. The profit may be zero if, 2022 and 2023, allowing 25% of the option granted; in case this
during the entire exercise period of the options, the exercise price objective is not achieved, no right shall be acquired in respect
remains higher than the share price. of this second tranche;
● a performance condition related to the achievement of an
No discount is applied when allocating stock options. average Net Debt over EBITDAs ratio target in fiscal year 2023,
The terms and conditions of the plans applicable to the Chief allowing 25% of the option granted; in case this objective is not
Executive Officer are those of the general plans plus those achieved, no right shall be acquired in respect of this third and
described below. The vesting of rights is subject to the condition last tranche.
of presence in June  2024 (i.e.  three  years from the grant date), The achievement of the performance conditions entitles the
subject to the fulfilment of the following performance conditions, beneficiary to the grant of each tranche of the options on the date
to be satisfied over a 3-year vesting period: on which such achievement will be recognized by the Board of
● a performance condition related to CGG share price growth Directors.
condition in relation with the relative evolution of the PHLX Oil
Service SectorSM (OSXSM) index, over the vesting period, The Chief Executive Officer is also subject to an obligation to keep
calculated at the acquisition date, allowing 50% of the options the shares in registered form and a prohibition on the use of
granted, being specified that: hedging instruments, which are set out in section  4.2.2.1.B.c) of
this Document.
● a growth of the CGG share greater than or above 80% and
below 100% of the OSX index will allow the exercise of 50%
of the options of this first tranche,

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SUMMARY TABLE OF PERFORMANCE CONDITIONS APPLICABLE TO THE STOCK OPTION PLAN SUBJECT TO PERFORMANCE
CONDITIONS GRANTED TO THE CHIEF EXECUTIVE OFFICER IN FISCAL YEAR 2021

Level of
Target achievement – %
Achievement achievement by
Performance Threshold in% for % of Allocation Maximum criterion and
Plan date Indicator Weight conditions target allocation at Target grant in % total

Allocation TSR: relative 50% The relative evolution 80% achievement 100% achievement 100% to be
of June 24, 2021 evolution of CGG of the CGG share price gives rise to 50% gives rise to 100% assessed
(Exercice price: share price/PHLX shall be equal to the attribution attribution in 2024
€0.91) Oil Service relative evolution
SectorSM (OSXSM) of the PHLX Oil Service
index SectorSM (OSXSM)
index, calculated over
the vesting period,
i.e. between June 25,
2021 and June 24, 2024.
Free EBITDA 25% Achievement of an 100% to be assessed
objective objective of cumulative after the closing of
Free EBITDA set by the the accounts for
Board of Directors, for the year 2023.
years 2021, 2022 and
2023.
Average Net 25% Achievement of an 100% to be assessed
Debt over EBITSAs average Net Debt over after the closing of
ratio objective EBITDAs ratio set by the accounts for
the Board of Directors the year 2023.
for fiscal year 2023.
TOTAL FINANCIAL YEAR 2021 100%

F. Stock-options exercised by the Executive Officers in the course of the 2021 fiscal year
Number of stock-options Subscription
Name of the executive officer Date of the plan exercised in 2019 price*
Sophie ZURQUIYAH 06.24.2013 n.a. €193.27
Chief Executive Officer
06.26.2014 0 €107.66
06.25.2015 0 €62.92
06.23.2016 0 €8.52
06.27.2018 n.a. €2.15
06.27.2019 n.a. €1.52
06.25.2020 n.a. €1.10
06.24.2021 n.a. €0.91
TOTAL 0
Table 5 of the 2009–16 Financial Markets Authority Recommendation.
* Considering the adjustments done further to the capital increase of October 23, 2012 for all plans previously granted and the adjustments done further to the
capital increase of February 5, 2016, to the stock reverse split of July 20, 2016 and the capital increase of February 21, 2018.

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G. Performance shares allocated to the Chief Executive Officer (Articles l. 22-10-59, l. 22-10-60 and L. 225-97-1,
of the French Commercial Code) in the course of the 2021 fiscal year
In accordance with the provisions of Articles L.  22-10-59, L.  22-10-60 and  L.  225-97-1 of the French Commercial Code, the Chief
Executive Officer was allocated, within the framework of the plans implemented by the Company during the 2021 financial year, the
performance shares shown in the table below:

Valuation of
shares according
to the method
Name of the Number of shares used for the
executive corporate allocated during consolidated Acquisition Availability Performance
officer Plan date the financial year accounts (in €) date date conditions
Sophie ZURQUIYAH 06.24.2021 280,000 €232.400 06.24.2024 (a) 06.24.2024 (b) Free EBITDA
Chief Executive 0.039%* Average Net Debt to
Officer EBITDAs Ratio
Table 6 of the 2009–16 Financial Markets Authority Recommendation.
4
(a) The acquisition date is based on the assumption that the Annual General Meeting called to approve the accounts closed on December 31, 2023 could have been
held before June 24, 2024. If it cannot be held on this date, the final acquisition date will be that of the meeting of the 2024 Annual General Meeting.
(b) No holding period has been set by the Board of Directors.
* Portion of the allocation in relation to the share capital on the date of allocation.

The valuation of performance shares according to the method ● the achievement of an average Net Debt over EBITDAs ratio
used for the consolidated accounts does not necessarily target in fiscal year 2023, allowing 50% of the option granted;
correspond to the real value that could be derived from the in case this objective is not achieved, no right shall be acquired
possible acquisition of these shares by their beneficiaries. Indeed, in respect of this second and last tranche.
it is recalled that acquiring these shares is subject to the
fulfilment of performance conditions. The Chief Executive Officer is subject to the other conditions
applicable to beneficiaries, as well as to an obligation to keep the
The acquisition of shares by Sophie ZURQUIYAH is subject to a shares in registered form and a prohibition on the use of hedging
condition of presence in June  2024 (i.e.  three  years from the instruments, which are set out in section  4.2.2.1.B.c) of this
grant), subject to the fulfilment of two performance conditions Document.
over the vesting period relating to:
● the achievement of a cumulative Free EBITDA objective on the
fiscal years 2021, 2022 and 2023, allowing 50% of the option
granted; in case this objective is not achieved, no right shall be
acquired in respect of this first tranche;

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SUMMARY TABLE OF THE PERFORMANCE CONDITIONS APPLICABLE TO THE PERFORMANCE SHARES PLAN GRANTED TO THE CHIEF
EXECUTIVE OFFICER IN FISCAL YEAR 2021

Target Level
achievement of achievement
threshold % of Maximum – % achievement
Performance in % for Allocation grant by criterion
Plan date Indicator Weight conditions target allocation at Target in % and total
Allocation of Free EBITDA 50% Achievement of 100% to be assessed
June 24, 2021 objective an objective of after the closing of
cumulative Free the accounts for
EBITDA set by the the year 2023.
Board of Directors,
for years 2021, 2022
and 2023.
Average Net 50% Achievement of an 100% to be assessed
Debt over average Net Debt after the closing of
EBITDAs ratio over EBITDAs ratio the accounts for
objective set by the Board of the year 2023.
Directors for fiscal
year 2023.
TOTAL FISCAL YEAR 2021 100%

H. History of Performance shares which became available as of December 31, 2021

Number of performance shares
which became available
Name of the executive officer Date of the plan in the 2021 fiscal year Acquisition conditions
Sophie ZURQUIYAH 06.27.2018 0 Free EBITDA
Chief Executive Officer Average net debt over EBITDAs ratio
06.27.2019 n.a. Free EBITDA
Average net debt over EBITDAs ratio
06.25.2020 n.a. Free EBITDA
Average net debt over EBITDAs ratio
06.24.2021 n.a. Free EBITDA
Average net debt over EBITDAs ratio
TOTAL 0
Table 7 of the 2009–16 Financial Markets Authority Recommendation.

No performance share plan had been implemented between the 2012 and 2018 financial years.

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I. History of allocations of stock options as of December 31, 2021
2013 plan 2014 plan 2015 plan 2016 plan 2018 plan 2018 plan 2019 plan 2020 plan 2021 Plan Total
Date of the 05.03.2013 05.03.2013 05.29.2015 05.29.2015 04.26.2018 04.26.2018 04.26.2018 (8) 06.16.2020 06.16.2020
General Meeting

Date of the Board 06.24.2013 06.26.2014 06.25.2015 06.23.2016 06.27.2018 12.11.2018 (g) 06.27.2019 06.25.2020 06.24.2021
of Directors’
meeting

Number of 672 752 749 683 530 4 247 240 218

beneficiaries

Total number of 1,642,574 1,655,843 1,769,890 6,658,848 6,544,389 671,171 2,353,520 2,268,512 1,910,920 25,475,667
shares that can
be subscribed (3)

Out of which the

number can be
exercised by:

Executive officers
4
Philippe SALLE (6) n.a. n.a. n.a. n.a. n.a. n.a. n.a. n.a. n.a. n.a.

Sophie 120,000 (a) 60,000 (b) 79,500 (c) 444,000 (d) 732,558 (e) n.a. 360,000 

(f) 360,000 330,000 2,486,058
ZURQUIYAH (7)

Start date of 06.25.2015 06.27.2016 06.26.2017 06.24.2018 06.28.2019 06.28.2019 For CEO: For CEO and For CEO and
options exercise 06.28.2022 Executive Executive
leadership leadership
For other team: team:
beneficiaries: 06.26.2023 06.25.2024
06.28.2021 For other For other
benefi- beneficiaries:
ciaries: 06.25.2023
06.26.2022

Expiration date 06.24.2021 06.26.2022 06.25.2023 06.23.24 06.27.2026 06.27.2026 06.27.2027 06.25.2028 06.24.2029

Subscription 193.27 107.66 62.92 8.52 2.15 1.39 1.52 1.10 0.91
price (in €) (1) (2) (4)

Exercise rules - options - options - options - options - options - options For CEO: For CEO and For CEO and
(when the plan accrue accrue accrue accrue accrue accrue options accrue Executive Executive
provides for rights in rights in rights in rights in rights in rights in rights in one Leadership Leadership
several batches three three three three four four batch after team: options team: options
of options) (5) batches batches batches batches batches batches 3 years accrue rights accrue rights in
(50% after (50% after (50% after (50% after (25% after (25% after in one batch one batch after
For other
2 years, 2 years, 2 years, 2 years, 1 year, 25% 1 year, 25% beneficiaries: after 3 years 3 years
25% after 25% after 25% after 25% after after after options For other For other
3 years and 3 years and 3 years and 3 years and 2 years, 2 years, accrue in two beneficiaries: beneficiaries:
25% after 25% after 25% after 25% after 25% after 25% after batches (50% options options accrue in
4 years) 4 years) 4 years) 4 years) 3 years and 3 years and after 2 years accrue in two two batches (50%
25% after 25% after and 50% after batches (50% after 2 years and
4 years) 4 years) 3 years) after 2 years 50% after
and 50% after 3 years)
3 years)

Number of shares 0 0 0 0 2,038 0 0 0 0 2,038

subscribed as of
Dec. 31, 2021 (4)

Cumulated number 614,401 436,804 184,011 260,994 1,508,908 100,677 578,080 34,480 5,700 3,724,055
of stock-options
which were
cancelled or
lapsed as of
Dec. 31, 2021 (4)

Remaining stock- 0 75,861 75,891 234,319 5,033,443 570,494 1,775,440 2,234,032 1,905,220 11,904,700
options as of
Dec. 31, 2021 (4)

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2013 plan 2014 plan 2015 plan 2016 plan 2018 plan 2018 plan 2019 plan 2020 plan 2021 Plan Total
Out of which the remaining number is held by:

Executive officers

Philippe SALLE (6) n.a. n.a. n.a. n.a. n.a. n.a. n.a. n.a. n.a.

Sophie 0 359 475 4,428 622,674 n.a. 360,000 360,000 330,000 1,677,936
ZURQUIYAH (7)

(1) Considering the adjustements done further to the capital increase of February 5, 2016, to the stock reverse split of July 20, 2016 and and the capital increase of
February 21, 2018.
(2) The subscription price corresponds to the average of the opening share prices of the share on the last twenty trading days prior to the meeting of the Board of
Directors granting the options.
(3) Without considering the various adjustments that have occurred after the implementation of the plans.
(4) Considering the adjustments done further to the capital increase of October 23, 2012 for all plans previously granted and the adjustments done further to the
capital increase of February 5, 2016, to the stock reverse split of July 20, 2016 and the capital increase of February 21, 2018.
(5) In addition, certain performance conditions are applicable to the senior executive officers and the members of Executive Committee/Corporate Committee/
Executive Leadership team (depending of the allocation date) – see section 4.2.2.1.B.c) of this Document.
(6) Executive officer of CGG SA since April 26, 2018.
(7) Executive officer of CGG SA from September 1, 2015 to January 4, 2017 (member of the Corporate Committee) and since April 26, 2018 (Chier Executive Officer).
(8) Figures presented in this column include stock-options granted by the Chief Executive Officer pursuant to the subdelegation granted by the Board of Directors, to
the benefit of certain employees. In such a case, the subscription price has been set to reflect the average opening price of the CGG shares for the 20 trading days
preceding the allotment date.
(a) For the senior executive officers and members of the Corporate Committee, this 2013 plan is subject to performance conditions which have not been met for
each of the three batches in 2015, 2016 and 2017.
(b) For the senior executive officers and members of the Corporate Committee, this 2014 plan is subject to performance conditions which have not been met in 2016
for the first batch nor for the second batch in 2017, and which have been partially met (leading to a 25% vesting only) for the third batch in 2018.
(c) For the senior executive officers and members of the Corporate Committee, this 2015 plan is subject to performance conditions which have not been met in 2017
for the first batch, which have been partially met (leading to a 25% vesting only) for the second batch in 2018, and which have not been met in 2019 for the third
batch.
(d) For the senior executive officer and members of the Corporate Committee, this 2016 plan is subject to performance conditions: which have not been met in 2018
for the first batch, and which have been partially met (leading to a 25% vesting only) for the second batch in 2019.
(e) For the senior executive officer and members of the Executive Leadership team, this 2018 plan is subject to performance conditions which have not been met in
2019, 2020 and 2021 for the first three batches.
(f) For the senior executive officer and members of the Executive Leadership team, this 2019 plan is subject to performance conditions which have not been met in
2021 for the first batch.
(g) Allocation subject to the terms and conditions of the stock options plan date June 27, 2018, except for the subscription price.

J. Stock options granted to the Group’s top 10 employees other than Executive Directors and options
exercised by the Group’s top 10 employees other than Executive Directors during 2021
Number of options
allocated/shares Weighted
subscribed or average price
purchased (in €) Date of the plan
Options granted during the financial year by the issuer and any
companies within its group granting options to the top ten employees
of the Company and any such Group company, receiving the highest
number of options 747,000 €0.91 06.24.2021
Options held on the issuer and the companies included in the scope
of allocation of the options exercised, during the year by the top
10 employees of the issuer and any company included in this scope,
exercising the highest number of options 0 n.a. n.a.
Table 9 of the 2009-16 Financial Markets Authority Recommendation.

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K. History of allocations of performance shares
As part of the 16th resolution of the Combined General Meeting held on June 16, 2020, the Board of Directors, at its meeting held on
June 24, 2021, decided to allocate performance shares as detailed in the table below.

(Article L. 225-97-1 of the

French Commercial Code) Information about performance shares

Date of General Meeting 04.26.2018 04.26.2018 (a) 04.26.2018 06.16.2020 06.16.2020

Date of Board of Director’s 06.27.2018 12.11.2018 (a) 06.27.2019 (b) 06.25.2020 06.24.2021

resolution
Total number of performance 3,108,217 132,821 2,047,720 1,953,148 2,427,905
shares allocated, of which
the number allocated to:
Sophie ZURQUIYAH, 157,500 n.a. 220,000 220,000 280,000
Chief Executive Officer
Date of acquisition of Acquisition in 2 batches: n.a. Acquisition in 1 batch: Acquisition in 1 batch: Acquisition in 1 batch:
performance shares (for
Chief Executive Officer) – 06.27.2020: 50% – 06.27.2022: 100% – 06.25.2023: 100% – 06.24.2024: 100% 4
of the performance of the performance of the performance of the performance
shares allocated; shares allocated. shares allocated. shares allocated.
– 06.27.2021: 50%
of the performance
shares allocated.
Date of acquisition of Acquisition in 2 batches: Acquisition in 1 batch: Acquisition in 1 batch:
performance shares
(Members of the Executive – 12.11.2020: 50% – 06.25.2023: 100% – 06.24.2024: 100%
Leadership team) of the performance of the performance of the performance
shares allocated; shares allocated. shares allocated.
Acquisition in 2 batches: Acquisition in 2 batches:
– 06.27.2021: 50%
– 06.27.2020: 50% of the performance – 06.27.2021: 50%
of the performance shares allocated. of the performance
shares allocated; shares allocated;
Date of acquisition of n.a. Acquisition in 2 batches: Acquisition in 2 batches:
performance shares (other – 06.27.2021: 50% – 06.27.2022: 50%
beneficiaries) of the performance of the performance – 06.25.2022: 50% – 06.24.2023: 50%
shares allocated. shares allocated. of the performance of the performance
shares allocated; shares allocated;
– 06.25.2023: 50% – 06.24.2024: 50%
of the performance of the performance
shares allocated. shares allocated
Date of the end of the n.a. (c) n.a. (c) n.a. (c) n.a. (c) n.a. (c)
retaining period
Performance conditions Free EBITDA and Free EBITDA and Free EBITDA and Free EBITDA and Free EBITDA and
Average Net Debt Average Net Debt Average Net Debt Average Net Debt Average Net Debt
over EBITDAs ratio over EBITDAs ratio over EBITDAs ratio over EBITDAs ratio over EBITDAs ratio
Number of performance 1,357,341 66,412 265,380 0 0
shares acquired as of
December 31, 2021
Cumulative number of 1,750,876 66,409 690,120 43,100 9,000
performance shares
cancelled or lapsed as of
December 31, 2021
Performance shares 0 0 1,092,220 1,910,048 2,418,905
remaining at the end of
the financial year as of
December 31, 2021

Table 10 of the 2009–16 Financial Markets Authority Recommendation.

(a) Allocation subject to the terms and conditions of the performance shares plan of June 27, 2018, except for the first batch’s vesting date.
(b) In addition, 40,000 shares granted on January 6, 2020 to an employee under the terms and conditions of the performance shares plan adopted June 27, 2019
are included in this column, except for the first batch’s vesting date.
(c) Considering the vesting period, no holding period has been set by the Board of Directors.

The individual details of the performance shares allocated to the Company’s corporate officers are presented above in this section
No performance share plan had been implemented between the 2012 and 2018 financial years.

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L. Summary Table as of December 31, 2021

Indemnities or
benefits due or likely
to be due owing
Employment Supplementary to the termination Non-compete
contract pension plan or change of position clause indemnity
Executive corporate officers Yes No Yes No Yes No Yes No
Philippe SALLE
Chairman of the Board of Directors
First appointment: 2018
End of term of office: 2025 X X X X
Sophie ZURQUIYAH
Chief Executive Officer and Director
First appointment: 2018
End of term of office: 2022(a) X X (b) X (c) X (d)
Table 11 of the 2009–16 Financial Markets Authority Recommendation.
(a) Renewal as Direector will be proposed at the 2022 General Meeting.
(b) The details of the supplementary pension plan are in section 4.2.2.1.B of this Document. Executive corporate officers are beneficiaries of a defined-contribution
funded pension plan implemented for Group executives. This plan is partly covered by the Company. For 2021, the amount corresponding to the expense borne by
the Company under this scheme represents €12,341 for Sophie ZURQUIYAH.
(c) The details of the indemnities due owing to departure from the Group are in section 4.2.2.1.B of this Document.
(d) The details of the indemnities due for non-compete commitments are in section 4.2.2.1.B of this Document.

4.2.3 Remuneration elements paid or allocated for 2021 financial

year submitted to the shareholders for approval
In accordance with Article L. 22-10-34, II, III of the French Commercial Code, the fixed, variable and exceptional elements making up the
total remuneration and benefits of any kind paid or allocated for the 2021 financial year to executive corporate officers, presented below,
will be submitted to the vote of the shareholders, by separate resolutions for each person concerned, at the 2022 General Meeting.

A. Remuneration elements paid or allocated for 2021 financial year to Philippe SALLE, Chairman of the Board
of Director submitted to the shareholders for approval
Amount allocated
Remuneration for the Year-End
elements put Amounts paid or Accounting
to the vote for the Year-End valuation Information
Fixed remuneration €170,000.00 Not applicable In accordance with the 2021 remuneration policy applicable to the
Chairman of the Board of Directors approved by the Shareholders'
meeting of May 12, 2021, Philippe Salle received a fixed annual
remuneration of €170,000 for his duties as Chairman of the Board
of Directors (unchanged since 2018).
Annual variable Not applicable Not applicable Philippe SALLE does not receive any variable remuneration.
remuneration
Deferred variable Not applicable Not applicable Philippe SALLE does not receive any deferred variable
remuneration remuneration.
Multi-annual variable Not applicable Not applicable Philippe SALLE does not receive any multi-annual variable
remuneration (cash) remuneration.
Exceptional Not applicable Not applicable Philippe SALLE does not receive any exceptional remuneration.
remuneration

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Remuneration 4
Amount allocated
Remuneration for the Year-End
elements put Amounts paid or Accounting
to the vote for the Year-End valuation Information
Stock options, Not applicable Not applicable Philippe SALLE does not receive any allocation of stock options
performance shares, or performance shares.
and any other long-
term remuneration
element
Remuneration €70,000 €72,000 On April 26, 2018, the Board of Directors decided that
allocated to Directors Philippe SALLE would receive a fixed annual amount of
(for 2020 fiscal (for 2021 fiscal remuneration allocated to Directors of €70,000 for his duties as
year) year) Chairman of the Board of Directors.
In accordance with the remuneration policy applicable to the
Board of Directors approved by the Shareholders' meeting of May
12, 2021, Philippe SALLE received, for the year 2021, a fixed 4
amount of €72,000, including €2,000 of travel indemnity.
Valuation of benefits Not applicable Not applicable Philippe SALLE does not benefit from any benefit in kind.
of any kind
Severance pay Not applicable Not applicable Philippe SALLE is not entitled to any severance pay.
Non-compete Not applicable Not applicable Philippe SALLE is not entitled to any non-compete indemnity.
indemnity
General Benefits plan Not applicable €750 The Board of Directors, at its meeting of April 26, 2018, authorized,
in accordance with the procedure applicable to regulated
agreements and provided for in Articles L. 225-38 et seq. of the
French Commercial Code and the articles of the same Code
applicable to “listed” companies (Articles L. 22-10-1 et seq.), the
extension to Philippe SALLE of the general compulsory benefits
plan of the Group applicable to all employees. This benefit was
ratified by the General Meeting held on June 16, 2020.
For 2021, the amount corresponding to the expense borne by the
Company under this plan represents €750 for Philippe SALLE.
Supplementary Not applicable Not applicable Philippe SALLE does not benefit from a supplementary pension
pension plan plan.

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B. Remuneration elements paid or allocated for 2021 financial year to Sophie ZURQUIYAH, Chief Executive
Officer, submitted to the shareholders for approval
Amount allocated
Remuneration for the Year-End
elements put Amounts paid or Accounting
to the vote for the Year-End valuation Information
Fixed remuneration €630,000 Not applicable On April 26, 2018, the Board of Directors decided that
Sophie ZURQUIYAH would receive a fixed annual remuneration
of €630,000 for her duties as Chief Executive Officer.
This fixed remuneration on an annual basis has remained
unchanged for the year 2021.
Annual variable €210,000 €778,260 Sophie ZURQUIYAH receives a variable remuneration subject to
remuneration fulfilling qualitative objectives (representing one third of variable
(Payment of the annual (for 2020 fiscal (for 2021 fiscal remuneration) and quantifiable objectives (representing two thirds
variable remuneration year) year) of variable remuneration).
is subject to approval
by the 2022 General The quantifiable criteria are based on fulfilling the Group’s
Meeting under the budgetary objectives, set by the Board of Directors. Her target
conditions provided for amount is set to 100% of her fixed remuneration.
in Article L. 22-10-34, II
of the French The performance criteria and/or conditions were established by the
Commercial Code) Board meeting of March 4, 2021.
The quantifiable criteria (financial objectives) are as follows:
– Group’s Net Cash Flow (25% weighting);
– EBITDA free assets (25% weighting);
– Group’s external turnover (25% weighting); and
– operating income (25% weighting).
The qualitative criteria (non-financial objectives) are focused on:
– strategic plans management (40% weighting);
– Group organization and human resources management (20%
weighting);
– Group’s operational performance (20% weighting);
– HSE/Sustainable development (20% weighting).
On the basis of fulfilling the above qualitative and quantifiable
criteria and the financial statements for the year 2021, and upon
recommendation of the Appointment, Remuneration and
Governance Committee, the Board of Directors, at its meeting of
March 3, 2022, set this variable remuneration at €778,260. This
payment corresponds to an overall fulfilment rate of 123.53% of the
objectives (out of a possible maximum of 166.67%). This rate is
applied to the target amount of variable remuneration
(corresponding to 100% of the annual fixed remuneration of
Sophie ZURQUIYAH). Payment of this remuneration will be subject
to the approval by the 2022 General Meeting.
Deferred variable Not applicable Not applicable Sophie ZURQUIYAH does not receive any deferred variable
remuneration remuneration.
Exceptional Not applicable Not applicable Sophie ZURQUIYAH did not receive any exceptional remuneration in
remuneration 2021.
Remuneration Not applicable Not applicable Sophie ZURQUIYAH does not receive any remuneration allocated to
allocated to Directors Directors.

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Remuneration 4
Amount allocated
Remuneration for the Year-End
elements put Amounts paid or Accounting
to the vote for the Year-End valuation Information
General Benefits plan Not applicable €4,502 The Board of Directors, at its meeting of April 26, 2018, approved, in
accordance with the procedure applicable to regulated agreements
and provided for in Articles L. 225-38 et seq. of the French
Commercial Code and the articles of the same Code applicable to
“listed” companies (Articles L. 22-10-1 et seq.), the extension to
Sophie ZURQUIYAH of the general compulsory benefits plan of the
Group applicable to all employees.
This commitment was ratified by the General Meeting of May 15,
2019
For 2021, the amount corresponding to the expense borne by the
Company under this scheme represents €4,502 for
Sophie ZURQUIYAH. 4
International medical Not applicable €24,628 In accordance with the provisions of Articles L. 225-38 et seq. of the
insurance French Commercial Code and the articles of the same Code
applicable to “listed” companies (Articles L. 22-10-1 et seq.) , the
Board of Directors, at its meeting of April 26, 2018, approved the
conclusion of an international medical insurance contract for the
benefit of Sophie ZURQUIYAH.
This commitment was ratified by the General Meeting of May 15, 2019
For 2021, the amount corresponding to the expense borne by the
Company under this contract is €24,628 (US$29,277 converted in
euros on the basis of an average conversation rate for the year 2021
of 0,8412).
Valuation of benefits in Not applicable €9,600 The Board of Directors, at its meeting of April 26, 2018, decided that
kind (company car) for her duties as Chief Executive Officer, Sophie ZURQUIYAH would
benefit from a company car, the reinstatement of which cannot give
rise to a benefit in kind greater than an annual amount of €11,880.
Valuation of benefits Not applicable €11,261 In accordance with the procedure applicable to regulated
of any kind agreements and provided for in Articles L. 225-38 et seq. and the
(unemployment articles of the same Code applicable to “listed” companies (Articles
insurance) L. 22-10-1 et seq.) of the French Commercial Code, the Board of
Directors, at its meeting of April 26, 2018, authorized the conclusion
of an individual unemployment insurance plan with the GSC for the
benefit of Sophie ZURQUIYAH.
This guarantee provides for the payment of a maximum percentage
of 14.36% of Sophie ZURQUIYAH’s target remuneration in 2021
(i.e. €180,998) over a period of 12 months.
This commitment was ratified by the General Meeting of May 15, 2019
Remuneration Not applicable Not applicable Sophie ZURQUIYAH does not receive any remuneration allocated to
allocated to Directors the Directors.
Multi-annual variable Not applicable Not applicable No multi-annual variable remuneration plan was implemented by
remuneration (cash) the Company during the 2021 financial year.

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Amount allocated
Remuneration for the Year-End
elements put Amounts paid or Accounting
to the vote for the Year-End valuation Information
Stock options, Stock options: During its meeting of June 24, 2021, and on the basis of the
performance shares, €95,700 17th resolution of the General Meeting held on June 16, 2020, the
and any other long- Board of Directors allocated 330,000 stock options to
term remuneration Sophie ZURQUIYAH, i.e. 0.046% of the share capital of the Company
element on the date of allocation.
(Valuation according to
the method used for The vesting of rights is subject to the condition of presence in
the consolidated June 2024 (i.e. 3 years from the grant by the Board of Directors).
accounts for the 2021
financial year) The acquisition of the shares is subject to the fulfilment of three
performance conditions assessed over the vesting period relating to:
– the fulfilment of a performance condition relating to a growth in
the CGG stock market price over the acquisition period, of the
PHLX Oil Service SectorSM (OSXSM) index, calculated on the
acquisition date (first tranche giving rise to the acquisition of 50%
of the rights):
– a growth of the CGG share equal or above 80% and below
100% of the benchmark index will result in the definitive
acquisition of 50% of the options of this first tranche,
– a growth greater than or equal to 100% will result in the
definitive acquisition of 100% of the options of this first
tranche;
– achieving a cumulative Free EBITDA objective over the
acquisition period (second tranche giving rise to the acquisition
of 25% of the rights; if the objective is not achieved, no rights are
acquired);
– achieving an Average Net Debt to EBITDAs ratio objective by
2022 (third tranche giving rise to the acquisition of 25% of the
rights; if the objective is not achieved, no rights are acquired).
The fulfilment of the performance conditions gives the right to the
allocation of 100% of the options on the date on which this
fulfilment will be noted by the Board. The exercise price of the said
options is €0.91, set on the basis of the average opening price of
CGG shares over the twenty (20) trading days preceding the grant.
The options have a term of eight years.
The other conditions applicable to this plan are in section 4.2.2.1.B of
this Document.
Performance During its meeting of June 24, 2021, and on the basis of the
shares: €232,400 16th resolution of the General Meeting held on June 16, 2020, the
Board of Directors allocated 220,000 performance shares to
Sophie ZURQUIYAH, i.e. 0.03% of the share capital of the Company
on the date of allocation.
Thus, the acquisition of the shares is subject to a condition of
presence in June 2024 (i.e. 3 years from the grant), subject to the
fulfilment of two performance conditions assessed over the vesting
period relating to:
– achieving a cumulative Free EBITDA objective over the
acquisition period (giving rise to the acquisition of 50% of the
rights; if the objective is not achieved, no rights are acquired);
– achieving an Average Net Debt to EBITDAs ratio objective by
2023 (giving rise to the acquisition of 50% of the rights; if the
objective is not achieved, no rights are acquired).
The other conditions applicable to this plan are in section 4.2.2.1.B
of this Document.

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Remuneration 4
Amount allocated
Remuneration for the Year-End
elements put Amounts paid or Accounting
to the vote for the Year-End valuation Information
Supplementary Not applicable €12,341 In accordance with the procedure applicable to regulated
pension plan agreements and provided for in Articles L. 225-38 et seq. and the
articles of the same Code applicable to “listed” companies (Articles
L. 22-10-1 et seq.) of the French Commercial Code, the Board of
Directors, at its meeting of April 26, 2018, authorized the extension
to Sophie ZURQUIYAH of the collective defined-contribution funded
pension plan implemented for the Group’s executives since
January 1, 2005.
The contribution is calculated with reference to the Annual Social
Security Ceiling:
– tranche A – up to 1 Annual Social Security Ceiling: 0.5%
employee contribution and 1% employer contribution;
– tranche B – between 1 and 4 Annual Social Security Ceilings: 2% 4
employee contribution and 3% employer contribution;
– tranche C – between 4 and 8 Annual Social Security Ceilings:
3.5% employee contribution and 5% employer contribution.
The contribution base consists exclusively of the gross annual
remuneration for the year declared, the base salary, the annual
variable remuneration and the benefit in kind (company car). As a
matter of principle, this base excludes any other remuneration
element. For 2021, the amount corresponding to the expense borne
by the Company under this plan represents €12,341 for Sophie
ZURQUIYAH.
This commitment was ratified by the General Meeting of May 15, 2019
Contractual No amount paid to No amount The Board of Directors meeting on April 26, 2018, following the
termination indemnity Sophie ZURQUIYAH allocated to appointment of office by Sophie ZURQUIYAH as Chief Executive
for the 2021 Sophie ZURQUIYAH Officer for a term of four years, also approved, for the duration of
financial year for the 2021 this term of office, the terms and conditions of the benefits granted
financial year to Sophie ZURQUIYAH in the event of termination of her corporate
office. These benefits were ratified during the General Meeting of
May 15, 2019.
The Board of Directors meeting on March 5, 2020 amended the
terms of these benefits.
They now have the following characteristics:
Sophie ZURQUIYAH benefits from a contractual termination
indemnity in the event of revocation and non-renewal of her term of
office within twelve months following a change of control, in the
absence of any situation of failure characterized by the non-
achievement of the performance conditions described below; No
payment shall be made in the event of serious or gross misconduct
regardless of the reason for leaving.
The payment of the contractual termination indemnity will depend
on the average achievement rate of the objectives relating to the
annual variable portion of Sophie ZURQUIYAH’s remuneration for
the last three financial years ended prior to the departure date, in
accordance with the following rule:
a) If the average achievement rate is less than 80%, no contractual
termination indemnity will be paid;
b) If the average achievement rate is equal to or greater than 80%
and less than 90%, the contractual termination indemnity will be
due at 50% of its amount;
c) If the average achievement rate is equal to or greater than 90%,
the contractual termination indemnity will be due on a straight-
line basis between 90% and 100% of its amount.

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Amount allocated
Remuneration for the Year-End
elements put Amounts paid or Accounting
to the vote for the Year-End valuation Information

This contractual termination indemnity will be equal to the

difference between (i) a gross amount capped at 200% of the
Annual Reference Remuneration and including all sums of any
nature whatsoever, and on any basis whatsoever, to which Sophie
ZURQUIYAH may be entitled as a result of the termination, and
(ii) all sums to which she may be entitled as a result of the
implementation of the non-compete commitment.
The aggregate of the contractual termination indemnity and the
non-compete indemnity may under no circumstances exceed 200%
of the corporate officer’s Annual Reference Remuneration. Should
the combined amount of the two benefits be greater, the
contractual termination indemnity would be reduced to the amount
of this cap.
The Annual Reference Remuneration consists exclusively of the
annual fixed remuneration received during the twelve
rolling months prior to the notice date, plus the annual average of
the variable remuneration due for the last three financial years
ended prior to the departure date or beginning of the notice period,
if applicable.
At its meeting on March 5, 2020, the Board of Directors authorized,
in accordance with the procedure applicable to regulated
agreements provided for in Articles L. 225-38 et seq. and the
articles of the same Code applicable to “listed” companies (Articles
L. 22-10-1 et seq.) of the French Commercial Code, the signature of
an agreement formalizing these changes. The agreement signed in
this respect on March 6, 2020 has been approved by the General
Meeting of June 16, 2020 (7th resolution).
It is specified that, the Board of Directors must acknowledge, prior
to the payment of the special termination indemnity, (i) that the
performance conditions described above have been met and (ii) that
the contractual termination indemnity complies with the Corporate
Governance Code in force at the date of the departure of the person
concerned.
Non-compete No amount paid to No amount Sophei ZURQUIYAH has a non-compete commitment applicable to
commitment indemnity Sophie ZURQUIYAH allocated to activities involving services for the acquisition, processing or
for the 2021 Sophie ZURQUIYAH interpretation of geophysical data, or the supply of equipment or
financial year for the 2021 products designed for the acquisition, processing or interpretation
financial year of geophysical data, and involving the contribution of the person
concerned to projects or activities in the same field as those in
which she participated within the CGG group.
In consideration for this commitment for a period of 18 months from
the date of the termination of Sophie ZURQUIYAH’s duties, she
would receive remuneration corresponding to 100% of her Annual
Reference Remuneration.
The Board of Directors’ meeting of December 11, 2019 authorized
the modification of the terms of payment of the commitment in
order to bring it into compliance, in particular, with the
recommendations of the AFEP-MEDEF Code and the provisions
resulting from Order no. 2019-1234 of November 27, 2019 and the
decree of the same date adopted for its application, and the
signature of an agreement formalizing these modifications.
Pursuant to these amendments, the allowance will be paid in
instalments and will not be payable when the person concerned claims
his or her pension rights and, in any event, beyond the age of 65.
The agreement concluded in this respect on March 6, 2020 has
been approved by the General Meeting of June 16, 2020.

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OPERATING AND FINANCIAL
REVIEW
5.1 OPERATING AND 5.2 INFORMATION ON THE USE
FINANCIAL REVIEW 160 OF FINANCIAL INSTRUMENTS 172
5.1.1 Significant events, acquisitions and divestures 162
5.1.2 Twelve months ended December 31, 2021 5.3 SUBSIDIARIES MAIN
compared to twelve months ended AGGREGATES 173
December 31, 2020 162
5.1.3 Comments on the financial situation
of the Company and the Group 165

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Operating and financial review

5.1 OPERATING AND FINANCIAL REVIEW

References to a numbered "note" in this chapter are to the notes to our Consolidated Financial Statements.

Group organization CCUS, which represents a substantial submarket, is one of the key
enablers to reduce carbon footprint. Many energy companies are
Segment presentation and discontinued operations planning significant CCUS projects and increasingly incorporate
this technology in their development. Low carbon energy, such as
The financial information by segment is reported in accordance hydrogen, will also require long term storage and monitoring. To
with our internal reporting system and provides internal segment be successful, these new businesses require a detailed
information that is used by the chief operating decision maker to understanding of the subsurface, domain where CGG excels,
manage and measure performance. through its advanced geoscience and digital science technologies
In November 2018, we announced the new strategy for our Group and its global earth data library.
that included the transition to an asset-light model by reducing
CGG’s exposure to the Contractual Data Acquisition business. As Equipment
a result of these strategic announcements and actions This operating segment comprises our manufacturing and sales
undertaken since then, our Contractual Data Acquisition segment activities for geophysical equipment used for data seismic
and part of our Non-Operated Resources segment have been acquisition, both on land and marine. Additionally, its unique
presented as discontinued operations in our income statement portfolio of industry leading sensor technology allows to bring the
and as assets held for sale in our balance sheet in accordance benefits of its advanced sensor technology to the fast growing
with IFRS  5. The costs of implementation of our Strategic Plan Monitoring and Observation market, from structural health
described above, referred to as the “CGG 2021 Plan”, are reported monitoring (SHM) to monitoring solutions for energy transition
in discontinued operations in the related Contractual Data (CCUS notably) and environment. The Equipment segment carries
Acquisition business lines. out its activities through our subsidiary Sercel.
Our GGR and Equipment segments are reported in continuing Please refer to section 1.1.4 for a discussion about our beyond the
operations. core activities.
GGR Internal reporting and segment presentation
This operating segment comprises the Geoscience business lines Before the implementation of IFRS  15, the Group applied the
(processing and imaging of geophysical data, reservoir percentage of completion method for recognizing multi-client
characterization, geophysical consulting and software services, prefunding revenues. Following the implementation of IFRS  15,
geological data library and data management solutions) and the the Group recognizes multi-client prefunding revenues only upon
Multi-client Data business line (development and management of delivery of final processed data.
a seismic and geological data library that we undertake and
license to a number of clients on a non-exclusive basis). Both Although IFRS fairly presents the Group’s statement of financial
activities regularly combine their offerings, generating overall position, for internal reporting purposes CGG's management
synergies between their respective activities. continues to apply the pre-IFRS 15 revenue recognition principles,
with multi-client prefunding revenues recorded based on
Beyond the core, we leveraged on our technologies and expertise percentage of completion. CGG's management believes this
to address the fast growing markets of Digital Sciences and method aligns revenues closely with the activities and resources
Energy Transition. used to generate it and provides useful information as to the
In Digital Sciences, we focused on our long-standing leadership in progress made on multi-client surveys, while also allowing for
digital technology, especially as applied to geoscience, to develop useful comparison across time periods.
an integrated expert solution including the hardware platform, CGG therefore presents the Group’s results of operations in two
middleware and sofware services that are required to cost ways:
effectively support advanced cloud-based High-Performance
● the “Reported” or “IFRS” figures, prepared in accordance with
Computing (HPC) workflows and data transformation services. In
this platform, we notably propose data, algorithm and software as IFRS, with multi-client prefunding revenues recognized upon
a service (DaaS/SaaS) on our CGG cloud. delivery of the final data;
● the “Segment” figures, for purposes of internal management
In the Energy Transition, we propose services and technologies reporting, prepared in accordance with the Group’s previous
dedicated to Carbon Capture Utilization and Storage (CCUS), method for recognizing multi-client prefunding revenues.
Geothermal, Environmental Sciences and Minerals and Mining.

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Other companies may present segment and related measures The Group pursued the implementation of restructuring measures
differently than we do. Segment figures are not a measure of in continuing operations to adjust to the new baseline. These
financial performance under IFRS and should not be considered as measures have negatively impacted the statement of cash flows
indicators of our operating performance or an alternative to other by US$18 million in 2021.
measures of performance in accordance with IFRS.
The Group benefited from government incentives in certain
countries where it operates, triggering a positive cash impact of
Market environment US$5  million in the period, including deferrals of tax and social
contributions.
With the strengthened macro-environment, the demand for oil and
gas continued its strong recovery in 2021, leading to a full
recovery in oil and gas prices. Many observers believe they will Impairment, non-recurring and restructuring
remain high going forward. Indeed, the development of renewable items
energy will be a long process and will require significant
investments. Oil and, especially, gas will remain thus at the core To adjust to the volatile market environment, the Group may have
of the energy mix during all the energy transition journey to meet to incur non-recurring or restructuring costs as well as
the increasing worlwide energy demand and finance the impairment losses or write-offs due to events or changes in
progressive transformation of the portofolio of energy companies. circumstances that reduce the fair value of an asset below its
book value.
While it is still difficult to predict the energy outlook, we
anticipate, in line with recent industry analyses, the E&P sector to In 2021, in continuing operations, the Group recorded a non-
enter into a positive upcycle from 2022 onwards with market recurring net charge of US$125  million in its statement of
recovery expected to further accelerate in 2023, supported operations, with (i) US$132 million of impairment loss including
notably by the resumption of licensing rounds in core mature US$102  million loss of goodwill for our Multi-Client CGU,
US$21  million loss on our multi-client library and US$10 million
5
basins. After two years of underinvestment, we expect our clients
to keep on focusing on increasing production from existing loss on the net book value of our buildings subject to IFRS 16, and
reservoirs and on near field exploration. We believe that we are (ii) US$7 million gain of non-recurring cash costs including US$4
fundamentally well positioned in these domains with our high-end million gain on severance costs provisonned in 2020 and US$3
technologies as key enablers to increase the effectiveness of our million gain on tangible asset proceeds mainly.
clients’ projects, while meeting their ESG objectives.
Beyond the core, we developed in 2021 a range of new Seasonality
technologies and solutions, leveraging on our expertise and long-
time leading capabilities, to adress current market trends and We have historically experienced higher levels of activity during
accompany our traditional and new client base in their energy the fourth quarter, since our clients seek to fully spend their
transition challenges. These Beyond the Core new businesses annual budget before year-end. Equipment deliveries and
adressing the fast expanding markets of Digital Sciences, Energy Multi‑Client after-sales during the month of December usually
Transition and Monitoring and Observation solutions are expected reflect this pattern.
to contribute significantly to the growth of the activities of the
Group in the coming years. These Beyond the Core new
businesses amounted for about 5% of our operating revenues in
Accounting policies
2021. This operating and financial review and prospects should be read
After a soft first half of the year 2021, due to delays mostly in conjunction with our 2021 consolidated annual financial
affecting our Multi-Client activity, the expected rebound statements and the notes thereto included in this document,
materialized in the second half of the year. We confirmed the which have been prepared in accordance with International
anticipated trends of (i) gradual recovery in Geoscience activity, (ii) Financial Reporting Standards (IFRS) and its interpretation as
sustained demand for our data library located in the world’s most issued by the International Accounting Standards Board (IASB)
active basins and (iii) a pick-up in Equipment deliveries. We and as adopted by the European Union as at December 31, 2021.
extended our leadership and technology differentiation and Our significant accounting policies are fully described in note 1 to
reinforced our market share, which puts us in an advantageous our 2021 consolidated annual financial statements.
position as demand for our products and services continues to
increase.

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Operating and financial review

5.1.1 Significant events, acquisitions and divestures

Year 2021 was still impacted by the difficult health situation. The ● on June 30, 2021, CGG sold its Multi-Physics business to
roll-out of the vaccination has supported the progressive Xcalibur;
economic recovery. In this context CGG recorded the following ● on October 1, 2021, CGG finalized the sale of its GeoSoftware
significant events in 2021: activity to Topicus and Vela Software;
● on January 12, 2021, CGG accepted Rasmussengruppen’s
● on December 31, 2021, CGG has completed the sale of the
binding offer to buy all the Shearwater shares owned by CGG physical storage and associated services of its Smart Data
group; Solutions business to OASIS and Access.
● on April 1, 2021, CGG completed the settlement of tender offer
and redemption of Existing Notes and issued New Senior Please refer to Note 2 to our 2021 consolidated annual financial
Secured Notes due 2027; statements for further details on 2021 significant events.

5.1.2 Twelve months ended December 31, 2021 compared

to twelve months ended December 31, 2020
Unless otherwise specified, comparisons made in this section are between the twelve months ended December 31, 2021 and the twelve
months ended December 31, 2020. References to 2021 correspond to the twelve months ended December 31, 2021 and references to
2020 correspond to the twelve months ended December 31, 2020.

Operating revenues
The following table sets forth our operating revenues by division for each of the periods stated:

Year ended December 31, Increase/(Decrease)

2021 2020 (restated) 2021 vs. 2020

Segment IFRS 15 Segment IFRS 15 Segment

In millions of US$ Figures adjustment As reported Figures adjustment As reported Figures As reported

Geoscience 309.5 - 309.5 328.3 - 328.3 (6)% (6)%

Multi-Client Data 276.2 120.8 397.0 339.7 (69.2) 270.5 (19)% 47%
GGR Revenues 585.7 120.8 706.5 668.0 (69.2) 598.8 (12)% 18%
Equipment Revenues 356.5 - 356.5 290.7 - 290.7 23% 23%
Eliminated revenues
and others (0.8) - (0.8) (3.5) - (3.5) (77)% (77)%
TOTAL OPERATING
REVENUES 941.4 120.8 1,062.2 955.2 (69.2) 886.0 (1)% 20%

Our consolidated operating revenues as reported, following the decreased by 12% to US$586  million from US$668  million in
application of IFRS  15, increased by 20% to US$1,062  million in 2020. The main drivers regarding the change in operating
2021 from US$886  million in 2020. The moderate decline in revenues are detailed below.
Geoscience revenue was more than compensated by the increase
in Multi‑Client Data and Equipment revenues. Geoscience
Before IFRS 15 adjustments, our consolidated operating revenues Operating revenues as reported from Geoscience was down 6%
decreased by 1% to US$941 million in 2021 from US$955 million year-on-year to US$309  million in 2021 from US$328  million in
in 2020, with Equipment segment largely offsetting declines in 2020. After decreasing due to market conditions and reaching an
other business lines. The respective contributions from the inflection point in the first quarter, the activity grew in the second
Group’s businesses to our segment operating revenues were 62% quarter and confirmed its recovery in the second half of the year,
from GGR and 38% from Equipment. driven by a global increase in demand for best resolution imaging
of the subsurface.
GGR The market remains solid worldwide driven by our client's focus
Operating revenues as reported from our GGR segment increased on near-field exploration, production optimization and increasing
by 18% to US$707 million in 2021 compared to US$599 million in interest in new fields development.
2020. Before IFRS  15 adjustments, GGR segment revenues

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Multi-Client Data External revenues for our Equipment segment increased by 24%
to US$356 million in 2021 from US$287 million in 2020. Internal
Multi-Client Data revenues as reported increased by 47% to
sales represented less than 1% of total revenues in 2021
US$397 million in 2021 compared to US$271 million in 2020, with
compared to 1% in 2020:
major delivery in October 2021 of marine Nebula area A program
offshore Brazil started in 2019. Before IFRS  15 adjustments, ● Land equipment sales represented 63% of total revenues in

Multi-Client Data segment revenues decreased by 19% to 2021, compared to 74% in 2020, up 3% year-on-year however.
US$276 million from US$340 million in 2020. Land equipment sales were US$223 million in 2021 from
US$216 million in 2020 as we delivered recording systems and
Prefunding revenues as reported strongly increased by 89% to vibrators in various geographies (China, Russia and North
US$271  million in 2021 from US$144  million in 2020. Excluding Africa) and for large mega-crews in Saudi Arabia.
IFRS  15 adjustment, prefunding revenue of our multi-client
● Marine equipment sales represented 28% of total revenues in
projects reached US$150 million, down 29% from US$213 million
in 2020, commensurate with the reduction in our multi-client cash 2021 compared to 17% in 2020, a 102% increase in sales to
capex at US$168  million from US$239  million in 2020, with two US$101 million in 2021 from US$50 million in 2020. During the
marine streamer programs, one in Brazil and one in the Norwegian year, Sercel delivered on schedule 18,000  GPR300  nodes for
North Sea as well as five reprocessing projects. The cash- the shallow water seismic acquisition market in the Middle
prefunding rate was at 89% as in 2020. East region.
● Downhole equipment sales remain stable at US$15 million in
After-sales revenues remained stable at US$126  million in 2021 2021 compared to US$14 million in 2020.
compared to US$127 million in 2020.
● Non-oil & gas sales strongly increase by 55% to US$17 million

Equipment in 2021 from US$11 million in 2020 with the first commercial
project for a S-scan rail track monitoring solution.
Total revenues for our Equipment segment (including internal and 5
external sales) strongly increased by 23% to US$357  million in
2021 from US$291 million in 2020 mainly driven by the high level
of Marine equipment sales (GPR nodes).

Operating expenses
The following table sets forth our operating expenses for each of the periods stated:

Year ended December 31, Increase/(Decrease)

2021 2020 (restated) 2021 vs. 2020
Segment As Segment As Segment As
In millions of US$ Figures reported Figures reported Figures reported
Operating revenues 941.4 1,062.2 955.2 886.0 (1)% 20%
Costs of Operations (755.9) (853.2) (787.3) (726.5) (4)% 17%
% of operating revenues (80)% (80)% (82)% (82)%
Gross Margin 186.3 209.8 168.6 160.2 10% 31%
% of operating revenues 20% 20% 18% 18%
Research and Development (17.0) (17.0) (18.6) (18.6) (9)% (9)%
% of operating revenues (2)% (2)% (2)% (2)%
Marketing and Selling (29.9) (29.9) (32.5) (32.5) (8)% (8)%
% of operating revenues (3)% (3)% (3)% (4)%
General and Administrative (62.9) (62.9) (67.9) (67.9) (7)% (7)%
% of operating revenues (7)% (6)% (7)% (8)%
Other incomes (expenses) (125.1) (123.2) (214.5) (214.5) (42)% (43)%
Operating income (48.7) (23.2) (164.9) (173.3) (71)% (87)%
% of operating revenues (5)% (2)% (17)% (20)%

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As a percentage of operating revenues as reported, cost of Financial income and expenses

operations as reported decreased slightly to 80% in 2021 from
82% in 2020. Excluding IFRS  15 adjustments, segment cost of Net cost of financial debt in 2021 was US$121 million, compared
operations, as a percentage of the segment operating revenues, to US$134  million in 2020, benefiting from more attractive
was also 80% in 2021 from 82% in 2020. interest rate and eliminating capitalized interest obligations
thanks to issuance of new Senior Secured Notes due 2027.
Excluding impairment loss, the amortization cost of our multi-
client library as reported corresponded to 66% of the Multi-Client Other financial income and expenses amounted to a loss of
Data revenues as reported in 2021 compared to 68% in 2020. US$42 million in 2021, mainly related to the refinancing costs and
Excluding impairment loss and IFRS 15 adjustments, the segment including US$26 million of transaction fees and US$14 million of
amortization cost of our multi-client library decreased to 59% of call premium for anticipated reimbursement of the Existing First
the Multi-Client Data segment revenues in 2021 compared to 72% Lien notes. (Please refer to note 23 to our 2021 consolidated
in 2020, mainly due to a more favorable sales mix. annual financial statements.) In 2020, other financial income and
expenses were a loss of US$39 million, including US$47 million of
Gross profit as reported increased by 31% to US$210  million in
loss on fair value re-measurement related to other financial
2021 from US$160 million in 2020, representing 20% and 18% of
assets and liabilities linked to the Marine Acquisition exit
operating revenues, respectively, as a result of the factors
transaction.
discussed above. Segment gross profit was US$186  million in
2021, representing 20% of segment operating revenues compared
to 18% in 2020. Income taxes
Research and development costs decreased by 9% in 2021
Income taxes as reported amounted to an income of US$4 million
compared to 2020, mainly as a consequence of cost reduction
in 2021, including current income tax expense of US$8 million and
measures and sale of our GeoSoftware business.
deferred tax profit of US$12 million mainly resulting from
Marketing and selling expenses and general and administrative deferred tax asset remeasurement of US$13 million in United
expenses decreased in 2021 by 8% and 7% respectively compared Kingdom. This compares to an expense of US$29 million in 2020.
to 2020, mainly due to the impact of support cost reduction
Please refer to note 24 of our 2021 consolidated annual financial
measures, despite the less favorable foreign exchange rate
statements
environment (the average exchange rate was set as US$1.19 per
euro in 2021 compared to US$1.14 per euro in 2020).
Other expenses of US$123 million in 2021 were mainly composed
Net Income from continuing operations
of US$102 million impairment loss of goodwill for our Multi-Client Net income from continuing operations as reported was a loss of
CGU associated with US$21  million of impairment loss on US$182 million in 2021 compared to a loss of US$408 million in
offshore multi-client library. 2020 as a result of the factors discussed above.

Operating income Net Income from discontinued operations

Operating income as reported amounted to a US$23  million loss Operating revenues for Contractual Data Acquisition decreased by
in 2021 as a result of the factors described above, compared to a 53% to US$19  million in 2021 from US$39  million in 2020, with
loss of US$173  million in 2020. Excluding IFRS  15 adjustments, the sale of Multi-Physics business on June 30, 2021.
segment operating income was a loss of US$49  million in 2021
compared to a loss of US$165 million in 2020. Net income from discontinued operations amounted to a gain of
US$2 million in 2021 compared to a loss of US$29 million in 2020
Segment operating income from our GGR segment was a loss of which was mainly due to our gradual exit from this segment as
US$21  million in 2021 as activity recovery was partly part of our CGG 2021 Plan. Please refer to note  5 to our 2021
compensated by impairment losses in respect of goodwill and the consolidated annual financial statements.
offshore data library of our Multi-Client CGU. This result is to be
compared with a loss of US$130 million in 2020, strongly
impacted by charges booked to reduce the Group's cost structure Net income
and including US$98 million of data library impairment loss.
Net income as reported was a loss of US$180  million in 2021
Segment operating income from our Equipment segment was a compared to a loss of US$437 million in 2020.
positive US$5 million in 2021, marking the arrival of the
equipment market recovery, after the loss of US$11  million in
2020, which reflected the drop in the equipment market triggered
by the pandemic.

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Statutory financial statements of CGG SA debt. Since the refinancing carried out in April 2021, all the
Group's debt is now issued by CGG SA.
The turnover of CGG SA amounted to €29 million in 2021,
Exceptional income and expenses for 2021 amounted to €(514)
compared to €17 million in 2020, up by €12 million thanks to an
million corresponding mainly to the net disposal of CGG Marine
optimized contribution of the subsidiaries to the expenses borne
Resources Norge AS for €(481) million and the net disposal of
by the parent company.
Shearwater GS for €(47) million (we received €22 million against
Operating income posted a loss of €30 million in 2021, compared a net book value of €(69) million).
to €17 million in 2020. Operating income was strongly impacted
Net income tax was a credit of €4  million in 2021 because of
in 2021 by €22 million in debt refinancing costs (recognized in
French tax group benefits, compared to a tax credit of €7 million
operating expenses under French accounting standards).
in 2020.
The 2021 financial result showed a profit of €250 million
Net income was a loss of €291 million compared to a net loss of
compared to a loss of €929 million in 2020 mainly linked to (i)
€1,076 million in 2020, resulting from the above factors.
dividends received from subsidiaries for €232 million, (ii) a
reversal of a provision of €484 million following the sale of shares The shareholders’ equity as of December  31, 2021 amounted to
in CGG Marine Resources Norge AS, (iii) a reversal of provisions of €0.5  billion including the net loss for the period, compared to
€33 million following the sale of Shearwater shares and (iv) the €0.8 billion as of December 31, 2020.
constitution of a provision allowance on shares of subsidiaries in
the amount of €433 million. Interest expenses and income are up No dividend has been distributed in the last three fiscal years.
compared to last year. They relate to the company's net financial

5
5.1.3 Comments on the financial situation of the Company
and the Group
Liquidity and capital resources Our ability to make scheduled payments of principal, or to pay the
interest or additional amounts, if any, or to refinance our
Our principal financing needs are the funding of ongoing indebtedness, or to fund planned capital expenditures will depend
operations and capital expenditures, investments in our Multi- on our future performance, which, to a certain extent, is subject to
Client Data library, the funding of the restructuring costs and general economic, financial, competitive, legislative, regulatory,
other expenses of the “CGG 2021 Plan” as well as our debt service and other factors that are beyond our control.
obligations.
With the refinancing completed on April  1, 2021, we do not have Going concern assumptions
any major debt repayment scheduled before 2027, the maturity
date of our new senior secured notes. We intend to fund our As of December 31, 2021, in light of the Group’s cash flow
capital requirements through cash generated by operations and projections based on the current operations, CGG had enough
liquidity on hand. In the past, we have obtained financing through cash liquidity to fund its operations, taking into account a period of
bank borrowings, capital increases and issuances of debt and twelve months from the closing date.
equity-linked securities.

Cash flows from continuing operations

Operating activities
The following table presents a summary of the net cash as reported related to operating activities for each of the periods stated:

Year ended December 31,

In millions of US$ 2021 2020 (restated)
Net cash before changes in working capital 421.6 299.5
Change in working capital (84.9) (35.2)
NET CASH PROVIDED BY OPERATING ACTIVITIES 336.7 264.3

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Before changes in working capital, net cash as reported provided collection stream, mostly due to our Equipment segment
by operating activities in 2021 was US$422  million compared to deliveries, and reduction in inventories. Excluding IFRS 15
US$300  million in 2020, mainly due to the increase in activity. adjustments, changes in working capital had a positive impact on
Changes in working capital had a negative effect of US$85 million cash from operating activities of US$36 million.
in 2021. This change mainly resulted from our multi-client survey
delivery cycle and, to a lesser extent the year-end sales in Net cash provided by operating activities was US$337  million in
Geoscience, and was partially compensated by the good cash 2021 compared to US$264 million in 2020.

Investing activities
The following table presents the main items linked to investing activities for each of the periods stated:

Year ended December 31,

In millions of US$ 2021 2020 (restated)
Net cash used in investing activities 138.8 289.6
Of which
Industrial capital expenditures 29.0 23.2
Capitalized development costs 29.6 40.9
Multi-client Data 168.3 239.0
Proceeds and Acquisitions (89.3) -

The net cash used in investing activities decreased to net amount adjustments, the segment net book value of our multi-client data
of US$139  million in 2021 compared to US$290  million in 2020. library was US$283 million as of December 31, 2021, compared to
Excluding the sale of our Smart Data Solutions and GeoSoftware US$285 million as of December 31, 2020.
businesses for respective cash inflows less cost to sell of US$11
million and US$82 million, the net cash used in investing activities Financing activities
was mainly impacted by the decrease of Multi-Client Data
Net cash used by financing activities was US$218 million in 2021
investments (US$71  million). In 2021, we conducted two marine
compared to a net cash used of US$148  million in 2020, the
streamer programs, one in the Norwegian North Sea and one in
variation was mainly associated to the net cash outflow related to
Brazil, as well as five reprocessing projects.
the refinancing of our Existing First Lien and Existing Second Lien
As of December  31, 2021, the net book value of our multi-client Notes (excluding accrued interests to the date of refinancing).
data library as reported was US$393  million compared to
Please refer to note 2 to our 2021 consolidated annual financial
US$492  million as of December  31, 2020. Excluding IFRS  15
statements

Net cash flows from discontinued operations

The following table presents a summary of the cash flow of the discontinued operations for each of the periods stated:

Year ended December 31,

In millions of US$ 2021 2020 (restated)
Net cash flow incurred by discontinued operations (35.0) (72.5)

Please refer to note 5 to our 2021 consolidated annual financial statements for more information.

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Net financial debt equivalents. Net financial debt is presented as additional
information because we understand that certain investors believe
Net financial debt as of December  31, 2021 was US$989  million that netting cash against debt provides a clearer picture of our
compared to US$1,004 million as of December 31, 2020. The ratio financial liability exposure. However, other companies may
of net financial debt to equity was 103% as of December 31, 2021 present net financial debt differently than we do. Net financial
compared to 90% as of December 31, 2020. debt is not a measure of financial performance under IFRS and
should not be considered as an alternative to any other measures
“Gross financial debt” is the amount of bank overdrafts, plus of performance derived in accordance with IFRS.
current portion of financial debt, plus financial debt, and “net
financial debt” is gross financial debt less cash and cash

The following table presents a reconciliation of net financial debt to financing items of our statement of financial position at
December 31, 2021 and December 31, 2020:

Year ended December 31,

In millions of US$ 2021 2020 (restated)
Bank overdrafts - 0.2
Current portion of financial debt 90.3 58.6
Financial debt 1,218.1 1,330.3
Gross financial debt 1,308.4 1,389.1 5
Less cash and cash equivalents (319.2) (385.4)
NET FINANCIAL DEBT 989.2 1,003.7

Cash and cash equivalents included trapped cash amounting to EBITDAs is defined as earnings before interest, tax, income from
US$37  million as at December 31, 2021, compared to equity affiliates, depreciation, amortization net of amortization
US$49 million as at December 31, 2020. Trapped cash means any expense capitalized to Multi-client and share-based compensation
cash and cash equivalent held by a subsidiary that operates in a cost. Share-based compensation includes both stock options and
country where exchange controls or other legal restrictions shares issued under our share allocation plans. EBITDAs is
prevent these cash balances from being available for use by the presented as additional information because we understand that it
Group or one of its subsidiaries. is one measure used by certain investors to determine our
operating cash flow and historical ability to meet debt service and
capital expenditure requirements.
EBIT and EBITDAs (unaudited)
However, other companies may present EBIT and EBITDAs
EBIT is defined as operating income plus our share of income in differently than we do. EBIT and EBITDAs are not a measure of
companies accounted for under the equity method. As a financial performance under IFRS and should not be considered as
complement to operating income, EBIT may be used by an alternative to cash flow from operating activities or as a
management as a performance indicator for segments because it measure of liquidity or an alternative to net income as indicators
captures the contribution to our results of the significant of our operating performance or any other measures of
businesses that we manage through our joint ventures. performance derived in accordance with IFRS.

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The following table presents a reconciliation of EBITDAs and EBIT to net income from continuing operations for the periods indicated:

Year ended December 31, 2021

Segment IFRS 15
In millions of US$ Figures adjustments As reported
EBITDAs 344.1 120.8 464.9
Depreciation and amortization (225.7) - (225.7)
Multi-client surveys impairment and amortization (186.2) (95.3) (281.5)
Depreciation and amortization capitalized to Multi-client surveys 17.3 - 17.3
Share-based compensation expenses 1.8 - 1.8
Operating income (48.7) 25.5 (23.2)
Share of (income) loss in companies accounted for under equity method 0.1 - 0.1
EBIT (48.6) 25.5 (23.1)
Cost of financial debt, net (120.5) (120.5)
Other financial income (loss) (42.4) (42.4)
Total income taxes 4.4 4.4
NET INCOME FROM CONTINUING OPERATIONS (207.0) 25.5 (181.6)

Year ended December 31, 2020 (restated)

Segment IFRS 15
In millions of US$ Figures adjustments As reported
EBITDAs 360.1 (69.2) 290.9
Depreciation and amortization (193.5) - (193.5)
Multi-client surveys impairment and amortization (345.6) 60.8 (284.8)
Depreciation and amortization capitalized to Multi-client surveys 18.1 - 18.1
Share-based compensation expenses (4.0) - (4.0)
Operating income (164.9) (8.4) (173.3)
Share of (income) loss in companies accounted for under equity method (31.8) - (31.8)
EBIT (196.7) (8.4) (205.1)
Cost of financial debt, net (134.1) - (134.1)
Other financial income (loss) (39.4) - (39.4)
Total income taxes (29.3) - (29.3)
NET INCOME FROM CONTINUING OPERATIONS (399.5) (8.4) (407.9)

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Year ended December 31, 2021
Segment IFRS 15
In millions of US$ Figures adjustments As reported
GGR   334.4   120.8   455.2
Equipment 40.4 40.4
Non-Operated Resources - -
Eliminations and other (30.7) (30.7)
EBITDAs   344.1   120.8   464.9

Year ended December 31, 2020 (restated)

Segment IFRS 15
In millions of US$ Figures adjustments As reported
GGR   361.2   (69.2)   292.1
Equipment 20.9 20.9
Non-Operated Resources - -
5
Eliminations and other (22.0) (22.0)
EBITDAs   360.1   (69.2)   290.9

Net cash flow determine our operating cash flow and historical ability to meet
debt service and capital expenditure requirements. However,
“Net cash flow” is defined as “Net cash flow provided by operating other companies may present net cash flow differently than we
activities” plus “Total net proceeds from disposals of assets”, do. Net cash flow is not a measure of financial performance under
minus (i)  “Total capital expenditures” and “Investments in IFRS and should not be considered as an alternative to cash flow
multi‑client surveys, net cash” as set out in our consolidated from operating activities or any other measures of performance
statement of cash flows in the “Investing section”, (ii)  “Lease derived in accordance with IFRS.
repayment” and “Financial expenses paid” as set out in our Net cash flow amounted to inflows of US$19  million in 2021
consolidated statement of cash flows in the “Financing section”, compared to outflows of US$247  million in 2020. Net cash flow
and (iii) “Net cash flows incurred by Discontinued Operations”. before net cash flow incurred by Discontinued Operations
Net cash flow is presented as additional information because we represented inflows of US$54  million in 2021, compared to
understand that it is one measure used by certain investors to outflows of US$174 million in 2020.

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Year ended December 31, 2021

In millions of US$ 2021 2020 (restated)
Net cash flow provided by operating activities 336.7 264.3
Total capital expenditures (including variation of fixed assets suppliers, excluding Multi-client
surveys) (58.6) (64.1)
Investments in Multi-client surveys, net cash (168.3) (239.0)
Proceeds from disposals of tangible and intangible assets 3.7 0.5
Acquisition of investments, net of cash & cash equivalents acquired (2.0) (0.4)
Proceeds from divestment of activities and sale of financial assets 89.3 -
Variation in subsidies for capital expenditures 0.3 -
Lease repayments (57.0) (55.5)
Financial expenses paid (89.8) (80.2)
Net cash flow before net cash flows incurred by Discontinued Operations 54.3 (174.4)
Net cash flows incurred by Discontinued Operations (35.0) (72.5)
NET CASH FLOW 19.3 (246.9)

Contractual obligations, commitments and contingencies

The following table sets forth our future cash obligations (not discounted) as of December 31, 2021:

Payments due by period

Less than
In millions of US$ 1 year 1-3 years 4-5 years After 5 years Total
Long-term debt obligations:
Financial debt - 0.5 0.9 1,163.9 1,165.3
Other long-term obligations (cash interest) 96.9 193.8 191.5 43.8 526.0
Total Long-term debt obligations 96.9 194.3 192.4 1,207.7 1,691.3
Lease obligations 75.1 46.2 7.3 6.6 135.2
TOTAL CONTRACTUAL CASH OBLIGATIONS  (a) (b)
172.0 240.5 199.7 1,214.3 1,826.5
(a) Payments in other currencies are converted into US dollar at December 31, 2021 exchange rates.
(b) These amounts are principal amounts and do not include any accrued interest.

Please refer to note  17 for more information, including a discussion of our Capacity Agreement (and the Idle Vessel Compensation
arrangements thereunder) and our Step-In Agreements.

Capacity Agreement and Idle Vessels Step-In Agreements

Compensation As indicated in note 17 to our 2021 consolidated annual financial
On January 8, 2020, CGG and Shearwater signed a Capacity statements, under the Payment Instructions Agreement CGG
Agreement, which is a marine data acquisition service contract, committed to paying part of the amounts due under the Capacity
under the terms of which, as indicated in note 2 to our 2021 Agreement directly to the GSS subsidiaries to cover Shearwater
consolidated annual financial statements, CGG is committed to CharterCo’s obligations under its bareboat charter agreements.
using Shearwater's vessel capacity in its Multi-Client business The Step-In Agreements will not impact our balance sheet unless
over a five-year period, at an average of 730 days per year. a triggering event, as described in note  17, occurs. In that event,
The Capacity Agreement provides compensation of Shearwater our obligations under the Capacity Agreement would be
for days when more than one of its high-end seismic vessels are terminated and replaced by our obligations under the Step-In
idle, up to a maximum of three vessels. Agreements, representing a lower amount of commitment
compared to the Capacity Agreement.
The maximum Idle Vessel Compensation amount for a full year
came to US$(22) million. At December 31, 2021 the residual
commitment in respect of Idle Vessel Compensation through to
the end of the five-year period was US$(66) million.

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Eidesvik Put Option a significantly lesser extent, in Brazilian reais, Chinese yuan,
Norwegian kroner, British pounds, Canadian dollars, and
On January 11, 2021, Eidesvik Offshore ASA exercised its put Australian dollars.
option to sell to CGG 1,987,284 Class A shares of Shearwater for
As of December 31, 2021, we estimate our net annual recurring
US$30 million. Through this transaction, CGG SA increased its
expenses in euros at the Group level to be approximately
shareholding in Shearwater Geoservices Holding AS to 3,945,532
€180 million and as a result, an unfavorable variation of US$0.10
Class A shares (6.64% of the total outstanding shares).
in the average yearly exchange rate between the US dollar and
On January 12, 2021, CGG accepted to sell to Rasmussengruppen the euro would reduce our net income and our shareholders’
for total cash consideration of US$28 million all the Shearwater equity by approximately US$18 million.
shares held by CGG SA, including those acquired through Eidesvik
For further details on the effect of fluctuations in the exchange
exercising its put option.
rate upon our results of operations, please refer to note 14 to our
Please refer to note 2, and note 14 to our 2021 consolidated 2021 consolidated annual financial statements.
annual financial statements.
Interest rates
Legal proceedings, claims and other
Since the refinancing exercise in 2021, CGG Group's sources of
contingencies financing have consisted largely of secured bonds at fixed interest
From time to time we are involved in legal proceedings arising in rates. Only our US$100 million revolving credit facility and our
the normal course of our business. To date, there are no legal financial assets are subject to variable interest rates. As a result,
proceedings underway, either individually or collectively, which the Group's financial expenses are exposed to limited interest rate
we believe are likely to result in a material adverse effect on our risk.
5
consolidated financial statements. For more information about our variable interest rate exposure,
please refer to note 14 to our 2021 consolidated annual financial
statements.
Off-balance sheet arrangements and
contractual obligations
Income taxes
We have not entered into any other off-balance sheet
arrangements that have or are reasonably likely to have a current We conduct the majority of our activities outside of France and
or future material effect on our financial condition, changes in pay taxes on income earned or deemed profits in each foreign
financial condition, revenues or expenses, results of operations, country pursuant to local tax rules and regulations.
liquidity, capital expenditures or capital resources that are
We have significant tax losses carried forward that are available
material to investors.
to offset future taxation on income earned in certain OECD
For more information, please refer to note 17 "Contractual countries. Deferred tax assets are recognized only when their
obligations, commitments and contingencies" to our 2021 recovery is considered as probable or when there are existing
consolidated annual financial statements. taxable temporary differences, of an appropriate type, that
reverse in an appropriate period. When tax laws limit the extent to
which unused tax losses can be recovered against future taxable
Currency fluctuations profits in each year, the amount of deferred tax assets recognized
from unused tax losses as a result of suitable existing taxable
As a company that derives a substantial amount of its revenue temporary differences is restricted as specified by the applicable
from sales internationally, we are subject to risks relating to tax laws. When financial forecasts are revised downward, we
fluctuations in currency exchange rates. Our revenues and consider the depreciation of our deferred tax assets recognized in
expenses are mainly denominated in US dollars and euros, and to prior periods.

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5 OPERATING AND FINANCIAL REVIEW
Information on the use of financial instruments

5.2 INFORMATION ON THE USE OF FINANCIAL

INSTRUMENTS

Our turnover is mainly denominated in US dollars, representing On the contrary, we do not enter into forward foreign currency
respectively 66% in 2021 and 68% in 2020 of our total turnover exchange contracts to hedge recurring fixed expenses in any
and to a significantly lesser extent in euro, Brazilian reais, Chinese currency, especially euros.
yuan, British pounds, Norwegian kroner, Australian dollars and
Canadian dollars. Since the 2021 refinancing, a large portion of the group
indebtedness is denominated in euros. As of December  31, 2021
Most of our expenses in 2021 were paid in US dollars, euro, and 2020, our total outstanding debt (without giving effect to the
Brazilian reais and Chinese yuan, British pounds, Norwegian adoption of IFRS  16) denominated in US dollars was
kroner. US$509  million and US$752  million, respectively, representing
43% and 62% of our total financial debt outstanding at such dates.
We aim to match our foreign currency revenues and expenses in
order to balance, to the extent possible, our net position of As of December 31, 2021, forward contracts were outstanding for
receivables and payables denominated in foreign currencies, in the US dollar equivalent of US$70.6  million (of which
particular currencies that are not readily available or are difficult US$31.3  million were applied), of which US$21.0  million were
to convert. Nevertheless, in past years, the Group did not succeed against the euro, €12.8  million were against the Chinese yuan,
in totally balancing its foreign currency revenues and expenses, €1,4 million were against the British pound, and US$33.4 million
especially for euros, due to personnel costs payable in euros in were against the Brazilian reais.
France and in certain European countries.
As of December 31, 2020, forward contracts were outstanding for
In addition, our general policy is, when possible, to hedge major the US dollar equivalent of US$47.5  million (of which
currency exposures related to forecasted excess currency US$25.4  million were applied), of which US$28.0  million were
originating from operational contracts at the time such contracts against the euro, €1.6 million were against the Chinese yuan, and
are entered in the backlog. This strategy to reduce foreign US$17.5 million were against the Chinese yuan.
exchange risks led us to mitigate, without eliminating the positive
or negative impact of the foreign exchange rate variation on the
operating income of the Group.

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Subsidiaries main aggregates 5
5.3 SUBSIDIARIES MAIN AGGREGATES

The following table provides the main aggregates for the top holding company CGG SA, the GGR segment and the Equipment segment
(Sercel and its subsidiaries).

IFRS Services Equipment Consolidation Total

In millions of US$ except for personnel CGG SA Subsidiaries Subsidiaries adjustments CGG group
2021
Non-current assets 2,188.0 1,402.9 283.1 (1,992.1) 1,881.9
Financial debt 1,219.6 93.3 14.3 (18.8) 1,308.4
Cash and cash equivalents 191.9 72.7 54.6 - 319.2
Dividends paid to CGG SA - 97.4 170.4 (267.8) -
Operating revenues 34.5 684.0 356.6 (12.9) 1,062.2
Operating income (634.8) (220.5) 6.2 825.9 (23.2) 5
Net income (loss) from continuing operations (334.7) (293.5) 11.0 435.7 (181.6)
Total equity 825.2 641.5 753.3 (1,213.6) 1,006.4
Personnel 14 1,937 1,361 - 3,312
2020
Non-current assets 3,198.9 2,727.6 287.9 (4,068.1) 2,146.3
Financial debt 623.0 892.1 11.7 (138.0) 1,388.8
Cash and cash equivalents 245.3 74.9 65.3 (0.1) 385.4
Dividends paid to CGG SA - 203.7 - (203.7) -
Operating revenues 19.2 663.1 290.7 (87.0) 886.0
Operating income (156.7) (320.1) (9.1) 312.6 (173.3)
Net income (loss) from continuing operations 127.7 (500.3) (2.1) (33.2) (407.9)
Total equity 2,743.3 1,442.1 864.7 (3,885.5) 1,164.6
Personnel 17 2,444 1,429 - 3,890

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174
 6
2021 FINANCIAL STATEMENTS -
FINANCIAL INFORMATION ON THE COMPANY’S
ASSETS, FINANCIAL POSITON AND RESULTS
6.1 2020-2021 CGG CONSOLIDATED 6.2 2020-2021 STATUTORY FINANCIAL
FINANCIAL STATEMENTS 176 STATEMENTS OF CGG SA 248
6.1.1 Consolidated statement of operations 176 6.2.1 Balance sheet 248
6.1.2 Consolidated statement of financial position 178 6.2.2 Income statement 248
6.1.3 Consolidated statement of cash flows 179 6.2.3 Cash flow statement 248
6.1.4 Consolidated statement of changes in equity 181 6.2.4 Notes 248
6.1.5 Notes to the consolidated financial 6.2.5 Information on terms of payment 249
statements 183 6.2.6 Financial results of CGG SA (group holding
6.1.6 Statutory auditors’ report on the consolidated company) over the last five years 250
financial statements 244 6.2.7 Statutory auditors’ report on the statutory
financial statements of CGG SA 251

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6 2021 FINANCIAL STATEMENTS
2020-2021 CGG consolidated financial statements

6.1 2020-2021 CGG CONSOLIDATED FINANCIAL

STATEMENTS
6.1.1 Consolidated statement of operations
Year
2020
In millions of US$ Notes 2021 Restated (b)
Operating revenues 18, 19 1,062.2 886.0
Other income from ordinary activities 0.8 0.7
Total income from ordinary activities 1,063.0 886.7
Cost of operations (853.2) (726.5)
Gross profit 209.8 160.2
Research and development expenses – net 20 (17.0) (18.6)
Marketing and selling expenses (29.9) (32.5)
General and administrative expenses (62.9) (67.9)
Other revenues (expenses) – net 21 (123.2) (214.5)
Operating income 19 (23.2) (173.3)
Cost of financial debt – gross (121.5) (136.3)
Income from cash and cash equivalents 1.0 2.2
Cost of financial debt – net 22 (120.5) (134.1)
Other financial income (loss) 23 (42.4) (39.4)
Income (loss) before income taxes and share of income (loss) from companies
accounted for under the equity method (186.1) (346.8)
Income taxes 24 4.4 (29.3)
Net income (loss) before share of net income (loss) from companies accounted
for under the equity method (181.7) (376.1)
Net income (loss) from companies accounted for under the equity method 8 0.1 (31.8)
Net income (loss) from continuing operations (181.6) (407.9)
Net income (loss) from discontinued operations (a) 5 1.6 (28.9)
Consolidated net income (loss) (180.0) (436.8)
Attributable to:
Owners of CGG $ (180.5) (440.5)
Non-controlling interests $ 0.5 3.7
Weighted average number of shares outstanding 29 711,526,474 710,739,746
Weighted average number of shares outstanding adjusted for dilutive potential
ordinary shares 29 711,526,474 710,739,746
Net income (loss) per share
- Base $ (0.25) (0.62)
- Diluted $ (0.25) (0.62)
Net income (loss) from continuing operations per share
- Base $ (0.25) (0.58)
- Diluted $ (0.25) (0.58)
Net income (loss) from discontinued operations per share (a)

- Base $ - (0.04)
- Diluted $ - (0.04)
(a) See note 5 for more information regarding the impact of IFRS 5 “Non-current assets held for sale and discontinued operations”.
(b) In accordance with IFRS 5 “Non-current Assets Held for Sale and Discontinued Operations”, financial information was restated to present comparative amounts
for each period presented following the reclassification of our stake in a joint-venture to continuing operations. See notes 2 and 5.

The accompanying notes are an integral part of the consolidated financial statements.

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 2021 FINANCIAL STATEMENTS
2020-2021 CGG consolidated financial statements 6
Consolidated statement of comprehensive income (loss)
Year
2020 (a)
In millions of US$ 2021 (a) Restated (b)
Net income (loss) from consolidated statement of operations (180.0) (436.8)
Other comprehensive income to be reclassified in profit (loss) in subsequent period:
Net gain (loss) on cash flow hedges (0.1) -
Variation in translation adjustments (25.8) 20.3
Net other comprehensive income to be reclassified in profit (loss) in subsequent period (1) (25.9) 20.3
Other comprehensive income not to be classified in profit (loss) in subsequent period:
Net gain (loss) on actuarial changes on pension plan 8.7 (6.8)
Net other comprehensive income not to be reclassified in profit (loss) in subsequent
period (2) 8.7 (6.8)
Total other comprehensive income (loss) for the period, net of taxes (1)+(2) (17.2) 13.5
Total comprehensive income (loss) for the period (197.2) (423.3)
Attributable to:
Owners of CGG (198.7) (429.7)
Non-controlling interests 1.5 6.4 6
(a) Including other comprehensive income related to discontinued operations which is not material.
(b) In accordance with IFRS 5 “Non-current Assets Held for Sale and Discontinued Operations”, financial information was restated to present comparative amounts
for each period presented following the reclassification of our stake in a joint-venture to continuing operations. See notes 2 and 5.

The accompanying notes are an integral part of the consolidated financial statements.

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6 2021 FINANCIAL STATEMENTS
2020-2021 CGG consolidated financial statements

6.1.2 Consolidated statement of financial position

12.31.2020
In millions of US$ Notes 12.31.2021 Restated (c)
ASSETS
Cash and cash equivalents 28 319.2 385.4
Trade accounts and notes receivable, net 3, 18 350.7 325.0
Inventories and work-in-progress, net 4 197.3 237.8
Income tax assets 68.7 84.6
Other current financial assets, net 2, 7, 14 1.7 13.7
Other current assets, net 4 105.1 92.0
Assets held for sale, net (a) 5 - 92.7
Total current assets 1,042.7 1,231.2
Deferred tax assets 24 19.6 10.3
Investments and other financial assets, net 7 17.8 13.6
Investments in companies accounted for under the equity method 8 28.1 28.6
Property plant & equipment, net 9 212.1 268.1
Intangible assets, net 10 520.7 639.2
Goodwill, net 11 1,083.6 1,186.5
Total non-current assets 1,881.9 2,146.3
TOTAL ASSETS 2,924.6 3,377.5
LIABILITIES AND EQUITY
Bank overdrafts 13 - 0.2
Financial debt – current portion 13 90.3 58.6
Trade accounts and notes payable 76.4 96.7
Accrued payroll costs 105.4 106.6
Income taxes payable 30.4 56.8
Advance billings to customers 27.1 19.5
Provisions – current portion 16 18.2 52.7
Other current financial liabilities 14 19.2 34.4
Other current liabilities 12 218.2 278.4
Liabilities associated with non-current assets held for sale (a) 5 - 13.0
Total current liabilities 585.2 716.9
Deferred tax liabilities 24 14.1 16.3
Provisions – non-current portion 16 30.6 51.8
Financial debt – non-current portion 13 1,218.1 1,330.3
Other non-current financial liabilities 14 37.4 53.2
Other non-current liabilities 12 32.8 44.4
Total non-current liabilities 1,333.0 1,496.0
Common stock (b) 15 8.7 8.7
Additional paid-in capital 464.1 1,687.1
Retained earnings 570.0 (480.6)
Other Reserves 5.0 (37.3)
Treasury shares (20.1) (20.1)
Cumulative income and expense recognized directly in equity (0.8) (0.7)
Cumulative translation adjustments (64.2) (37.4)
Equity attributable to owners of CGG SA 962.7 1,119.7
Non-controlling interests 43.7 44.9
Total Equity 1,006.4 1,164.6
TOTAL LIABILITIES AND EQUITY 2,924.6 3,377.5
(a) See note 5 for more information regarding the impact of IFRS 5 “Non-current assets held for sale and discontinued operations”.
(b) Common stock: 1,191,470,305 shares authorized and 711,663,925 shares with a nominal value of €0.01 outstanding at December 31, 2021.
(c) In accordance with IFRS 5 “Non-current Assets Held for Sale and Discontinued Operations”, financial information was restated to present comparative amounts
for each period presented following the reclassification of our stake in a joint-venture to continuing operations. See notes 2 and 5.

The accompanying notes are an integral part of the consolidated financial statements.

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2020-2021 CGG consolidated financial statements 6
6.1.3 Consolidated statement of cash flows
Year

2020
In millions of US$ Notes 2021 Restated (b)
OPERATING ACTIVITIES

Consolidated net income (loss) 1, 19 (180.0) (436.8)

Less: Net income (loss) from discontinued operations 5 (1.6) 28.9

Net income (loss) from continuing operations (181.6) (407.9)

Depreciation, amortization and impairment 1, 19, 28 225.7 193.5

Impairment and amortization of Multi-Client surveys 1, 10, 28 281.5 284.8

Amortization and depreciation of Multi-Client surveys, capitalized 10 (17.3) (18.1)

Variance on provisions (37.7) 15.9

Share-based compensation expenses (1.8) 4.0

Net (gain) loss on disposal of fixed and financial assets (2.7) 0.5

Share of (income) loss in companies recognized under equity method (0.1) 31.8

Dividends received from companies accounted for under the equity method - -

Other non-cash items 42.4 39.3

Net cash flow including net cost of financial debt and income tax 308.4 143.8 6
Less: Cost of financial debt 120.5 134.1

Less: Income tax expense (gain) (4.4) 29.3

Net cash flow excluding net cost of financial debt and income tax 424.5 307.2

Income tax paid (2.9) (7.7)

Net cash flow before changes in working capital 421.6 299.5

Changes in working capital (84.9) (35.2)

– Change in trade accounts and notes receivable (97.3) 39.0

– Change in inventories and work-in-progress 28.8 (25.9)

– Change in other current assets 3.2 (2.8)

– Change in trade accounts and notes payable (23.4) (1.6)

– Change in other current liabilities 3.8 (43.9)

Net cash flow from operating activities 336.7 264.3

INVESTING ACTIVITIES

Total capital expenditures (tangible and intangible assets) net of variation of fixed assets
suppliers and excluding Multi-Client surveys) 9 (58.6) (64.1)

Investments in Multi-Client surveys 10 (168.3) (239.0)

Proceeds from disposals of tangible and intangible assets 3.7 0.5

Acquisition of investments, net of cash & cash equivalents acquired 8 (2.0) (0.4)

Proceeds from divestment of activities and sale of financial assets 2, 28 89.3 -

Variation in subsidies for capital expenditures 0.3 -

Variation in other non-current financial assets 28 (3.2) 13.4

Net cash-flow used in investing activities (138.8) (289.6)

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6 2021 FINANCIAL STATEMENTS
2020-2021 CGG consolidated financial statements

Year

2020
In millions of US$ Notes 2021 Restated (b)
FINANCING ACTIVITIES

Repayment of long-term debt 2, 13, 28 (1,227.5) (5.2)

Total issuance of long-term debt 2, 13, 28 1,162.3 -

Lease repayments 13, 28 (57.0) (55.5)

Change in short-term loans (0.2) 0.1

Financial expenses paid 13, 28 (89.8) (80.2)

Loan granted 5 (1.8) -

Dividends paid and share capital reimbursements

– to owners of CGG - -

– to non-controlling interests of integrated companies (3.6) (7.2)

Net cash-flow from (used in) financing activities (217.6) (148.0)

Effect of exchange rate changes on cash (10.5) 20.7

Net cash flows incurred by discontinued operations (a)

5 (36.0) (72.5)

Net increase (decrease) in cash and cash equivalents (66.2) (225.1)

Cash and cash equivalents at beginning of year 385.4 610.5

Cash and cash equivalents at end of period 319.2 385.4

(a) See note 5 for more information regarding the impact of IFRS 5 “Non-current assets held for sale and discontinued operations”.
(b) In accordance with IFRS 5 “Non-current Assets Held for Sale and Discontinued Operations”, financial information was restated to present comparative amounts
for each period presented following the reclassification of our stake in a joint-venture to continuing operations. See notes 2 and 5.

The accompanying notes are an integral part of the consolidated financial statements.

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2020-2021 CGG consolidated financial statements 6
6.1.4 Consolidated statement of changes in equity
Income and Cumu- CGG SA -
expense lative Equity
Number Additional recognized translation attributable Non-
In millions of US$, of shares Share paid-in Retained Other Treasury directly adjust- to owners of controlling Total
except for share data issued capital capital earnings (b) Reserves shares in equity ment CGG SA interests Equity

Balance at
January 1, 2020
Restated (a) 709,956,358 8.7 3,184.7 (1,532.4) (23.5) (20.1) (0.7) (56.3) 1,560.4 45.7 1,606.1

Net gain (loss) on

actuarial changes
on pension plans (1) (6.8) (6.8) (6.8)

Net gain (loss) on cash

flow hedges (2) -

Net gain (loss) on

translation adjustments
(3) 17.6 17.6 2.7 20.3

Other comprehensive
income (1)+(2)+(3) - - (6.8) - - - 17.6 10.8 2.7 13.5

Net income (4) (440.5) (440.5) 3.7 (436.8)

Comprehensive income
(1)+(2)+(3)+(4) - - (447.3) - - - 17.6 (429.7) 6.4 (423.3)

Exercise ofwarrants 12,272 - - -

Dividends (7.2) (7.2) 6

Cost of share-based
payment 1,423,753 3.7 3.7 3.7

Transfer to retained
earnings of the parent
company (1,497.6) 1,497.6 -

Variation in translation
adjustments generated by
the parent company (15.8) (15.8) (15.8)

Changes in consolidation
scope and other (2.2) 2.0 1.3 1.1 1.1

Year ended
December 31, 2020 711,392,383 8.7 1,687.1 (480.6) (37.3) (20.1) (0.7) (37.4) 1,119.7 44.9 1,164.6

(a) In accordance with IFRS 5 “Non-current Assets Held for Sale and Discontinued Operations”, financial information was restated to present comparative amounts
for each period presented.
(b) Following the reclassification of Argas from non-current assets held for sale to continuing operations, it resulted in a negative impact of US$1.3 million in the
equity at the opening and US$1.3 million of positive impact in the net income of the year

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6 2021 FINANCIAL STATEMENTS
2020-2021 CGG consolidated financial statements

Income and Cumu- CGG SA -

expense lative Equity
Number Additional recognized translation attributable Non-
In millions of US$, of shares Share paid-in Retained Other Treasury directly adjust- to owners of controlling Total
except for share data issued capital capital earnings Reserves shares in equity ment CGG SA interests Equity

Balance at
January 1, 2021 711,392, 383 8.7 1,687.1 (480.6) (37.3) (20.1) (0.7) (37.4) 1,119.7 44.9 1,164.6

Net gain (loss) on

actuarial changes
on pension plans (1) 8.7 8.7 8.7

Net gain (loss) on cash

flow hedges (2) (0.1) (0.1) (0.1)

Net gain (loss) on

translation adjustments
(3) (26.8) (26.8) 1.0 (25.8)

Other comprehensive
income (1)+(2)+(3) - - 8.7 - - (0.1) (26.8) (18.2) 1.0 (17.2)

Net income (4) (180.5) (180.5) 0.5 (180.0)

Comprehensive
income (1)+(2)+(3)+(4) - - (171.8) - - (0.1) (26.8) (198.7) 1.5 (197.2)

Exercise ofwarrants 6,162 0.0 0.0

Dividends 0.0 (3.6) (3.6)

Cost of share-based
payment 265,380 (0.6) (0.6) (0.6)

Transfer to retained
earnings of the parent
company (1,223.0) 1,223.0 0.0 0.0

Variation in translation
adjustments generated
by the parent company 42.3 42.3 42.3

Changes in consolidation
scope and other 0.0 0.9 0.9

Year ended
December 31, 2021 711,663 ,925 8.7 464.1 570.0 5.0 (20.1) (0.8) (64.2) 962.7 43.7 1,006.4

The accompanying notes are an integral part of the consolidated financial statements.

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2020-2021 CGG consolidated financial statements 6
6.1.5 Notes to the consolidated financial statements

NOTE 1 Summary of significant accounting NOTE 16 Provisions 221

policies 184
NOTE 17 Contractual obligations, commitments
NOTE 2 Significant events, acquisitions and and contingencies 224
divestitures 193
NOTE 18 Operating revenues 226
NOTE 3 Trade Accounts and notes receivable 196
NOTE 19 Analysis by operating segment 227
NOTE 4 Inventories, work in progress and other
current assets 197 NOTE 20 Research and development costs 230

NOTE 5 Assets held for sale and discontinued NOTE 21 Other revenues and expenses 231
operations 198
NOTE 22 Cost of financial debt 232
NOTE 6 Assets valuation allowance 201
NOTE 23 Other financial income (loss) 232
NOTE 7 Investments, other non-current
and current financial assets 201 NOTE 24 Income taxes 232

NOTE 8 Investments in companies accounted NOTE 25 Personnel 237

for under the equity method 202
NOTE 26 Key management personnel
NOTE 9 Property, plant and equipment 203 compensation 237

NOTE 10 Intangible assets 204 NOTE 27 Related party transactions 238

6
NOTE 11 Goodwill 205 NOTE 28 Supplementary cash flow information 238

NOTE 12 Other current and non- NOTE 29 Earnings per share 241

current liabilities 208
NOTE 30 Subsequent events 241
NOTE 13 Financial debt 209
NOTE 31 List of principal consolidated
NOTE 14 Current and non-current financial subsidiaries as at December 31, 2021 242
liabilities 212
NOTE 32 Audit fees 243
NOTE 15 Share capital and stock option plans 215

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6 2021 FINANCIAL STATEMENTS
2020-2021 CGG consolidated financial statements

NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

CGG S.A. (“the Company”), along with its subsidiaries (together, These newly-adopted standards and interpretations have no
the “Group”) is a global geoscience technology leader. Employing impact on the consolidated financial statements.
around 3,300 people worldwide, CGG provides a comprehensive
range of data, products, services and solutions that support our The Group has not applied the following Standards, Amendments,
clients to more efficiently and responsibly solve complex natural and Interpretations adopted by the European Union at the date of
resource, environmental and infrastructure challenges. issuance of these consolidated financial statements:
● Amendments to IFRS 3 Business Combinations; IAS 16
As the Company is listed in a European country, and pursuant to Property, Plant and Equipment; IAS 37 Provisions, Contingent
European Regulation (EU) no. 1606/2002 dated July 19, 2002, the Liabilities and Contingent Assets as well as Annual
consolidated financial statements for the year ending December Improvements.
31, 2021 have been prepared in accordance with International
Financial Reporting Standards (“IFRS”) and their interpretations, At the date of issuance of these consolidated financial
as issued by the International Accounting Standards Board (IASB) statements, the following Standards, Amendments, and
and as adopted by the European Union and in force at December Interpretations were issued but not yet adopted by the European
31, 2021. Union and were thus not effective:
● amendments to IAS 1 “Classification of Liabilities as Current or
The consolidated financial statements for the year ending
December 31, 2021 were authorized for issue by the Board of Non-current”;
Directors on March 3, 2022 and will be submitted to the 2022 ● amendments to IAS 1 "Presentation of Financial Statements"
General Meeting for approval. and IFRS Practice Statement 2: Disclosure of Accounting
policies;
● amendments to IAS 8 "Accounting policies, Changes in
1.1 Summary of significant accounting
Accounting Estimates and Errors: Definition of Accounting
policies Estimates";
The significant accounting policies applied by the Group are ● amendments to IAS 12 "Income Taxes": Deferred Tax related to
described below. The accounting policies related to the accounts Assets and Liabilities arising from a Single Transaction.
impacted by the judgments and estimates are particularly
The Group does not expect the following standards to have a
important to reflect our financial position and results of
material impact on the consolidated financial statements:
operations. As we must exercise significant judgment when we
apply these policies, their application is subject to an inherent ● amendments to IFRS 3 “Business Combinations” and Annual

degree of uncertainty. Improvements to IFRS 2018-2020 Cycle.

These accounting policies are consistent with those used to A review of the amendments to IAS 1, IAS 16 “Property, Plant and
prepare our consolidated financial statements as at December 31, Equipment” and IAS 37 “Provisions” is currently underway with a
2020, except for the first-time adoption of the following view to measuring their potential impact on the consolidated
standards, amendments, and interpretations: financial statements.
● amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16:
Interest Rate Benchmark Reform – Phase 2;
● proposed amendments to IFRS 16 Leases: "Covid-19 Related
Rent Concessions beyond 30 June 2021".

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2020-2021 CGG consolidated financial statements 6
1.2 Key items and where to find them

Consolidated statement Consolidated statement Consolidated statement

of operations of financial position of cash flows
Discontinued operations In 2021, gain in respect of At December 31, 2021, all of the Net cash flows incurred of
discontinued operations of Contractual Data businesses US$(36.0) million of which
CGG 2021 Plan US$1.6 million. have been sold or wind down, US$(8.4) million was severance
Exit from Data Acquisition with the exception of the cash outflows and US$(21.9)
See note 5 interest in the Argas joint million was cash outflows in
business
venture in Saudi Arabia respect of Idle Vessel
reclassified as continuing Compensation, presented under
operations. discontinued operations in 2021.
See notes 2 and 5 See note 5
Continuing operations In 2021, the net result from At December 31, 2021, a net A net cash inflows respectively
continuing operations was receivable of US$3.7 million of US$81.6 million for the sale
Divestment of activities impacted by US$1.8 million due from the sale of GeoSoftware of GeoSoftware and US$10.2
and assets to the divestment of and US$1.3 million from the sale million for the sale of Smart
Sale of GeoSoftware and Smart GeoSoftware and by US$(1.4) of the Smart Data Solutions Data Solutions businesses.
Data Solutions activities million for the sale of Smart business.
Data Solutions. See notes 5 and 28
See notes 2 and 5
See note 2
Continuing operations In 2021, the net result from At December 31, 2021, gross Net proceed resulting from the
continuing operations was financial debt was US$(1.3) refinancing was a net cash
Refinancing impacted by US$(13.8) million billion. outflow of US$(96.7) million. 6
of call premium and
US$(25.9) million of See note 13 See note 2
transactions costs.
See note 23
Continuing operations In 2021, Segment Revenue of At December 31, 2021, Segment EBITDAs
US$941.4 million. the capital employed were of US$344.1 million.
Segment figures US$1.5 billion and
Segment Operating Income US$0.6 billion respectively Capital expenditures from
of US$(48.7) million. for our GGR and Equipment continuing operations of
segments. US$(226.9) million.
Segment EBITDAs
of US$344.1 million. See note 19 See note 19
See note 19
Continuing operations In 2021, the net result from US$(2.5) million in respect Net cash flows of
continuing operations included a of the redundancy provision. US$(17.9) million in respect of
Redundancy costs and loss of US$(129.4) million, redundancy plan.
Impairment broken down into US$4.0 million See note 16
of severance costs and See note 2
US$(133.4) million of
impairment.
See notes 2 and 21

1.3 Consequences on IFRIC decisions

IFRIC May 2021 "Attributing Benefit to Periods IFRIC March 2021 "Configuration or Customisation
of Service" Costs in a Cloud Computing Arrangement"
In April 2021, the IFRS Interpretation Committee sent the IAS The IFRS Interpretation Committee has clarified the recognition of
Board a proposal to modify the way of calculating the obligations configuration and customization costs for software used in SaaS
relating to certain defined benefit plans. The IASB validated this arrangement, in accordance with IAS 38.
agenda decision in early June 2021 and concluded that IAS 19
already allowed this interpretation. This decision has no impact on the Group's accounts.

The impact is not material.

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1.4 Use of judgments and estimates

The preparation of consolidated statement of financial position in the reported amounts of revenues and expenses during the
accordance with IFRS requires management to make estimates, reporting period. Actual results could differ materially from those
assumptions and judgments that affect the reported amounts of estimates due to the change in economic conditions, changes in
assets and liabilities and disclosure of contingent assets and laws and regulations, changes in strategy and the inherent
liabilities at the date of the consolidated financial statements and imprecision associated with the use of estimates.

The key judgments and estimates used in the financial statements are summarized in the following table:

Note Judgments and estimates Key assumptions

Note 11 Recoverable amount of goodwill Trajectory and recovery outlook of E&P
and intangible assets spending
New businesses growth dynamic
Discount rate (WACC)
Notes 10 and 21 Amortization and impairment Expected sales for each survey
of Multi-Client surveys
Notes 2 and 5 Classification of disposal groups Likelihood of disposal within twelve months
as held for sale
Notes 2 and 5 Valuation of disposal groups classified Assessment of disposal groups at fair value
as held for sale less cost to sell
Final terms of disposal are in line with
currently contemplated terms
Note 14 Idle Vessel Compensation (Capacity Shearwater fleet utilization assumptions
Agreement) over the commitment period
Note 12 Off-Market Component (Capacity Market rate over the commitment period as
Agreement) estimated at the “Marine Closing” date
Notes 18 and 19 Revenue recognition Estimated Geoscience contract completion
rates
Note 24 Income tax liabilities – Uncertain tax Estimate of most likely tax amount
positions
Note 24 Deferred tax assets Assumptions supporting the achievement
of future taxable profits
Notes 16 and 21 Provisions for restructuring Assessment of future costs related to
restructuring plans
Notes 9 and 13 Discount rate IFRS 16 Assessment of incremental borrowing rate
Note 3 Recoverability of client receivables Assessment of clients’ credit default risk
Notes 9 and 10 Depreciation and amortization of tangible Useful life of assets
and intangible assets
Note 10 Development costs Assessment of future benefits of each
project
Note 16 Post-employment benefits Discount rate
Enrollment rate in post-employment benefit
plans
Inflation rate
Note 16 Provisions for risks, claims and litigations Assessment of risks considering court
rulings and attorney’s positions

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1.5 Significant accounting principles Any resulting gains and losses are included directly in income.
Unrealized exchange gains and losses arising from monetary
1. Basis of consolidation assets and liabilities for which settlement in neither planned nor
likely to occur in the foreseeable future are recorded in a separate
Our consolidated financial statements include CGG SA and all its component of shareholder’s equity.
subsidiaries.
Subsidiaries are fully consolidated from the date of acquisition, 3. Business combinations
being the date on which we obtain control. They continue to be Business combinations are accounted for using the acquisition
consolidated until the date when such control ceases. Control is method. The cost of an acquisition is measured at the fair value of
achieved when we are exposed or have rights to variable returns the consideration transferred at the acquisition date. Goodwill is
from our involvement with the investee and have the ability to measured as the difference between (i) the value of the
affect those returns through our power over the investee. When consideration transferred, the amount of any non-controlling
we have less than a majority of the voting or similar rights of an interest and, if applicable, the fair value of the previously-held
investee, we consider all relevant facts and circumstances in equity interest, and (ii) the fair value of the identifiable assets
assessing whether we have power over the investee, including acquired and liabilities assumed. For each business combination,
contractual arrangements with the other holders or potential we measure the non-controlling interest in the acquiree either at
voting rights. fair value or at the proportionate share in the recognized amounts
The financial statements of the subsidiaries are prepared for the of the acquiree’s identifiable net assets. Acquisition costs incurred
same reporting period as the parent company, using consistent are expensed and included in administrative expenses.
accounting policies. All intra-group balances, transactions, After initial recognition, goodwill is measured at cost less any
unrealized gains and losses resulting from intra-group accumulated impairment losses. For the purposes of impairment
transactions and dividends are eliminated in full. testing, goodwill acquired in a business combination is allocated
Losses within a subsidiary are attributed to the non-controlling to each of the Group’s cash-generating units (or group of cash
interest even if that results in a deficit balance. A change in the generating units) that are expected to benefit from the
ownership interest of a subsidiary, without a loss of control, is combination, irrespective of whether other assets or liabilities of
accounted for as an equity transaction. the acquiree are assigned to those units.
Where goodwill forms part of a cash-generating unit and part of 6
We use the equity method for investments classified as joint
venture. A joint venture is a joint arrangement whereby the parties the operation within that unit is disposed of, the goodwill
that have joint control of the arrangement have rights to the net associated with the operation disposed of is included in the
assets of the arrangement. The Group effectively owns companies carrying amount of the operation when determining the gain or
under joint arrangements under which control of the business is loss on disposal of the operation. Goodwill disposed of in this
shared by virtue of a contractual agreement. Key financial and circumstance is measured based on the relative values of the
operational activities require the unanimous consent of the parties operation disposed of and the portion of the cash-generating unit
sharing control. retained.

2. Foreign currencies 4. Operating revenues

The Group’s consolidated financial statements are presented in Revenues from contracts with customers are recognized using the
US dollars. This currency reflects the profile of our revenues, five-step model of the IFRS 15 standard. The following provides a
costs and cash flows, which are primarily generated in US dollars, description of the main nature of our performance obligations
thus providing the best representation of the Group’s financial broken down by business line, the timing of their satisfaction, and
performance. detail on the transaction prices and their allocations, if applicable.

The functional currency is the currency in which the subsidiaries GGR

primarily conduct their business. The functional currency of most
of our subsidiaries is the  US dollar. Goodwill attributable to Geoscience contracts
subsidiaries is accounted for in the functional currency of the Under our Geoscience contracts, we process seismic data for a
applicable entities. specific customer. These contracts may encompass one or
several performance obligations. For each performance
For the subsidiaries with a functional currency different
obligation, we recognize the revenues over time as the services
to US dollar, the financial statements are translated to US dollars
are rendered. The measure of revenue recognized is based on the
using the following method:
time spent over the total time expected to satisfy the performance
● year-end exchange rates are applied to the statement of obligation. The balance of revenue recognized that has not yet
financial position; been invoiced to the clients is recorded as an unbilled revenue, i.e.
● average annual exchange rates are applied to consolidated as a contract asset. When the services have been invoiced but
statement of operations; have not yet been rendered under the percentage of completion
method, the Group recognizes deferred revenues, i.e. a contract
● adjustments resulting from this process are recorded in
liability.
translation adjustments.
With respect to affiliates accounted for using the equity method,
the effects of exchange rate changes on the net assets of the
affiliates are recorded under translation adjustments in equity.
Transactions denominated in currencies other than the functional
currency are recorded at the exchange rate prevailing on the date
of the transaction. Monetary assets and liabilities denominated in
foreign currencies are revalued at year-end exchange rates.

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We also recognize revenue related to the sale of software upon presented our contractual data acquisition operations in assets
delivery of the software and of the access code/key as the case held for sale and discontinued operations, in accordance
may be, to the client. Software maintenance revenues are with IFRS 5.
recognized over the term of the contract. Where a contract
provides for both the sale and maintenance of software, the price Please refer to note  5 “Assets held for sale and discontinued
allocation is based on the stand-alone selling price of each service operations”.
and the software revenue is recognized upon delivery, while the
maintenance revenue is recognized over the term of the contract. 5. Cost of net financial debt
In most cases, we issue only one invoice, issued upon license Cost of net financial debt includes:
delivery, and the amount corresponding to maintenance is ● the expenses related to long-term financial debt composed of
recorded as deferred revenues, i.e. as a contract liability, at bonds and other loans;
invoicing.
● interest expense on leases;
We also provide geological consulting services or training for
● other charges paid to financial institutions for financing
specific customers. We recognize the revenues over time as the
operations;
services are rendered.
● net income from cash and cash equivalents.
We provide licenses to use geological data to several clients.
We recognize the revenue upon delivery of the data to the client. 6. Income taxes and deferred taxes
In addition, we provide licenses to access dynamic geological Income taxes includes all tax based on taxable profit.
databases for a specific duration. We recognize the revenue
related to such licenses over the duration of the contract. In most Deferred taxes are recognized on all temporary differences
cases, only one invoice is issued for such contracts at the between the carrying value and the tax value of assets and
beginning of the year and the total amount is recorded as deferred liabilities, as well as on carry-forward losses. Deferred tax assets
revenues, as a contract liability, at invoicing. are recognized only when their recovery is considered as probable
or when there are existing taxable temporary differences, of an
Multi-Client after sales contracts and prefunding contracts appropriate type, that reverse in an appropriate period. When tax
Pursuant to our Multi-Client contracts, we provide non-exclusive laws limit the extent to which unused tax losses can be recovered
licenses to use seismic processed data to several clients. We against future taxable profits in each year, the amount of deferred
recognize the revenue upon delivery of the data to the client. tax assets recognized from unused tax losses as a result of
suitable existing taxable temporary differences is restricted as
In certain cases, significant after sales agreements contain specified by the tax law.
multiple deliverable elements, and the associated revenues are
allocated to the various elements based on specific objective Deferred tax assets and deferred tax liabilities are not discounted.
evidence of the stand-alone sale price for such elements,
regardless of any separate allocations stated within the contract 7. Intangible and tangible assets
for each element. In accordance with IAS  16 “Property, Plant and equipment” and
In certain circumstances, revenues can also be recognized in IAS  38 “Intangible assets” only items for which cost can be
respect of a performance obligation that has already been fulfilled reliably measured and for which the future economic benefits are
in the past. This happens when a customer is already in likely to flow to us are recorded in our consolidated financial
possession of the license for certain data and either (i)  the statements.
customer is taken-over by a competitor who does not yet have the
license for such data (and is thus required to pay a transfer fee), Property, plant and equipment
or (ii)  the customer involves another partner, not already having Property, plant and equipment are valued at historical cost less
access to the licensed data, for the exploration of a block (farm-in, accumulated depreciation and impairment losses. Depreciation is
uplift). Revenues are then recognized when there is an agreement generally calculated over the following useful lives:
on the fee and, in the case of transfer fees, when the buyer ● equipment and tools: 3 to 10 years;
notifies us that they will not return the data to the Group.
● vehicles: 3 to 5 years;

Equipment ● buildings for industrial use: 20 years;

We recognize revenues on equipment sales upon delivery to the ● buildings for administrative and commercial use: 20 to
customer, when control is transferred. When such contracts 40 years.
require a partial or total advance payment, such payments are
Depreciation expense is determined using the straight-line
recorded as advance billings to customers, as a contract liability.
method.
Contractual Data Acquisition (classified as discontinued Residual value is excluded from our calculation of the depreciable
operations) amount. We segregate tangible assets into their separate
Pursuant the announcement of the new strategy for the Group in components if there is a significant difference in their expected
November 2018 and the ensuing actions undertaken, we have useful lives, and depreciate them accordingly.

188
 2021 FINANCIAL STATEMENTS
2020-2021 CGG consolidated financial statements 6
Lease agreements The Group applies the straight-line amortization method over four
years from delivery, in accordance with the industry standard.
IFRS 16 standard requires that almost all leases be recognized on
Prefunding revenue is recognized upon delivery of the final
the consolidated statement of financial position, as the distinction
product to the client and the prefunding cost of sales is calculated
between operating and finance leases is removed for lessees.
as the difference between the total capitalized cost of a survey
Under the new standard, both a right-of-use asset (the right to use
upon delivery and the recoverable value based upon discounted
the leased asset) and an associated liability (corresponding to the
future expected sales. The net book value of the survey upon
minimum lease payments) must be recognized. The right-of-use
delivery thus equals the net present value of future expected
asset is depreciated on a straight-line basis over the term of the
sales. After sale revenues are recognized upon delivery of the
lease. The lease liability, which is initially measured at the present
final product to the client.
value of lease payments over the term of the lease, is accreted
using the interest rate implicit in the lease when that rate is easily
Development cost
determined, or at the incremental borrowing rate. The only
exemptions are for short-term leases and leases of low-value Expenditures on research activities undertaken with the prospect
assets, and the Group has decided to use them both. Moreover, of gaining new scientific or technological knowledge and
initial direct costs were not taken into account for the understanding are recognized in the income statement as
measurement of the right-of-use asset at the date of first-time expenses as incurred and are presented as “Research and
application from January 1, 2019, the date of first-time application development expenses  – net”. Expenditures on development
of IFRS 16. activities, whereby research findings are applied to a plan or
design for the production of new or substantially improved
The lease term to be applied for the measurement of lease assets products and processes, are capitalized if:
and liabilities is the length of time the lessee is reasonably certain
● the project is clearly defined, and costs are separately
to pursue the lease. For legal purposes, the tacit extension period
constitutes an extension of the initial lease, and is used to identified and reliably measured;
determine the initial lease term to be recognized when the lessee ● the product or process is technically and commercially
can reasonably anticipate that it will be in their interest to use said feasible;
extension and/or the lessor cannot then give notice of termination ● we have sufficient resources to complete development; and
without incurring a substantial penalty. In this case, the date
● the intangible asset is likely to generate future economic
applied is that on which the lessee is reasonably certain to end the 6
lease after an extension past the initial contractual term date. benefits, either because it is useful to us or through an existing
When an event or significant change in circumstances on the market for the intangible asset itself or for its products.
lessee side gives rise to a tacit extension that was not initially The expenditures capitalized include the cost of materials, direct
anticipated, the lease term is remeasured to reflect the additional labor and an appropriate proportion of overhead. Other
time during which the lessee is reasonably certain to pursue the development expenditures are recognized in the income
lease. statement as expenses as incurred and are presented as
The assumptions applied to determine the term of the lease are “Research and development expenses – net”.
aligned with those applied in respect of the amortization period for Capitalized development expenditures are stated at cost less
non-reusable fixtures. accumulated amortization and impairment losses.
Goodwill Capitalized development costs are amortized over five years in
“Cost of sales”.
Goodwill is determined according to IFRS  3 “Revised  – Business
Combinations”. Goodwill is not amortized but subject to an “Research  and development expenses” in our income statement
impairment test at least once a year at the statement of financial represent the net cost of development costs that are not
position dates or when a triggering event occurs. capitalized, research costs and government grants acquired for
research and development (for the portion not related to
Multi-Client surveys capitalized development costs).
Multi-Client surveys consist of seismic surveys to be licensed to
customers on a non-exclusive basis. All costs of data acquisition,
Other intangible assets
processing and finalization of surveys are recognized as intangible Other intangible assets consist primarily of customer
assets. Multi-Client surveys are valued on the basis of capitalized relationships, technology and trade name acquired in business
costs less accumulated amortization, or at recoverable value, if combinations. Customer relationships are generally amortized
the latter is the lower. An impairment test of all delivered surveys over periods ranging from 10 to 20 years and acquired technology
is performed at least upon delivery and at year-end. Whenever are generally amortized over periods ranging from 5 to 10 years.
there is an indication that a survey may be impaired, an
impairment test is performed.

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6 2021 FINANCIAL STATEMENTS
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Impairment of assets Non-current assets held for sale and discontinued

The carrying amounts of the Group’s assets (excluding operations
inventories, non-current assets recognized as held for sale as per Non-current assets and disposal groups comprising assets and
IFRS 5, deferred tax assets, assets arising from pension plans and liabilities that are expected to be recovered primarily through sale
financial assets) are reviewed for the purpose of identifying rather than through continuing use are classified as held for sale.
impairment risk, in compliance with IAS  36 “Impairment of They are valued at the lower of carrying amount and fair value
assets”. Whenever any such indication exists, the recoverable less costs to sell.
value must be measured. Factors we consider important that
could trigger an impairment test include the following: Non-current assets classified as held for sale and the assets of a
disposal group classified as held for sale are presented separately
● significant underperformance relative to expected operating
from the other assets in the consolidated statement of financial
results based upon historical and/or projected data; position. The liabilities of a disposal group are presented
● significant changes in the manner of our use of the tested separately from other liabilities in the consolidated statement of
assets or the strategy for our overall business; and financial position.
● significant negative industry or economic trends. A discontinued operation is a component of an entity that has
The recoverable amount of tangible and intangible assets is the either been disposed of or is classified as held for sale, and
greater of their fair value less costs of disposal and value in use. represents a separate major line of business or geographical area
of operations or is a part of a single coordinated plan to dispose of
Goodwill, assets that have an indefinite useful life and intangible a separate major line of business or geographical area of
assets are allocated to cash-generating units or groups of cash- operations; or is a subsidiary acquired exclusively with a view to
generating units whose recoverable value is assessed at least resale.
once a year and as soon as an indication of loss of value of a cash-
generating unit arises. Any gains or losses from disposals, together with the results of
these operations until the date of disposal, are reported
We determine the value in use by estimating future cash flows separately as discontinued operations in the consolidated
expected from the assets or from the cash-generating units, statement of operations, in the consolidated statement of cash
discounted to their present value using the sector weighted flows and in the appended notes. The prior periods are restated
average cost of capital (WACC) estimated on a yearly basis by the accordingly.
Group. When the recoverable amount applied is the fair value less
costs to sell, the fair value is determined by reference to the price Further information on discontinued operations and non-current
at which the asset would sell in an orderly transaction between assets held for sale can be found in note 5.
market participants at the measurement date.
8. Investments in companies accounted
We recognize an impairment loss whenever the carrying amount for under the equity method
of an asset exceeds its recoverable amount. For an asset that
does not generate largely independent cash inflows, the Under the equity method, the investments in our associates or
recoverable amount is determined for the cash-generating unit to joint ventures are carried in the statement of financial position at
which the asset belongs. cost plus post acquisition changes in our share of net assets of the
associates or joint ventures. Goodwill relating to the associates is
Impairment losses are recognized in the statement of operations. included in the carrying amount of the investment and is neither
Impairment losses recognized in respect of a group of non- amortized nor individually tested for impairment.
independent assets allocated to a cash-generating unit are
allocated first to reduce the carrying amount of any goodwill After application of the equity method, we determine whether it is
allocated to cash-generating units (group of units) and necessary to recognize an additional impairment loss on our
subsequently, to reduce the carrying amount of the other assets investment in the associates. We determine at each reporting date
in the unit (group of units) on a pro rata basis, provided that the whether there is any objective evidence that the investments in
carrying amount of an individual asset is not reduced below its our associates are impaired. If this is the case we calculate the
value in use or fair value less costs of disposal. amount of impairment as the difference between the recoverable
amount of the associates and their carrying value and usually
A previously recognized impairment loss is reversed only if there recognize the amount in the ‘share of profit of an associate’ in the
has been a change in the assumptions used to determine the statement of operations.
asset’s recoverable amount since the last impairment loss was
recognized. The reversal is limited so that the carrying amount of From the date when an investment ceases to be an associate or a
the asset does not exceed its recoverable amount, nor exceed the joint venture and becomes a financial asset we  discontinue the
carrying amount that would have been determined, net of use of the equity method. The retained interests are measured at
depreciation or amortization, had no impairment loss been fair value.  We recognize in profit or loss any difference between
recognized for the asset in prior years. (i)  the fair value of any retained interest and any proceeds from
disposing of a part interest in the associate or joint venture; and
Impairment losses recognized on goodwill cannot be reversed. (ii)  the carrying amount of the investment at the date the equity
method was discontinued.

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2020-2021 CGG consolidated financial statements 6
9. Investments, other non-current and current Pension and other post-employment benefits
financial assets We record obligations for contributions to defined contribution
Investments and other financial assets include investments in pension plans as an expense in the income statement as incurred.
non-consolidated entities, loans and non-current receivables. We do not record any provision for such plans as we have no
further obligation.
Investments and other financial assets currently in our statement
of financial position are measured at fair value through profit and Our net obligation in respect of defined benefit pension plans is
loss. The fair value for listed securities is their market price at the calculated separately for each plan by estimating the amount of
statement of financial position date. If a reliable fair value cannot future benefit that employees have earned in return for their
be established, securities are valued at historical cost. service in the current and prior periods. We perform the
calculation by using the projected unit credit method.
10. Treasury shares The methodology of calculation and booking of the defined benefit
We value treasury shares at their cost, as a reduction of pension plan is as follows:
shareholders’ equity. Proceeds from the sale of treasury shares ● the benefit is discounted to determine its present value, and the
are included in shareholders’ equity and have no impact on the fair value of any plan assets is then deducted;
statement of operations. ● net interest is calculated by applying the discount rate to the
net defined benefit liability or asset. Interest is recorded in the
11. Inventories profit and loss;
We value inventories at the lower of cost (including direct ● past service costs are recognized as an expense when a plan
production costs where applicable) and net realizable value. amendment or curtailment occurs;
We calculate the cost of inventories on a weighted average price ● we record actuarial gains and losses on defined benefits plans

basis. directly in equity.

The additions and deductions in valuation allowances for
inventories and work-in-progress are presented in the Warranty for sales of geophysical equipment
consolidated statement of operations as “Cost of sales”. The geophysical equipment we sell come with a customer
warranty. The duration and cover provided by these warranties 6
12. Trade accounts and notes receivable are in line with standard industry practice. A provision is therefore
recorded on the basis of the estimated cost of the warranties by
In the Geology and Geophysics &  Reservoir (GGR) segments,
product line in respect of products sold. This provision is reversed
customers are generally large national or international oil and gas
when the warranty expires or is used.
companies, which management believes reduces potential credit
risk.
14. Financial debt
In the Equipment segment, a significant portion of sales is paid by
Bond debts and other interest-bearing loans are initially
irrevocable letters of credit.
recognized at their fair value less transaction costs directly
The Group maintains an allowance for doubtful accounts based attributable to the issuance of the debt. These financial liabilities
upon factors surrounding the credit risk of specific customers, are then valued at their amortized cost using the effective interest
historical trends and other information. Credit losses have not method. Where applicable, the financial debt is increased by
been material for the periods presented and have consistently capitalized interest.
been within management’s expectations.
By way of exception, the issuing costs of the first and second lien
Contract assets represent the Group’s right to consideration in notes issued in 2018 were recognized, as incurred, as an expense
exchange for goods or services that the Group has transferred to a of the period.
customer when that right is conditioned by something other than
the passage of time (e.g. revenue recognized from the application 15. Other financial liabilities (Idle Vessel
of the Percentage of Completion method before the Group has a Compensation)
right to invoice).
The Idle Vessel Compensation was initially recorded at fair value,
13. Provisions i.e. the present value of estimated disbursements based on fleet
utilization assumptions over the commitment period. This
We record a provision when the Group has a present obligation financial liability was subsequently carried at amortized cost. The
(legal or constructive) as a result of a past event for which it is effects of changes in assumptions on the financial liability amount
probable that an outflow of resources embodying economic are recorded in the consolidated statement of operations under
benefits (that can be reliably determined) will be required to settle “Other financial income (loss)”. See note 14.
the obligation.

Onerous contracts
We record a provision for onerous contracts equal to the excess of
the unavoidable costs of meeting the obligations under the
contract over the economic benefits expected to be received
under it, as estimated by the Group.

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6 2021 FINANCIAL STATEMENTS
2020-2021 CGG consolidated financial statements

16. Derivative financial instruments 18. Cash flow statement

Recognition and presentation of hedging instruments The cash flows of the period are presented in the cash flow
statement within three activities: operating, investing and
The Group uses over-the-counter financial instruments to hedge financing activities:
its exposure to foreign exchange risk arising activities
denominated in currencies different from its functional currency. Operating activities
We may also use interest rate swaps to limit our exposure to
variations in said rates. In accordance with our treasury policy, we Operating activities are the principal revenue-producing activities
do not hold or issue derivative financial instruments for trading of the entity and other activities that are not investing or financing
purposes. However, derivatives that do not qualify for hedge activities.
accounting are accounted for as trading instruments in “Other
financial income (loss)”. Investing activities
Over-the-counter derivatives are entered into in the frame master Investing activities are the acquisition and disposal of long-term
agreements that provide a right of set-off in the event of default, assets and other investments not included in cash equivalents.
insolvency or bankruptcy of one of the parties to the agreement When a subsidiary is acquired, a separate item, corresponding to
(those netting agreements do not fulfill IAS  32  criteria to offset the consideration paid net of cash and cash equivalents held by
the fair value of derivatives on the statement of financial position). the subsidiary at the date of acquisition, provides the cash impact
of the acquisition.
Exchange gains or losses on foreign currency financial
instruments that represent the efficient portion of an economic Investments in Multi-Client surveys are presented net of
hedge of a net investment in a foreign subsidiary are reported as depreciation and amortization capitalized in Multi-Client surveys.
translation adjustments in equity under “Translation Depreciation and amortization capitalized in Multi-Client surveys
adjustments”, the inefficient portion being recognized in the are also restated in operating activities.
statement of operations. The cumulative value of foreign
exchange gains and losses recognized directly in equity will be Financing activities
transferred to statement of operations when all or part of the Financing activities are transactions involving equity financing and
foreign subsidiary is sold. borrowings taken out by the entity.
Where derivatives qualify for cash flow hedge accounting, we They include the cash impact of financial expenses and lease
account for changes in the fair value of the effective portion of the repayments.
hedging instruments in equity. The ineffective portion is recorded
in “Other financial income (loss)”. Amounts recorded in other Cash and cash equivalents
comprehensive income are reclassified into the statement of Cash and cash equivalents in the consolidated statement of
operations when the hedged risks impact the statement of financial position comprise cash at banks and on hand and short-
operations. term deposits with a maturity of three months or less that are
readily convertible to known amounts of cash.
Recognition and presentation of derivatives not qualifying
for hedge accounting 19. Share-based payments, including stock
These notably included a put option on securities held by third options
parties.
Employees (including senior executives) of the Group receive
Derivative instruments not qualifying for hedge accounting are remuneration in the form of share-based payments. These rights
measured at fair value upon initial recognition. The fair value of can be settled either in equity (equity-settled transactions) or in
derivatives not qualifying for hedge accounting is subsequently cash (cash-settled transactions).
remeasured at each reporting date and any successive variations
in fair value are immediately recognized in the consolidated Equity-settled transactions
statement of operations for that period under “Other financial
We include stock options granted to employees in the financial
income (loss)” Derivative financial instruments are presented in
statements using the following principles: the stock option’s fair
the statement of financial position under current items, for
value is determined on the grant date and is recognized in
derivatives expiring in under 12 months, and non-current items for
personnel costs, with a corresponding increase in equity, on a
other derivatives.
straight-line basis over the period between the grant date and the
end of the vesting period. We calculate stock option fair value
17. Other liabilities (Off-Market Component) using the Black-Scholes mathematical model.
This item pertains to an operating liability initially recognized at
fair value, i.e. the present value of the difference between the day Cash-settled transactions
rate set by the Capacity Agreement and the estimated market The cost of cash-settled transactions is measured initially at the
rate over the period of the five-year commitment. This liability is grant date using a binomial model. A provision is recognized over
reversed at its rate of consumption, i.e. usage per day as set out in the period until the vesting date. This liability is re-measured at
the Capacity Agreement, over the term of the contract. See fair value at each reporting date up to and including the
note 12. settlement date, with changes in fair value recognized in the
statement of operations.

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2020-2021 CGG consolidated financial statements 6
20. Grants 21. Earnings per share
Government grants, including non-monetary grants at fair value, Basic earnings per share amounts are calculated by dividing net
are not recognized until there is reasonable assurance that the income (loss) for the year attributable to ordinary equity holders
entity will comply with the conditions of the grant and that the of the Company by the weighted average number of ordinary
grants will be received. shares outstanding during the year.
Government grants are recognized as income over the periods When the net income (loss) for the year is a profit, a diluted
necessary to match them with the related costs which they are earnings per share amounts are calculated by dividing the net
intended to compensate. They are presented as a reduction of the income attributable to ordinary equity holders of the Company, by
corresponding expenses in the item “Research and development the weighted average number of ordinary shares outstanding
expenses, net” in the statement of operations. during the year plus the weighted average number of ordinary
shares that would be issued on the exercise of stock options and
Refundable grants are presented in the statement of financial shares from performance share plans.
position as “Other non-current liabilities”.

NOTE 2 SIGNIFICANT EVENTS, ACQUISITIONS AND DIVESTITURES

Eidesvik sold its shares in Shearwater to CGG, €585 million in aggregate principal amount of 7.75% Senior
Secured Notes due 2027 (together, the “2027 Notes”). The 2027
and CGG accepted Rasmussengruppen's Notes are guaranteed on a senior secured basis by certain
offer to buy the Shearwater shares subsidiaries of CGG SA.
On January 11, 2021, Eidesvik decided to exercise its put option On April 1, 2021 CGG entered into a US$100 million Super Senior
and to sell all of its Shearwater Shares to CGG at a strike price of Revolving Credit Facility Agreement (“RCF”), secured by the same
security package as the 2027 Notes. Interests are calculated 6
US$30 million. CGG thereby acquired 1,987,284 shares,
increasing its shareholding in Shearwater to 6.64% of the latter's according to the SOFR rate increased by a 5% margin, revisable
outstanding shares and 6.72% of voting rights. downward depending on the Group rating and greenhouse gas
emission reduction targets.
On January 12, 2021, CGG accepted Rasmussengruppen's binding
offer to buy all of the Shearwater shares owned by CGG, including The issuance of the 2027 Notes was a condition to:
those it owned following the exercise of Eidesvik’s put option. By ● the purchase of any and all of the validly tendered and not
way of this transaction, CGG sold a total of 3,945,532 Shearwater withdrawn existing first lien senior secured notes due 2023 (the
shares for a total cash consideration of US$27.6 million. The “Existing First Lien Notes”) by way of a tender offer (the
transaction was completed on January 18, 2021 (the “completion “Tender Offer”) launched on March 15, 2021 and which expired
date”) and CGG received payment on January 20, 2021. on March 29, 2021;
Those transactions were considered in the valuation of the ● the redemption of all Existing First Lien Notes not purchased in
corresponding asset and liability in CGG’s 2020 consolidated the Tender Offer; and;
financial statements as (i) US$13.7 million for Shearwater shares ● the redemption of all its second lien senior secured notes due
(see note 7) and (ii) US$(16.1) million for the Eidesvik Put Option 2024 (the “Existing Second Lien Notes”).
(see note 14), hence there is no impact in the statement of
operations at the completion date. That condition has been satisfied. The proceeds from the issuance
have been used, together with cash on hand, to:
● settle the Tender Offer;
Issuance of Senior Secured Notes and
● satisfy and discharge on April 1, 2021 and subsequently
Completion of Conditions for Settlement of redeem on May 1, 2021 in full the Existing First Lien Notes that
Tender Offer and Redemption of Existing Notes were not repurchased in the Tender Offer;
CGG entered into a refinancing process during the first quarter of ● satisfy and discharge on April 1, 2021 and subsequently

2021 (the “refinancing”) with the aims of (i) normalizing the capital redeem on April 14, 2021 in full the Existing Second Lien
structure, (ii) extending debt maturity to manage long term cash Notes; and
needs and (iii) benefiting from more attractive interest rate and ● pay all fees and expenses in connection with the foregoing.
eliminating capitalized (PIK) interest obligations.
On April 1, 2021, the value of the 2027 Notes was US$1,185.9
On April 1, 2021, CGG issued US$500 million in aggregate million using the exchange rate of US$1.1725 per €1.00.
principal amount of 8.75% Senior Secured Notes due 2027 and

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6 2021 FINANCIAL STATEMENTS
2020-2021 CGG consolidated financial statements

The net proceed resulting from the refinancing was a net cash outflow, estimated at US$(96.7) million using the exchange rate of
US$1.1725 per €1.00, as per the flow of funds shown below:

In millions of US dollar Flow of funds

2027 Notes proceeds 1,185.9
Existing First Lien Notes principal repayment (628.3)
Existing Second Lien Notes (including principal resulting from payment-in-kind (“PIK”) interest) principal repayment (585.3)
Accrued interest from Existing Notes until redemption (29.3)
First Lien Notes Call premium (13.8)
Transaction costs (25.9)
NET PROCEEDS (96.7)

The transaction costs arising from the refinancing as well as the call premium in relation to the early repayment of the Existing First Lien
Notes have been expensed without any portion capitalized and booked in other financial income and loss (see note 23).
Following the completion of the refinancing, CGG benefits from a Beyond the core, we developed in 2021 a range of new
normalized capital structure and more flexibility, with: technologies and solutions, leveraging on our expertise and long-
● the extension of maturity to 2027;
time leading capabilities, to adress current market trends and
accompany our traditional and new client base in their energy
● liquidity enhancement through the revolving credit facility of
transition challenges. These Beyond the Core new businesses
US$100 million, maturing in 2025; addressing the fast expanding markets of Digital Sciences, Energy
● the possibility to redeem up to 10% of the outstanding principal Transition and Monitoring and Observation solutions are expected
amount per year at a price of 103% during the first 3 years; to contribute significantly to the growth of the activities of the
● and the reduction of the cost of debt by approximately 30% on Group in the coming years.
a yearly basis, due to the elimination of PIK interest, with a After a soft first half of the year 2021, due to delays mostly
blended interest rate of 8.17% per annum. affecting our Multi-Client activity, the expected rebound
The 2027 Notes and RCF share the same security package materialized in the second half of the year. We confirmed the
encompassing notably the US multi-client library, the shares of anticipated trends of (i) gradual recovery in Geoscience activity, (ii)
the main Sercel entities, the shares of significant GGR operating sustained demand for our data library located in the world’s most
entities, and certain intercompany loans. active basins and (iii) a pick-up in Equipment deliveries. We
extended our leadership and technology differentiation and
reinforced our market share, which puts us in an advantageous
Market environment position as demand for our products and services continues to
increase.
With the strengthened macro-environment, the demand for oil and
gas continued its strong recovery in 2021, leading to a full The Group pursued the implementation of restructuring measures
recovery in oil and gas prices. Many observers believe they will in continuing operations to adjust to the new baseline. These
remain high going forward. Indeed, the development of renewable measures have negatively impacted the statement of cash flows
energy will be a long process and will require significant by US$17.9 million in 2021.
investments. Oil and, especially, gas will remain thus at the core The Group benefited from government incentives in certain
of the energy mix during all the energy transition journey to meet countries where it operates, triggering a positive cash impact of
the increasing worldwide energy demand and finance the US$5.0 million in the period, including deferrals of tax and social
progressive transformation of the portfolio of energy companies. contributions.
While it is still difficult to predict the energy outlook, we
anticipate, in line with recent industry analyses, the E&P sector to
enter into a positive upcycle from 2022 onwards with market
Exit from Contractual Data Acquisition
recovery expected to further accelerate in 2023, supported business - CGG 2021 Plan
notably by the resumption of licensing rounds in core mature
basins. After two years of underinvestment, we expect our clients Sale of the Multi-Physics business
to keep on focusing on increasing production from existing Effective June 30, 2021 the Multi-Physics business, excluding its
reservoirs and on near field exploration. We believe that we are processing and multi-client library, was sold to Xcalibur Group,
fundamentally well positioned in these domains with our high-end following receipt of approvals by the competent regulatory
technologies as key enablers to increase the effectiveness of our authorities.
clients’ projects, while meeting their ESG objectives.

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2020-2021 CGG consolidated financial statements 6
Reclassification of our stake in Argas joint venture By a ruling issued on November 24, 2020, the Commercial court
to continuing operations of Paris acknowledged the completion of CGG’s Safeguard Plan,
following the early repayment in full of all its remaining debt
The sale dynamic has been disrupted by events beyond the under the Safeguard plan. In this context, CGG reiterated its
Group's control over the past two years, with the health crisis, the undertaking made as part of the safeguard plan to maintain, and
fall in oil price and the sharp reduction in E&P expenditure. procure that the French-law subsidiaries it controls within the
The management of CGG remains committed to sell but, in the meaning of article L.233-3 of the French Commercial Code
current context, the sale of our stake seems unlikely within 12 maintain in France their decision-making centres currently
months. located in France, including the headquarters of CGG,  until
December 31, 2022.
The margin arising from the sale of Sercel equipment to Argas for
the share held by CGG were eliminated in the consolidated Third opposition to the decision issued by the Commercial
accounts on the date of their purchase and then gradually Court of Paris
reversed following the amortization plan of the equipment. These
On December 22, 2020, Mr. Jean Gatty in his capacity as former
margins have been frozen since Q4 2018 following the
representative of each of the two bodies of OCEANE bondholders
reclassification of Argas to assets held for sale. These margins
and JG Capital Management (a management company of JG
were then reassessed when we reclassify our investment in Argas
Partners, itself a former holder of the Oceanes) of which he is the
to continuing operations.
director, filed three third-party appeals against the decision dated
The consequences of the reclassification to continuing operations November 24, 2020 which had acknowledged the anticipated
on the opening of the equity of 2020 was US$(1.3) million. The net completion of CGG’s Safeguard Plan.
result from our stake and the margin from the sale of equipment
Further to Mr. Jean Gatty’s withdrawal of his judicial proceedings,
amount to US$(3.4) million in 2021 and US$1.3 million in 2020.
the Commercial Court of Paris rejected the third-party appeal by
ruling (which is now final) dated May 7, 2021.
Other divestures
Criminal complaints
Smart Data Solutions Furthermore, on February 2, 2021, CGG was informed that JG
On December 31, 2021, CGG has completed the sale of the Capital Management also filed a criminal complaint seeking to 6
physical storage assets and associated services of its Smart Data call into question again the terms of the CGG's financial
Solutions business to OASIS and Access. restructuring approved in 2017 under CGG’s Safeguard Plan. The
Company reminds this point regarding the differential treatment
The net proceeds amount to US$(1.4) million in the consolidated of creditors holding high yield bonds and Oceanes has been
income statement. Cash inflow less cost to sell amounts to debated at length before various courts in a wholly transparent
US$10.2 million in the consolidated cash flow statement. US$1.3 fashion.
million of net receivable remains to be collected.
On April 29, 2021, CGG filed a complaint for slanderous
GeoSoftware denunciation in connection with the complaint filed by JG Capital
Management.
On October 1, 2021, the sale of CGG’s GeoSoftware business to
Topicus and Vela Software for the total cash consideration of Writ of summons (Assignation / Recours en Révision)
US$95 million was completed, subject to certain closing
adjustments, mainly related to working capital adjustments. On March 29, 2021, JG Capital Management issued a writ of
summons to CGG before the Commercial Court of Paris in order to
The net proceeds amount to US$1.8 million in our 2021 try and obtain, through an appeal for modifying an existing
consolidated statement of operations. Cash inflow less cost to judgement (“recours en révision”), the cancellation of the
sell amounts to US$81.6 million in the consolidated cash flow judgment dated December 1, 2017, which approved the CGG
statement. Pursuant the agreed adjustments, a net receivable of Safeguard Plan. As of the date of the signature of this Document,
US$3.7 million remains to be collected in respect of the sale. the corresponding judicial proceedings are still ongoing.

Litigation Other events

The Company and/or its subsidiaries can be involved in disputes Cybersecurity Incident Involving Third Party
and proceedings arising in the normal course of their business. To
the best of the Company’s knowledge, there are no pending or
Supplier
impending administrative, judicial or arbitration procedures that CGG was the victim of a cybersecurity incident during the first
are likely to have, or have had over the last twelve‑month period, quarter of 2021. The standalone server that was cyberattacked
any significant impact on the Group’s financial position or had limited use within CGG and was not used to transfer or store
profitability. personal or commercially sensitive information.
There has been no operational or financial impact.
Legal proceedings related to the Safeguard Plan
CGG takes information security very seriously and is thoroughly
Certain holders of convertible bonds (“Oceanes”) due 2019 and
investigating the incident in collaboration with CGG’s external
2020 lodged an appeal against the judgement dated December 1,
security partners, to document full details, and identify any
2017 approving the Safeguard Plan. The Appeals Court of Paris
potential areas to further reduce future risks.
confirmed this judgment in a ruling dated May 17, 2018. By ruling
dated February 26, 2020, the French Supreme Court rejected the
appeal lodged by certain Oceanes bondholders against the ruling
of the Appeals Court of Paris, thus putting a definitive end to this
litigation.

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6 2021 FINANCIAL STATEMENTS
2020-2021 CGG consolidated financial statements

NOTE 3 TRADE ACCOUNTS AND NOTES RECEIVABLE

Analysis of trade accounts and notes receivable is as follows:

December 31,
In millions of US$ 2021 2020
Trade accounts and notes receivable, gross – current portion 337.5 299.1
Less: allowance for doubtful accounts – current portion (32.4) (36.2)
Trade accounts and notes receivable, net – current portion 305.1 262.9
Trade accounts and notes receivable, gross – non-current portion - 0.8
Less: allowance for doubtful accounts – non-current portion - -
Trade accounts and notes receivable, net – non-current portion - 0.8
Contract assets 45.6 61.3
TOTAL TRADE ACCOUNTS AND NOTES RECEIVABLE 350.7 325.0

Allowances for doubtful accounts only relate to overdue receivables at the closing date.

As of December 31, 2021, the aging analysis of net trade accounts and notes receivable is as follows:

In millions of US$ Not past due 30 days 30-60 days 60-90 days 90-120 days > 120 days Total

2021 191.0 41.9 14.8 8.0 2.2 47.2 305.1
2020 200.8 11.7 3.8 4.3 0.9 42.2 263.7

Litigation On March 3, 2021, the Court ordered and ONGC made a deposit of
INR 2,686,439,944.00 to the Bombay High Court. This sum
ONGC Arbitration proceedings in India equivalent to approximately 36 million US dollars at March 2021
exchange rate, was placed by ONGC in Indian rupees in a specific
On March 18, 2013, CGG Services SAS and Wavefield Inseis AS account open at Canara Bank. We believe that the Tribunal’s
(together “CGG”), both fully owned subsidiaries of CGG SA, award will be confirmed again by the Bombay High Court, which
initiated arbitration proceedings against ONGC, an Indian should allow us to recover at least the amount of the receivables
company, to recover certain unpaid amounts under three that are recorded on our balance sheet as unpaid receivables as of
commercial contracts entered into by ONGC and CGG Services December 31, 2021.
SAS on one hand and ONGC and Wavefield Inseis AS on the other
hand, between 2008 and 2010. As of the date of the signature of this Document, legal
proceedings are still ongoing.
The Arbitration Tribunal issued an award in favor of CGG on July
26, 2017 and at the same date dismissed ONGC’s counter claims
against CGG. ONGC submitted an application against the Tribunal Factoring agreements
award on October 27, 2017. On January 6, 2020, ONGC’s
There were no factoring agreements at December 31, 2021 and
application to set aside the Tribunal awards was dismissed by the
2020.
Single Judge of the Bombay High Court without costs. ONGC has
filed an appeal on March 2, 2020 against this judgment, which is
pending before the Division Bench of the Bombay High Court.

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2020-2021 CGG consolidated financial statements 6
NOTE 4 INVENTORIES, WORK IN PROGRESS AND OTHER CURRENT ASSETS

December 31, 2021 December 31, 2020

Gross Valuation Net Gross Valuation Net
In millions of US$ value Allowance value value Allowance value
Consumables and spares parts 1.2 – 1.2 0.2 – 0.2
Raw materials and sub-assemblies 72.4 (14.4) 58.0 77.7 (16.9) 60.8
Work in progress 123.3 (17.7) 105.6 157.2 (27.4) 129.8
Finished goods 50.4 (17.9) 32.5 80.6 (33.6) 47.0
INVENTORIES AND WORK IN PROGRESS 247.3 (50.0) 197.3 315.7 (77.9) 237.8

Variation of inventories and work in progress

VARIATION OVER THE PERIOD
December 31,
In millions of US$ 2021 2020
Balance at beginning of period 237.8 200.1
Variations (51.8) (4.6)
6
Movements in valuation allowance (a) 23.0 25.5
Translation adjustments (12.8) 16.8
Change in consolidation scope – –
Other (b)
1.1 –
BALANCE AT END OF PERIOD 197.3 237.8
(a) Mainly concerns reversals of provisions for scrapped inventories by the Equipment segment.
(b) Related to the reclassification of finished goods to asset under construction by the Equipment segment.

Other current assets

December 31,
In millions of US$ 2021 2020
Personnel and other tax assets 51.1 51.0
Fair value of financial instruments 2.4 1.1
Restricted cash 10.2 9.2
Prepaid expenses 13.8 16.8
Supplier prepayments 8.8 5.8
Other receivables 18.8 8.1
OTHER CURRENT ASSETS  105.1 92.0

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6 2021 FINANCIAL STATEMENTS
2020-2021 CGG consolidated financial statements

NOTE 5 ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS

Exit from Contractual Data Acquisition reversed following the amortization plan of the equipment. These
margins have been frozen since Q4 2018 following the
business - CGG 2021 Plan reclassification of Argas to assets held for sale. These margins
The 2021 strategic roadmap announced in November 2018 aimed were then reassessed when we reclassify our investment in Argas
at implementing an asset light business model by reducing CGG’s to continuing operations.
exposure to the contractual data acquisition business. As a result The consequences of the reclassification to continuing operations
of the strategic announcements and actions undertaken (i) in our statement of comprehensive income amount to US$(3.4)
subsequently, we presented our contractual data acquisition million in 2021 and US$1.3 million in 2020 and (ii) on the opening
operations and the costs of implementation of the related of the equity of 2020 for US$(1.3) million.
measures, referred to as the CGG 2021 Plan, in accordance with
IFRS 5, as discontinued operations and assets held for sale.
GeoSoftware
Exit from Marine Data Acquisition business
On October 1, 2021, the sale of CGG’s GeoSoftware business to
On January 2020, we achieved a key milestone on our strategic Topicus and Vela Software for the total cash consideration of
roadmap with the closing of our strategic partnership with US$95 million was completed, subject to certain closing
Shearwater in Marine Data Acquisition with the signature of the adjustments, mainly related to working capital adjustments.
Capacity Agreement, and thus the exit of seismic vessel
operations. The net proceeds amount to US$1.8 million in our 2021
consolidated statement of operations. Cash inflow less cost to
Exit from Land Data Acquisition sell amounts to US$81.6 million in the consolidated cash flow
statement. Pursuant the agreed adjustments, a net receivable of
The Land Data Acquisition business was fully shut down in 2020 US$3.7 million remains to be collected in respect of the sale.
and the remaining assets were sold.
GeoSoftware activity does not meet the criteria of a major line of
Divestment of Multi-Physics business business under IFRS 5, therefore this is not presented as
discontinued operations in the consolidated statements of
Effective June 30, 2021, the Multi-Physics business, except its operations and in the consolidated statements of cash flows
processing and multi-client library, has been sold to Xcalibur (hence triggering no retrospective change in presentation).
Group, following receipt of approvals by the competent regulatory
authorities.
Smart Data Solutions
On July 9, 2021, the agreed one-year maturity degressive over
time facility for a maximal amount €2.5 million, guaranteed by On December 31, 2021, CGG has completed the sale of the
assets, was drawn for €1.5 million. This facility has not been physical storage assets and associated services of its Smart Data
repaid as of December 31, 2021 and has been accounted in other Solutions business to OASIS and Access.
current financial assets, net.
The transaction includes seven dedicated storage and service
facilities, each holding client collections of records and
Divestment from Seabed Geosolutions BV subsurface rock and fluid samples. Access has acquired the three
The full divestment from Seabed is effective on April 1, 2020. North American sites and OASIS the four European sites. Access
and OASIS have a history of collaboration and, for global clients,
Reclassification of our stake in Argas joint venture will work together to continue the global service delivery.
to continuing operations The net proceeds amount to US$(1.4) million in the consolidated
The sale dynamic has been disrupted over the past two years by income statement. Cash inflow less cost to sell amounts to
events beyond the Group's control, the health crisis, the fall in oil US$10.2 million in the consolidated cash flow statement. US$1.3
price and the sharp reduction in E&P expenditure. million of net receivable remains to be collected.
The management of CGG remains committed to sell but, in the This business was classified as “assets held for sale”. As it does
current context, the sale of our stake seems unlikely within 12 not meet the criteria of a major line of business under IFRS 5, it
next months. was not presented as discontinued operations in the consolidated
statements of operations.
The margin arising from the sale of Sercel equipment to Argas for
the share held by CGG were eliminated in the consolidated
accounts on the date of their purchase and then gradually

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2020-2021 CGG consolidated financial statements 6
Disaggregation of assets and liabilities

The fair value measurement of assets held for sale is categorized within Level 3 of the fair value hierarchy.

December 31, 2020

December 31, 2021 Restated*
Intangible assets, net - 77.0
Property. plant & equipment, net - 1.5
Trade accounts and notes receivable, net - 13.0
Other current assets, net - 1.0
Other non-current assets, net - 0.2
ASSETS HELD FOR SALE, NET - 92.7
Trade accounts and notes payable - (2.6)
Accrued payroll costs - (3.7)
Other current liabilities - (6.3)
Other non-current liabilities - (0.4)
LIABILITIES DIRECTLY ASSOCIATED WITH THE ASSETS CLASSIFIED AS
HELD FOR SALE - (13.0)
ASSETS (LIABILITIES) HELD FOR SALE, NET - 79.7 6
* In accordance with IFRS 5 “Non-current Assets Held for Sale and Discontinued Operations”, financial information was restated to present comparative amounts
for each period presented. Our stake in Argas was reclassified to Investments in companies accounted for under the equity method.

The decrease of US$79.7 million on the Assets (Liabilities) held (ii) US$(0.5) million in relation with the sale of a land asset; and
for sale, net over the period encompasses the following items: (iii) US$0.7 million following the divestment of our Multi-Physics
(i) US$(80.0) million related to the divestment of GeoSoftware business (see note 2).
(see note 2);

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6 2021 FINANCIAL STATEMENTS
2020-2021 CGG consolidated financial statements

Net income (loss) from discontinued operations

Year
2020
In millions of US$ 2021 Restated*
Operating revenues 18.6 39.3
Operating expenses (20.1) (52.1)
Other revenues (expenses) – net 3.0 (3.3)
Operating income 1.5 (16.1)
Interest expense on leases - (0.1)
Other financial income (loss) (0.9) (14.0)
Income taxes 1.0 1.3
Share of (income) loss in companies formerly accounted under equity method - -
NET INCOME (LOSS) FROM DISCONTINUED OPERATIONS 1.6 (28.9)
* In accordance with IFRS 5 “Non-current Assets Held for Sale and Discontinued Operations”, financial information was restated to present comparative amounts
for each period presented. US$(33.6) million related to our stake in Argas joint venture were reclassified to continuing operations.

For the financial year ended December 31, 2021, the net income (iv) US$5.6 million of foreign exchange gain on a tax liability.
from discontinued operations amounted to US$1.6 million and
was impacted by the following items: For the financial year ended December 31, 2020, the
restructuring costs arising from CGG 2021 Plan amounted to
(i) US$1.9 million for the gain on the sale of our Multi-Physics US$(3.3) million, including US$(0.7) million of impairment losses
business; on assets mainly coming from US$(1.5) million for the Land
(ii) US$0.7 million related to ramp down costs; assets and US$0.8 million for the Multi-Physics disposal group.
(iii) US$(7.2) million of financial expenses in relation with the In addition, US$(14.1) million of financial losses for the Idle Vessel
Idle Vessel Compensation of which US$(3.6) million of Compensation have been recognized, of which a US$(10.0) million
discount of the Idle Vessel Compensation as well as increase of the Idle Vessel Compensation following revised
US$(3.6) million increase of the Idle Vessel Compensation assumptions.
following revised assumptions on Shearwater fleet
utilization assumptions over the remaining commitment
period of the Capacity Agreement, and

Net cash flows incurred by discontinued operations

The net cash flow from discontinued operations for each period is presented below:

December 31,
In millions of US$ 2021 2020
Net cash flow from operating activities (12.9) (51.8)
Net cash flow used in investing activities 0.1 6.3
Net cash flow from financing activities (22.2) (27.0)
Impact of changes in consolidation scope (1.0) -
NET CASH FLOWS GENERATED BY DISCONTINUED OPERATIONS (36.0) (72.5)

In 2021, the net cash flow generated by discontinued operations In 2020, the net cash flow generated by discontinued operations
included disbursements in respect of the CGG 2021 Plan for an included cash outflows in respect of the CGG 2021 Plan for an
amount of US$(33.3) million, of which US$(8.4) million was amount of US$(87.4) million, of which US$(41.6) million of
severance cash outflows and US$(21.9) million was cash outflows severance cash outflows, US$(21.5) million of cash outflows in
in respect of Idle Vessel Compensation. respect of Idle Vessel Compensation and US$(24.1) million of
ramp down cash outflows and US$7.1 million of proceed of Land
assets.

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 2021 FINANCIAL STATEMENTS
2020-2021 CGG consolidated financial statements 6
NOTE 6 ASSETS VALUATION ALLOWANCE

December 31, 2021

Balance at Unused Balance at end
In millions of US$ beginning of year Additions Deductions Deductions Other (a) of period
Trade accounts and notes receivable 36.2 1.9 (5.3) - (0.4) 32.4
Inventories and work-in-progress 77.9 0.5 (23.5) - (4.9) 50.0
Tax assets 6.1 0.1 - - (0.1) 6.1
Other current assets 3.8 1.8 (0.4) - - 5.2
TOTAL ASSETS VALUATION
ALLOWANCE 124.0 4.3 (29.2) - (5.4) 93.7
(a) Includes effects of translation adjustments and changes in the scope of consolidation.

December 31, 2020

Balance at Unused Balance at end
In millions of US$ beginning of year Additions Deductions Deductions Other (a) of period
Trade accounts and notes receivable 27.0 13.5 (3.2) - (1.1) 36.2
Inventories and work-in-progress 96.3 1.1 (26.6) - 7.1 77.9
Tax assets 4.6 1.6 (0.1) - - 6.1 6
Other curent assets 2.9 - (0.2) - 1.1 3.8
TOTAL ASSETS VALUATION
ALLOWANCE 130.8 16.2 (30.1) - 7.1 124.0
(a) Includes effects of translation adjustments and changes in the scope of consolidation.

NOTE 7 INVESTMENTS, OTHER NON-CURRENT AND CURRENT FINANCIAL ASSETS

In millions of US$ 2021 2020

Non-consolidated investments (a)
0.9 0.9
Loans and advances 1.5 0.7
Deposits and other (b)
15.4 12.0
Investments and other financial assets 17.8 13.6
Non-consolidated Shearwater Shares (c) - 13.7
Xcalibur Group Loan (d)
1.7 -
Other current financial assets 1.7 13.7
TOTAL INVESTMENTS, OTHER FINANCIAL ASSETS AND OTHER CURRENT
FINANCIAL ASSETS 19.5 27.3
(a) Mainly shares in Interactive Network. No restriction or commitment exists between CGG and the non-consolidated investments.
(b) At December 31, 2021, the amount of pledged financial assets is US$15.2 million.
(c) Sale of non-consolidated Shearwater Shares to Rasmussengruppen on January 18, 2021 for a cash consideration of US$13.7 million (See note 2)
(d) Credit facility granted to Xcalibur Group (See note 5).

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2020-2021 CGG consolidated financial statements

NOTE 8 INVESTMENTS IN COMPANIES ACCOUNTED FOR UNDER THE EQUITY METHOD

December 31,
2021 % 2020
In millions of US$ Country/Head office interest held 2021 Restated*
GGR
Reservoir Evaluation Services LLP Kazakhstan/Almaty 49.0% 2.8 2.8
Versal AS Norway/Oslo 33.3% – –
Equipment
Autonomous Mobile Blast Paint Robot SAS (a) France/Allevard 51.0% – 0.5
Contractual Data Acquisition
Argas Saudi Arabia/Al-Khobar 49.0% 25.0 25.0
PT Elnusa-CGGVeritas Seismic Indonesia/Jakarta 49.0% 0.3 0.3
PTSC CGGV Geophysical Survey Limited Vietnam/Vung Tau City 49.0% – –
INVESTMENTS IN COMPANIES ACCOUNTED
FOR UNDER THE EQUITY METHOD 28.1 28.6
* In accordance with IFRS 5 “Non-current Assets Held for Sale and Discontinued Operations”, financial information was restated to present comparative amounts
for each period presented. Our investments in Argas were reclassified in Investment in companies accounted for under the equity method.
(a) Effective 1st june 2021, Sercel Holding SAS acquired an additional 17% of shares in AMBPR and has the exclusive control of this company. Hence the AMBPR
company, previously accounted for under equity method, is fully consolidated as of 31 december 2021.

The joint-venture Versal AS (CGG, PGS and TGS) was set up on As of 31 December 2021, CGG has no investments classified as
11  June 2021 with the aim to offer a unified seismic data assets held for sale. The investment in Argas, have been
ecosystem giving access to three of the world’s largest multi- reclassified in continuing operations. See note 2.
client libraries via a single log-in.
The variation of “Investments in companies accounted for under the equity method” is as follows:

December 31,
2020
In millions of US$ 2021 Restated *
Balance at beginning of period 28.6 46.9
Change in consolidation scope (0.7) -
Investments made during the year - 0.5
Share of income (loss) 0.1 (31.8)
Impairment - -
Dividends received during the period and return of capital (a)
- 13.0
Translation adjustments and other 0.1 -
BALANCE AT END OF PERIOD 28.1 28.6
* In accordance with IFRS 5 “Non-current Assets Held for Sale and Discontinued Operations”, financial information was restated to present comparative amounts
for each period presented. Our investments in Argas were reclassified in Investment in companies accounted for under the equity method.
(a) Distribution of dividends from Argas was cancelled for US$13.0 million.

In 2021, Autonomous Mobile Blast Paint Robot is fully For transactions with investments in companies accounted for
consolidated. under the equity method, please see note  27  “Related party
transactions”.
In 2020, the Group invested US$0.5 million, after acquiring shares
in Autonomous Mobile Blast Paint Robot.

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2020-2021 CGG consolidated financial statements 6
NOTE 9 PROPERTY, PLANT AND EQUIPMENT

December 31,
2021 2020
Accumulated Accumulated
In millions of US$ Gross depreciation Net Gross depreciation Net
Land 5.7 - 5.7 6.8 - 6.8
Buildings (a)
153.8 (115.0) 38.8 161.4 (117.6) 43.8
Machinery & Equipment 276.4 (233.4) 43.0 290.9 (244.3) 46.6
Other tangible assets 110.2 (104.0) 6.2 132.3 (117.5) 14.8
Right-of-use assets (a) 254.9 (136.5) 118.4 294.2 (138.1) 156.1
– Property 197.9 (106.9) 91.0 214.5 (91.5) 123.0
– Machinery & Equipment 57.0 (29.6) 27.4 79.7 (46.6) 33.1
TOTAL PROPERTY, PLANT
AND EQUIPMENT 801.0 (588.9) 212.1 885.6 (617.5) 268.1

Short-term leases and leases of low-value Revenues from subleases

assets The Group signed arrangements with third parties to sublease 6
As allowed by IFRS 16, the Group decided to use exemptions for leased real estate assets. The income generated by these sub-
short-term leases (<12  months) and leases of low-value assets lease agreements, which are classified as operating leases, was
(<US$5,000), which were not material at December 31, 2021 and not material at December 31, 2021 and at December 31, 2020.
at December 31, 2020.

Variation over the period

December 31
In millions of US$ 2021 2020
Balance at beginning of period 268.1 300.0
Acquisitions (a)
55.7 50.2
Depreciation (b)
(74.9) (89.5)
Disposals (0.8) (1.5)
Translation adjustments (9.6) 10.1
Change in consolidation scope 0.8 -
Impairment of assets (c)
(10.5) (4.2)
Reclassification of tangible assets as “Assets held for sale” (d)
(14.1) -
Other (2.6) 3.0
BALANCE AT END OF PERIOD 212.1 268.1
(a) Including US$25.7 million additional right-of use assets in 2021, compared to US$29.0 million in 2020.
(b) Including US$46.0 million depreciations of right-of-use assets in 2021, compared to US$48.8 million in 2020.
(c) Including US$9.2 million depreciations related to impairment of right-of-use assets.
(d) Including US$13.2 million of assets related to Smart Data Solutions and US$1.0 million of land asset (see note 5).

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2020-2021 CGG consolidated financial statements

Reconciliation of acquisitions with the consolidated statements of cash flows and capital
expenditures in note 19
December 31
In millions of US$ 2021 2020
Acquisitions of tangible assets, excluding leases 30.0 21.9
Capitalized development costs (see notes 10 and 20) 29.6 41.0
Acquisitions of other intangible assets, excluding Multi-Client surveys (see note 10) 0.1 1.1
Change in fixed asset suppliers (0.8) 0.1
Reclassification of tangible assets in "Assets held for sale” (0.3) -
TOTAL PURCHASES OF TANGIBLE AND INTANGIBLE ASSETS ACCORDING
TO CASH FLOW STATEMENT (“CAPITAL EXPENDITURES”) 58.6 64.1

NOTE 10 INTANGIBLE ASSETS

December 31
2021 2020
Accumulated Accumulated
In millions of US$ Gross depreciation Net Gross depreciation Net
Multi-Client surveys - Marine 5,332.9 (4,975.9) 357.0 5,186.7 (4,776.3) 410.4
Multi-Client surveys - Land 813.6 (777.5) 36.1 811.8 (729.8) 82.0
Capitalized development costs 379.1 (289.1) 90.0 459.5 (350.8) 108.7
Software 79.2 (77.4) 1.8 92.0 (88.7) 3.3
Customer relationships 218.0 (189.9) 28.1 227.7 (194.0) 33.7
Other intangible assets 195.5 (187.8) 7.7 220.1 (219.0) 1.1
TOTAL INTANGIBLE ASSETS 7,018.3 (6,497.6) 520.7 6,997.8 (6,358.6) 639.2

Variation over the period

December 31,
In millions of US$ 2021 2020
Balance at beginning of period 639.2 690.8
Increase in Multi-Client surveys 185.6 257.1
Capitalized development costs 29.6 41.0
Other acquisitions 0.1 1.1
Amortization and impairment on Multi-Client surveys (281.5) (284.8)
Other depreciation (a)
(45.0) (58.3)
Disposals (1.1) (0.2)
Translation adjustments (6.4) (6.2)
Reclassification of intangible assets as "Assets held for sale" – –
Other 0.2 (1.3)
BALANCE AT END OF PERIOD 520.7 639.2
(a) Including a US$6.6 million impairment loss on customer relationships and trade name related to the GeoConsulting business in 2020.

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2020-2021 CGG consolidated financial statements 6
Multi-Client library In 2020, “Amortization and impairment on Multi-Client surveys”
included US$(99.6) million of impairment loss primarily related to
Impairment test and key assumptions the downward revision of expected sales of surveys in frontier
exploration areas, due to political instability (Africa) and
The recoverable value of our Multi-Client library depends on the government unfavorable stance on oil exploration (Ireland) in the
expected sales for each survey. The sales forecasts are subject to context of significant cuts in E&P spending.
numerous change factors such as the survey location, the basin
dynamics depending on the lease rounds, the political, economic
Sensitivity to changes in assumptions
and tax situation in the country, the operators expectations and
are revised regularly. The expected sales are discounted at the An increase by 50 basis points of the discount rate would reduce
WACC rate used for our Multi-Client CGU (please refer to note 11). by approximately US$(4) million the net present value of the
expected sales of our multi-client library. It would trigger an
Impairment loss impairment loss of about US$(0.3) million.
In 2021, “Amortization and impairment on Multi-Client surveys” A reduction by 10% of the expected sales in 2023 and 2024 would
included US$(21.2) million of impairment loss in the UK library reduce by approximately US$(31) million the net present value of
and related to the downward revision of expected sales of one expected sales. It would trigger an impairment loss of about
survey due to United Kingdom's currently unfavorable stance on US$(5) million.
oil exploration.

Reconciliation of acquisitions with the consolidated statement of cash flows and capital
expenditures in note 19
December 31
In millions of US$ 2021 2020
Investments in Multi-Client surveys 185.6 257.1
6
Amortization & depreciation capitalized in Multi-Client surveys (17.3) (18.1)
INVESTMENT IN MULTI-CLIENT SURVEYS ACCORDINGTO CASH-FLOW STATEMENT 168.3 239.0

NOTE 11 GOODWILL

Goodwill is analyzed as follows:

Variation over the period

In millions of US$ December 31, 2021 December 31, 2020
Balance at beginning of period 1,186.5  1,206.9
Additions  -  -
Impairment  (101.8) (b)
 (24.0)
(a)

Translation adjustments (1.1) 3.6

BALANCE AT END OF PERIOD 1,083.6 1,186.5
(a) Impairment of goodwill in 2020 recognized in respect of GeoConsulting (CGU of GGR).
(b) Impairment of goodwill in 2021 recognized in respect of Multi-Client (CGU of GGR).

Impairment tests The information disclosed in this note corresponds to the

estimated discounted cash flows at the balance sheet date and
The Group management performs at least one annual impairment capital employed as at December 31, 2021.
test on the goodwill, intangible assets and indefinite-life assets
The recoverable amount corresponds to the value in use of the
allocated to the cash-generating units (CGU) to assess whether
assets, cash-generating units or group of cash-generating units,
an impairment loss needs to be recognized.
defined as the estimated discounted cash flows. A cash-
These tests are performed at each balance sheet date and generating unit refers to a homogeneous group of assets
whenever there is any indication of potential loss of value. generating cash inflows that are largely independent of the cash
inflows from other groups of assets.

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2020-2021 CGG consolidated financial statements

Following the exit from Acquisition business and completion of leading capabilities in high-performance cloud computing, digital
the divestures of the GeoSoftware and the Physical Asset Storage and geoscience technologies, sophisticated algorithms, earth data
and Services businesses, the Group's continuing operations are library and sensor solutions to grow a portfolio of new
divided into three cash-generating units (CGU): Geoscience CGU businesses, aligned with current global market trends. These
(including CGUs Imaging and GeoConsulting pursuant the various Beyond the Core (BTC) new businesses, rooted in the core
divestures), Multi-Client CGU and Equipment CGU. Beyond the capabilities, are integral part of the three CGUs.
core, the Group leveraged on its existing assets and its long-time

The following table provides the breakdown of goodwill per segment:

In millions of US$ December 31, 2021 December 31, 2020

Multi-Client CGU 182.2  284.0
Geoscience CGU 724.0  724.0
GGR 906.2  1,008.0
Equipment 177.4  178.5
TOTAL 1,083.6  1,186.5

Key assumptions used in the determination the development of BTC activities in the 2021 impairment test.
The net asset value (NAV) of each CGU is computed using pre-tax
of the recoverable amount WACC, with tax expenses being included in our cash flow
In determining the recoverable amount of assets through value in projections. The pre-tax WACC is then calculated iteratively, i.e.
use, the Group management makes estimates, judgments and applying the discount rate leading to the same NAV with tax
assumptions on uncertain matters. expenses excluded from cash flows projections.

Our financial projections are based on internal estimates in

matters of expected operating conditions, market dynamics, In 2021
commercial penetration of new technologies and change in
While it remains difficult to predict the energy outlook, we believe,
competitive landscape, as well as external sources of information,
in line with recent sector analyses, that oil companies will
such as the yearly budgets of oil and gas companies, various
significantly increase their spending in the coming years, after two
analyses and reports on E&P spending, forecasted activities for
years of underinvestment. In this context, oil and gas companies
the group and outlook for the sector provided by sell side analysts
will remain focused on increasing production from existing
of brokerage firms and investment banks.
reservoirs and on near field exploration. Thanks to our high-end
The main factors influencing our activities are the level of E&P and differentiated technologies, we believe that we are
spending and its evolution, which itself depends on various other fundamentally well positioned to increase the effectiveness of
factors such as oil price and its volatility, but also the importance their development projects, while meeting their ESG objectives.
of fossil fuels within the energy mix and the transition trajectory
Beyond the core, we leveraged on our assets and long-time
to a low carbon world. Over the period 2022-2024, we factored a
leading capabilities to grow a portfolio of new businesses, aligned
double digit growth in our activities, consistent with the forecasts
with current global market trends, to accompany our traditional
of sector analysts.
and new client base in their energy transition challenges. These
The value in use is determined as follows: Beyond the Core new businesses, which have represented
● budgeted cash-flow for 2022 (Year 1) and forecasted
approximately 5% of total revenues in 2021, are expected to
perspectives for 2023-2024 (Year 2 and 3); the three years contribute significantly to the growth of the Group in the coming
forming the explicit period; years and to represent half of its activity in the long term.
● use of normative cash flows beyond Year 3, the discounted The financial projections are based on such growth paths.
normative cash flows weighting more than 80% of the value in
For further information, please refer to notes 2 and 19.
use;
● long-term growth rate of 2.0% for all the CGUs; the expected GGR
fading in the O&G activities in the long term being
compensated by the strong dynamics of BTC new businesses, After a soft first half of the year, the rebound materialized in the
especially in the energy transition; second half of the year for our GGR segment.
● differentiated discount rates we consider reflecting the Our Geoscience activity gradually recovered in 2021, quarter after
weighted average cost of capital (WACC) of the segment quarter, proving its resilience. It is expected to further increase
concerned, factoring in the risk associated with the with clients focusing on asset development and optimization and
development of BTC new businesses: near-field exploration. Our unique expertise in high-end imaging
● 9.650% for the Equipment CGU (compared to 9.625% in
and reservoir characterization will allow to address the fast
2020) corresponding to a pre-tax rate of 11.8%, expanding markets in Digital Sciences and Energy Transition.
Compared to our forecasts at December 31, 2020, the future cash
● 9.525% for Geoscience and Multi-Client CGUs part of the
flows of our Geoscience CGU were revised upwards, supported by
GGR segment (compared to 9.375% in 2020) corresponding the BTC dynamics.
to a pre-tax rate of around 11.4%.
At December 31, 2021, the capital employed of the Geoscience
The WACC is calculated using the standard capital asset pricing CGU amounted to US$914 million at December 31, 2021 and
model methodology (CAPM). We requested an independent firm to included US$724 million in goodwill.
run this computation, factoring the uncertainty around the pace of

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2020-2021 CGG consolidated financial statements 6
No impairment of goodwill was recognized for our anticipate the acceleration of the development of BTC activities
Geoscience CGU at December 31, 2021. such as structural health monitoring, earthworks monitoring and
underwater acoustic solutions, by taking advantage of our unique
The Multi-Client business suffered a lot from severe cuts and portfolio of industry leading sensor technology. Compared to our
delays in spending in 2020 and 2021. After two years of lower forecasts at December 31, 2020, the future cash flows of our
than expected sales, we believe that we have reached the bottom Equipment CGU were revsied upwards, strengthened by the BTC
and see the market dynamics more positively oriented with the dynamics.
resumption of licensing rounds in our key sedimentary basins.
With our best-in-class library in producing and mature basins, we At December 31, 2021, the capital employed of our Equipment
anticipate our Multi-Client business to capture the market CGU amounted to US$537 million including US$177  million of
recovery, further bolstered by assets’ turnover expected to be goodwill.
active with the emergence of private equity backed players.
No impairment of goodwill was recognized for our Equipment
Leveraging on our high-end data library, we see CCUS and data CGU at December 31, 2021.
platform solutions as additional growth levers positively
complementing our offering in domains where our clients are
expanding rapidly. To meet these expectations, from 2022 In 2020
onwards, we will further intensify our investments not only in core
At December  31, 2020, the capital employed at the Multi-Client
domains but also to best support the longer-term energy
cash-generating unit amounted to US$629  million, including
transition goals of our clients. Compared to our forecasts at
US$284 million in goodwill.
December 31, 2020 and based on 2020 and 2021 lower than
expected multi-client sales, we revised downwards the near-term At December  31, 2020, the capital employed at the Geoscience
future cash flows of our Multi-Client CGU, which triggered cash-generating units amounted to US$895  million, including
impairment loss of our Multi-Client goodwill for US$102 million. US$724 million in goodwill.
At December 31, 2021, the capital employed of the Multi-Client At December  31, 2020, the capital employed at the Equipment
CGU amounted to US$534 million and included US$182 million in cash-generating unit amounted to US$599  million, including
goodwill, net of the aforementioned impairment loss. US$178 million in goodwill.
US$102 million impairment loss of goodwill was recognized US$24 million impairment loss of goodwill was recognized in 6
for our Multi-Client CGU at December 31, 2021. 2020 regarding GeoConsulting CGU.

Equipment
Sensitivity to changes in assumptions
We estimate that the worldwide demand for geophysical
equipment increased by over 20% in 2021 compared with a 30% A change in certain assumptions, in particular the discount rate
decrease in 2020.  The equipment market is highly competitive and the normative cash flows, could significantly impact the
and is characterized by continuous and rapid technological change measurement of the value in use of our CGU and, hence, the
to achieve high-resolution imaging. Thanks to our best in class impairment test outcomes. The cyclical business profile of our
products and technologies, the revenues of our Equipment operations can have an impact on the value in use, albeit to a
segment are expected to increase fueled by its large installed lesser extent than the two previous factors. The structuring
base, its portfolio of new solutions and the development of BTC assumptions are the recovery in E&P spending as well as the
activities and diversification streams. growth of our BTC new businesses which are expected to
represent half of the Group's activity in the long term. The cash
More specifically, for land equipment, we see opportunities for the flows generated in 2023 and 2024 as well as in the normative
latest generations of products, both for cable and wireless. On year could vary based on timing and breadth of these
the marine equipment front, our new nodal seismic acquisition assumptions. The impacts on value in use coming from
solutions is expected to further breakthrough, while the demand reasonably possible changes in 2023 and 2024 as well as in
for streamers should progressively recover as current fleets are normative year are disclosed in the template below.
aging and their excess equipment inventories are shrinking. We

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2020-2021 CGG consolidated financial statements

Changes in these assumptions have the following impact on value in use:

Sensitivity Sensitivity Sensitivity Sensitivity to

Difference between of cash flows to long-term to long-term discount rate
the CGUs’ value in in 2023-2024 growth rates growth rates (after tax)
use and the
carrying value of Decrease Increase Decrease Increase
assets including Decrease Increase Decrease Increase of 0.50 of 0.50 of 0.50 of 0.50
In millionsof US$ Goodwill goodwill of 10% of 10% of 10% of 10% bps bps bps bps

Multi-Client CGU 182.2  -  4  (4)  (56)  56  (35)  40  48  (42)
Geoscience CGU 724.0 286  (13)  13  (102)  102  (64)  73  89  (78)
Equipment CGU 177.4 225  (5)  5  (70)  70  (43)  49  60  (52)
TOTAL  1,083.6

NOTE 12 OTHER CURRENT AND NON-CURRENT LIABILITIES

December 31
In millions of US$ 2021 2020 Restated *
Value added tax and other taxes payable 40.1 33.1
Deferred revenues 148.8 226.3
Fair value of financial instruments (see note 14) 1.2 -
Off-Market Component (a)
13.8 13.9
Other current liabilities 14.3 5.1
OTHER CURRENT LIABILITIES 218.2 278.4
(a) Operating debt in respect of Capacity Agreement
* In accordance with IFRS 5 “Non-current Assets Held for Sale and Discontinued Operations”, financial information was restated to present comparative
amounts for each period presented following the reclassification of our stake in a joint-venture to continuing operations. See notes 2 and 5.

December 31,
In millions of US$ 2021 2020
Research and development subsidies 0.5 0.2
Profit-sharing scheme 2.0 2.2
Off-Market Component (a)
30.1 42.0
Other non-current liabilities 0.2 -
OTHER NON-CURRENT LIABILITIES 32.8 44.4
(a) Operating debt in respect of Capacity Agreement

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2020-2021 CGG consolidated financial statements 6
NOTE 13 FINANCIAL DEBT

Gross financial debt as of December 31, 2021 was US$1,308.4 million compared to US$1,389.1 million as of December 31, 2020.
Please refer to note 2 for information on the impact on financial debt refinancing completed on April 1, 2021.
The breakdown of our gross debt is as follows:

December 31,
2021 2020
In millions of US$ Current Non-current Total Current Non-current Total
First lien senior secured notes due 2023 - - - - 643.6 643.6
Second lien senior secured notes due 2024
(including PIK interest) (a) - - - - 577.2 577.2
2027 Notes - 1,162.6 1,162.6 - - -
Bank loans and other loans - 2.5 2.5 - 0.6 0.6
Lease liabilities 69.8 53.0 122.8 46.2 108.9 155.1
Sub-total 69.8 1,218.1 1,287.9 46.2 1,330.3 1,376.5
Accrued interests 20.5 - 20.5 12.4 - 12.4
Financial debt 90.3 1,218.1 1,308.4 58.6 1,330.3 1,388.9
6
Bank overdrafts - - - 0.2 - 0.2
TOTAL 90.3 1,218.1 1,308.4 58.8 1,330.3 1,389.1
(a) PIK: payment-in-kind, capitalized interest included.

Changes in liabilities arising from financing activities

During the 2021 financial year, CGG issued (i) 8.75% Secured 2027 During the 2020 financial year, CGG organized the early
Bonds for a nominal amount of US$500 million and 7.75% repayment of all of its remaining creditors in respect of the
Secured 2027 Bonds for a nominal amount of 585 million euros Safeguard Plan as approved by the Paris Commercial Court on
and (ii) use the net proceeds of these bonds to dispose of the December 1, 2017, with the result that it recognized the
Existing Bonds. See note 2. reimbursement of debt in the amount of US$5.2 million for the
period on the effective date of payment.

December 31,
In millions of US$ 2021 2020
Balance at beginning of period 1,389.1 1,326.0
Decrease in long term debts (1,227.5) (5.2)
Increase in long-term debts 1,188.2 -
Lease repayments (57.3) (55.5)
Financial interests paid (89.8) (80.2)
Total Cash flows (186.4) (140.9)
Cost of financial debt, net 120.5 134.1
Call premium 13.8 -
Increase in lease liabilities 25.7 28.5
Translation adjustments (50.8) 46.0
Other (3.5) (4.6)
BALANCE AT END OF PERIOD 1,308.4 1,389.1

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2020-2021 CGG consolidated financial statements

Financial debt by financing sources

Nominal
amount
12.31.2021 Net balance
Issuing (in millions of 12.31.2021 Interest
date Maturity currency) (in US$m) rates
2027 Notes tranche USD 2021 2027 US$500.0 500.0 8.75%
2027 Notes tranche EUR 2021 2027 €585.0 662.6 7.75%
Sub-total 2027 Notes 1,162.6
Other loans – – – 2.5 -
Sub-total bank loans and other loans 2.5
Sub-total lease liabilities 122.8
TOTAL FINANCIAL DEBT, EXCLUDING ACCRUED
INTERESTS AND BANK OVERDRAFTS 1,287.9

Financial debt by currency

December 31
In millions of US$ 2021 2020
USD 562.9 824.7
EUR 704.2 519.2
GBP 8.3 10.9
AUD 3.2 4.6
CAD 4.3 6.3
NOK 1.6 2.4
SGD 1.7 2.5
RUB 0.2 0.3
Other 1.5 5.6
TOTAL FINANCIAL DEBT, EXCLUDING ACCRUED INTERESTS AND BANK OVERDRAFTS 1,287.9 1,376.5

Financial debt by interest rate

December 31
In millions of US$ 2021 2020
Variable rates (average effective rate December 31, 2021: nil, 2020: 12.86%) - 577.2
Fixed rates (average effective rate at December 31, 2021: 7.94%, 2020: 7.67%) 1,287.9 799.3
TOTAL FINANCIAL DEBT, EXCLUDING ACCRUED INTERESTS AND BANK OVERDRAFTS 1,287.9 1,376.5

Variable interest rates are generally based on inter-bank offered rates of the related currency.

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2020-2021 CGG consolidated financial statements 6
High Yield Bonds (US$500 million of 8.75% Senior The 2027 Notes and the revolving credit facility share the same
Notes and €585 million of 7.75% Senior Notes, security package encompassing notably the US multi-client
Library, the shares of the main Sercel entities (Sercel SAS and
maturity 2027) Sercel Inc.), the shares of significant GGR operating entities, and
On April 1, 2021, CGG issued US$500 million in aggregate certain intercompany loans.
principal amount of 8.75% Senior Secured Notes due 2027 and
€585 million in aggregate principal amount of 7.75% Senior First lien secured notes due 2023
Secured Notes due 2027 (together, the “2027 Notes”).
The first lien secured notes due 2023 were redeemed in full at the
These notes are listed on the Euro MTF of the Luxembourg Stock time of the refinancing. Please refer to note 2.
Exchange and are guaranteed on a senior secured basis by certain
The first lien secured notes due 2023 represented at issuance on
subsidiaries of CGG SA. The fair value measurement of the 2027
April  24, 2018 a total principal amount of US$645 million (using
Notes is categorized within Level 1 of the fair value hierarchy.
an exchange rate of $1.2323 per €1.00) at a weighted average
The 2027 Notes do not include any financial “maintenance coupon of 8.40%.
covenant”. Nevertheless, they include limitations on incurrence of
additional indebtedness, pledges, asset sales, issuances and sales Second Lien secured notes due 2024
of equity instruments, investments in minority owned companies
The second lien secured notes due 2024 were redeemed in full at
and dividend payments.
the time of the refinancing. Please refer to note 2.
The 2027 Notes were issued at a price of 100% of their principal
The second lien secured notes represented due 2024 at issuance
amount.
on February 21, 2018, a total principal amount of US$453.4
The net proceeds from the issuance of the 2027 Notes were used, million (using an exchange rate of $1.2229 per €1.00).
together with cash on hand, to:
These notes bore a Libor-based floating rate of interest (with a
(i) settle the Tender Offer; floor of 1%) for the USD series and a Euribor-based floating rate of
(ii) satisfy and discharge on April 1, 2021 and subsequently interest (with a floor of 1%) for the EUR series + 4% in cash, and
redeem on May 1, 2021 in full the Existing First Lien Notes 8.5% of capitalized interest (known as “payment in kind” or “PIK
that were not repurchased in the Tender Offer; interest).
6
(iii) satisfy and discharge on April 1, 2021 and subsequently
redeem on April 14, 2021 in full the Existing Second Lien
Notes; and
(iv) pay all fees and expenses in connection with the foregoing.

US$ 100 million Revolving Credit Facility

Authorize Mobilized Available
(In millions of US$) Date Maturity d amount Used amount amount amount
Revolving Credit Facility 2021 2025 100.0 – – 100.0

On April 1, 2021 CGG entered into a US$100 million Super Senior The 2027 Notes and RCF share the same security package
Revolving Credit Facility Agreement with a 4.5 year maturity and encompassing notably the US multi-client Library, the shares of
secured by the same security package as the 2027 Notes. Interest the main Sercel entities (Sercle SAS and Sercel Inc.), the shares of
rate is calculated according to SOFR rate increased by a 5% significant GGR operating entities, and certain intercompany
margin, downward revisable depending Group rating and loans.
greenhouse gas emission reduction targets.
Pursuant to the RCF agreement, if the drawing exceeds 40% of Other loans
the facility, the Group is required to quarterly comply with a
maximum ratio of total “Consolidated Senior Secured Net In October 2021, BPI granted to the Equipment division an
Leverage” to “Consolidated EBITDA” of 3.50:1 for each rolling 12- innovation loan of €2 million at a preferential rate with a 7 year
months period. These terms are defined in the aforementioned maturity and quarterly repayment in tranches of 0.1 million euros
RCF agreement as follows: from March 2024 onward.
● “Consolidated Senior Secured Net Leverage” is defined as In October 2021, the BPI granted to the Equipment division an
Senior Secured Indebtedness less cash and cash equivalents. innovation loan of 2 million euros at a preferential rate with a 7
● “Consolidated EBITDA” is computed on Segment figures and is year maturity and quarterly repayment in tranches of 0.1 million
defined as net income before interest, tax, depreciation, euros from March 2024 onwards.
amortization and non-recurring items. In September 2020, CGG organized the early repayment of all of
The revolving credit facility include some limitations on additional its remaining creditors in respect of the Safeguard Plan as
indebtedness subscriptions, pledges arrangements, asset sale, approved by the Paris Commercial Court on December 1, 2017
issuance and sale of equity instruments, investment in minority (see note 2). As a consequence, the Group recorded a
owned companies and dividends payments. US$5.2  million cash outflow and a debt repayment of the same
amount during the period on the effective date of payments.

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2020-2021 CGG consolidated financial statements

NOTE 14 CURRENT AND NON-CURRENT FINANCIAL LIABILITIES

Because we operate internationally, we are exposed to general Foreign currency sensitivity analysis
risks linked to operating abroad. Our major market risk exposures
are changing interest rates and currency fluctuations. We do not Fluctuations in the exchange rate of other currencies, particularly
enter into or trade financial instruments including derivative the euro, against the US dollar, have had in the past and will have
financial instruments for speculative purposes. in the future a significant effect upon our results of operations. We
manage our balance sheet exposures (including debt exposure)
by maintaining, as far as possible, a balance between our
Foreign currency risk management monetary assets and liabilities in the same currency, and
readjusting for any variance through spot and forward currency
As a company that derives a substantial amount of its revenue sales or equity transactions. Although we attempt to minimize
from sales internationally, we are subject to risks relating to this risk, we cannot guarantee that exchange rate fluctuations will
fluctuations in currency exchange rates. The Group’s revenue and not have a materially adverse impact on our future operating
expenses are mostly denominated in US dollar and euro, as well results.
as to a lesser extent in currencies such as the Brazilian real, the
Chinese yuan, the Norwegian krone, the pound sterling, the As of December 31, 2021, we estimate our net annual recurring
Canadian dollar, the Australian dollar and the Malayzian ringgit. expenses in euros at the Group level to be approximately
€180 million and as a result, an unfavorable variation of US$0.10
in the average yearly exchange rate between the US  dollar and
the euro would reduce our net income (loss) and our shareholders’
equity by approximately US$18 million.

The following table shows our exchange rate exposure as at December 31, 2021:

As at December 31, 2021

Forward
Currency Net position contracts Net position
Assets Liabilities commitments before hedging applied after hedging
Converted in millions of US$ (a) (b) (c) (d) = (a) – (b) ± (c) (e) (f) = (d) + (e)
US$(a) 951.0 951.2 - (0.2) (6.5) (6.7)
EUR  (b)
65.0 56.1 - 8.9 - 8.9
US$ (c)
9.1 32.9 - (23.8) - (23.8)
BRL (d)
8.3 - - 8.3 - 8.3
(a) US$-denominated assets and liabilities in the entities whose functional currency is the euro.
(b) Euro-denominated assets and liabilities in the entities whose functional currency is the US dollar.
(c) US$-denominated assets and liabilities in the entities whose functional currency is the Brazilian real.
(d) BRL-denominated assets and liabilities in the entities whose functional currency is the US dollar.

“Gross financial debt” includes bank overdrafts, the short-term Forward exchange contracts
portion of financial liabilities and long-term financial liabilities.
“Net financial debt” is defined as gross financial debt less cash Forward exchange transactions are aimed at hedging future cash
and cash equivalents. Net financial debt is presented as additional flows against fluctuations in exchange rates involving sales
information because we understand that certain investors believe contracts awarded. These forward exchange contracts usually
that netting cash against debt provides a clearer picture of the have a maturity of less than one year.
financial liability exposure. However, other companies may We do not enter into foreign currency forward contracts for
present their net debt differently to us. Net financial debt is not a trading purposes.
measure of financial performance under IFRS and should not be
considered as an alternative to any other measures of As at December 31, 2021, the Group had currency forward
performance derived in accordance with IFRS. contracts for the  US dollar equivalent of US$70.6  million (of
which US$31.3 million were applied), of which US$21 million were
Our financial debt is partly denominated in euros and converted against the euros, €12.8  million were against the Chinese yuan,
in  US dollars at the closing exchange rate. As at €1.4 million were against the pound sterling, and US$33.4 million
December  31,  2021, the euro-denominated component of our were against the Brazilian real.
US$989 million in net financial debt came to €521 million, based
on the closing exchange rate of US$1.1326 per euro. A variation of
US$0.10 in the closing exchange rate between the US dollar and
the euro would impact our net debt by approximately
US$52 million.

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2020-2021 CGG consolidated financial statements 6
Effects of forward exchange contracts on the financial statements:

December 31,
In millions of US$ 2021 2020
Carrying value of forward exchange contracts (see notes 4 and 12) 1.2 1.1
Gains (losses) recognized in profit and loss (see note 21) 1.9 0.7
Gains (losses) recognized directly in equity (0.1) -

Interest rate risk management

Following the last refinancing exercise carried out in 2021, the markets and changes in the perception of our credit quality may
Group is achieving its objective of having only fixed-rate debt for increase our cost of refinancing and therefore adversely affect our
its financing, in order to avoid being subject to interest rate risk on ability to refinance our debt, which may affect our business,
variable rates. Changes in the monetary policy of the US federal liquidity, results of operations and financial conditions.
Banks and European Central Bank, developments in the financial

Interest rate sensitivity analysis

The following table shows our variable interest rate exposure by maturity as at December 31, 2021:

Financial Financial Net position before Off-balance Net position after

assets * liabilities * hedging sheet position hedging
(a) (b) (c) = (a) - (b) (d) (e) = (c) + (d)
6
12.31.2021 Fixed Variable Fixed Variable Fixed Variable Fixed Variable Variable
In millions of US$ rate rate rate rate rate rate rate rate Fixed rate rate
Overnight to 1 year 60.4 78.0 69.8 - (9.4) 78.0 - - (9.4) 78.0
1 to 2 years - - 41.9 - (41.9) - - - (41.9) -
3 to 5 years - - 6.0 - (6.0) - - - (6.0) -
More than 5 years - - 1,170.2 - (1,170.2) - - - (1,170.2) -
TOTAL 60.4 78.0 1,287.9 - (1,227.5) 78.0 - - (1,227.5) 78.0
* Excluding bank overdrafts and accrued interest.

Since the last refinancing exercise, CGG Group's sources of The loss of any of our significant customers or deterioration in our
financing have consisted of secured loans subject only to fixed relations with any of them could affect our business, results of
interest rates. Only financial assets are subject to variable operations and financial condition.
interest rates. As a result, the Group's financial expenses are
exposed to a very limited interest rate risk.
Liquidity risk management
Commercial and counterparty risk We rely primarily on our ability to generate cash from operations
and our access to external financing to fund our working capital
Our trade receivables and investments do not represent a needs.
significant concentration of credit risk due to the wide variety of
markets in which we sell our services and products. Nevertheless, Our cash generation depends on, among other factors, market
some of our clients are national oil companies, which can conditions, the credit quality of customers and other contractual
lengthen payment deadlines and expose us to political risks. counterparties, the countries of cash collection and any transfer
Finally, in relation with our international operations, we work with restrictions that may be in place, as well as the strength of our
a wide network of banks and are therefore subject to counterparty bank partnerships.
risks. Our ability to repay or refinance our indebtedness and fund our
Specific procedures have been implemented to manage client working capital needs and planned capital expenditures depends,
payments and reduce risk. The Group’s two largest clients among other things, on our future operating results, which will be
respectively contributed 6.1% and 6.0% of consolidated revenues partly the result of economic, financial, competitive and other
in 2021. In 2020, they respectively contributed 8.7% and 6.8%. factors beyond our control.

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6 2021 FINANCIAL STATEMENTS
2020-2021 CGG consolidated financial statements

In this context, the following measures have been put in place to ● we manage long term cash needs by planning refinancing long
manage our liquidity risk: before maturity, maintaining regular discussions with banks
● we have implemented extended cash pooling arrangements in
and regularly communicating with investors regarding our
order to circulate cash inside the group and supply funds where strategy;
needed; ● our Trade Compliance Officer and treasury functions are
● we seek to anticipate liquidity position (with daily reporting on
regularly informed about countries where cash could be
cash in, weekly reporting on free cash flow, regular reporting to trapped or difficult to move within the group. We also check our
Finance Committee, and to the Audit and Risk Management counterparty risk for sales and our bank partners' quality
Committee and, on a long-term basis, assessments of our (rating);
budget and business plan; ● we aim to maintain access to guarantee lines by seeking good
● we manage short term cash needs by targeting reserves of
relations with bank partners.
available liquidity, and, as appropriate, reducing capital
expenditures and costs, selling assets, and, if required,
adjusting the group profile and footprint;

Financial instruments by categories in the statement of financial position

The impact and breakdown of the Group’s financial instruments in the statement of financial position as at December 31, 2021 are as
follows:

As at December 31, 2021

Fair value Debt
Fair value Carrying Fair in income Loans, atamortized
In millions of US$ hierarchy (a) amount value statement receivables cost Derivatives
Non-consolidated investments Level 3 0.9 0.9 0.9 - - -
Non-current financial assets Level 3 16.9 16.9 - 16.9 - -
Trade receivables Level 3 350.7 350.7 - 350.7 - -
Current financial assets Level 3 1.7 1.7 1.7 - - -
TOTAL ASSETS 370.2 370.2 2.6 367.6 - -
2027 Notes Level 1 1,162.6 1,162.6 - - 1,162.6
Trade and other payables Level 3 76.4 76.4 - 76.4 -
Current and non-current financial liabilities Level 2 56.6 56.6 - - 56.6
TOTAL LIABILITIES 1,295.6 1,295.6 - 76.4 1,219.2
(a) Level 1 – Listed (unadjusted) market prices in active markets for identical assets or liabilities. Level 2 – Valuation techniques for which the lowest level input that
is significant to the fair value measurement is directly or indirectly observable. Level 3 – Valuation techniques for which the lowest level input that is significant to
the fair value measurement is unobservable.

As in 2020, there was no change in the fair value hierarchy in ● the first lien senior secured notes due 2027 denominated in
2021. euros were traded at a discounted price of 99.13% of their
nominal value.
Due to their short maturities, the fair value of cash, cash
equivalents, bank overdrafts, trade receivables and trade
payables is deemed equivalent to carrying value.
As at December 31, 2021:
● the first lien senior secured notes due 2027 denominated
in  US dollars were traded at a discounted price of 98.75% of
their nominal value;

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2020-2021 CGG consolidated financial statements 6
Other current and non-current financial liabilities
At December 31
2021 2020
Other current financial liabilities: Idle Vessel Compensation 19.2 18.3
Other current financial liabilities: Eidesvik Put Option - 16.1
Other non-current financial liabilities: Idle Vessel Compensation 37.4 53.2
TOTAL 56.6 87.6

Idle Vessel Compensation As of December 31, 2021, the total amount of the financial liability
for Idle Vessel Compensation amounts to (56.6) million US
The Idle Vessel Compensation is a financial obligation linked to dollars with a current portion of (19.2) million US dollars and a
the Capacity Agreement, the contract for marine seismic data non-current at (37.4) million US dollars.
acquisition services between CGG and Shearwater until January
2025. The agreement provides compensation in the event of
inactivity more than one of the premium 3D vessels in the
Eidesvik Put Option
Shearwater fleet, for a maximum of three vessels. Compensation Eidesvik had a put option granting it the right to sell all of its
for inactive vessels representing the present value of the related Shearwater shares to CGG at a strike price of US$30 million. See
estimated disbursments, based on assumptions of use of the notes 2 and 7.
Shearwater fleet over the commitment period. Inactivity
Pursuant the exercise of its put option by Eidesvik on January 11,
compensation is a debt at amortized cost.
2021 and the sale agreement entered into with
The assumptions for the utilization of the Shearwater fleet over Rasmussengruppen on January 12, 2021, CGG sold Shearwater
the remaining term were revised and resulted in an increase of the shares for US$13.9 million (see note 2).
Idle Vessel Compensation of (3.6) million US dollars in 2021
based on a slightly deferral of the return of capacity, after an
6
increase of (10.0) million US dollars in 2020 due to the drop in the
price of oil price and reductions in E&P spending. See note 5

NOTE 15 SHARE CAPITAL AND STOCK OPTION PLANS

At December 31, 2021, CGG SA's share capital consisted of Share capital and warrants in 2020
711,663,925 ordinary shares with a nominal value of €0.01 each.
At December 31, 2020, CGG SA's share capital consisted of Common stock operations during the 2020 fiscal year involved the
711,392,383 ordinary shares with a nominal value of €0.01 each. exercise of warrants for 12,272  shares and stock options for
1,423,753 shares.
Rights and privileges attaching
to ordinary shares Stock options
Ordinary shares give right to dividend. Ordinary registered shares Pursuant to various resolutions adopted by the Board of Directors,
held for more than two years qualify for double voting rights. the Group has granted options to purchase ordinary shares to
certain employees, executive officers and directors.
Dividends may be distributed from the CGG SA's statutory
retained earnings, subject to the requirements of French law and The details of the beneficiaries and performance conditions for the
the Company’s articles of incorporation. plans prior to 2018 are not disclosed below, as the related
expense recorded in the consolidation statement is not material.
Retained earnings available for distribution amounted to €506.0 Details regarding adjustments to the number of options are not
million (US$573.1 million) at December 31, 2021. We did not pay presented for these aforementioned plans.
any dividend during the years ended December 31, 2021 and 2020.

Share capital and warrants in 2021

Common stock operations during the 2021 fiscal year involved
the exercise of warrants for 6,162  shares and stock options for
265,380 shares.

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6 2021 FINANCIAL STATEMENTS
2020-2021 CGG consolidated financial statements

On June 27, 2018, the Board of Directors allocated: ● 851,330  options to the members of the Executive Committee.
● 732,558  options to the Chief Executive Officer. These have an
These have an exercise price of €1.52 and vest in two batches,
exercise price of €2.15 and vest in four batches, in June 2019 in June 2021 (for 50% of the options allocated) and June 2022
(for 25% of the options allocated), June  2020 (for 25% of the (for 50% of the options allocated). Vesting of these options is
options allocated), June 2021 (for 25% of the options allocated) subject to performance conditions related to CGG's share price.
and June  2022 (for 25% of the options allocated). Vesting of The options have a term of eight years;
these options is subject to performance conditions related to ● 1,062,190  options to certain Group employees. Their exercise
CGG share price. The options have a term of eight years; price is €1.52 and vest in two batches, in June 2021 (for 50% of
● 1,141,088 options to the Executive Leadership members. These
the options allocated) and June  2022 (for 50% of the options
have an exercise price of €2.15 and vest in four batches, in allocated). The options have a term of eight years.
June  2019 (for 25% of the options allocated), June  2020 (for The exercise price of each option is the average market value of
25% of the options allocated), June  2021 (for 25% of the the share during the twenty-day period ending the day before the
options allocated) and June  2022 (for 25% of the options date the option is allocated.
allocated). Vesting of these options is subject to performance
conditions related to CGG share price. The options have a term On June 25, 2020, the Board of Directors allocated:
of eight years; ● 360,000  options to the Chief Executive Officer. These have an
● 4,670,743  options to certain employees. These have an exercise price of €1.10 and vest in one batch, in June 2023,
exercise price of €2.15 and vest in four batches, in June 2019 subject to a performance condition relating to CGG's share
(for 25% of the options allocated), June  2020 (for 25% of the price. The options have a term of eight years;
options allocated), June 2021 (for 25% of the options allocated) ● 940,000  options to members of the Executive Leadership
and June 2022 (for 25% of the options allocated). The options members. These have an exercise price of €1.10 and vest in
have a term of eight years. one batch, in June 2023, subject to a performance condition
The exercise price of each option is the average market value of relating to CGG's share price. The options have a term of eight
the share during the twenty-day period ending the day before the years;
date the option is allocated. ● 968,512  options to certain Group employees. These have an
exercise price of €1.10 and vest in two batches, in June  2022
On December 11, 2018, the Board of Directors allocated: (for 50% of the options allocated) and June  2023 (for 50% of
● 671,171  options to the members of the Executive Committee. the options allocated). The options have a term of eight years.
These have an exercise price of €1.39 and vest in four batches,
in June 2019 (for 25% of the options allocated), June 2020 (for On June 24, 2021, the Board of Directors allocated:
25% of the options allocated), June  2021 (for 25% of the ● 330,000  options to the Chief Executive Officer. These have an
options allocated) and June  2022 (for 25% of the options exercise price of €0.91 and vest in one batch, in June 2024,
allocated). Vesting of these options is subject to performance subject to a performance condition relating to CGG's share
conditions related to CGG's share price. The options have a price. The options have a term of eight years;
term of seven years and seven months. ● 710,000  options to members of the Executive Leadership

On June  27, 2019 and November  5, 2019, the Board of Directors members. These have an exercise price of €0.91 and vest in
allocated: one batch, in June 2024, subject to a performance condition
relating to CGG's share price. The options have a term of eight
● 360,000  options to the Chief Executive Officer. These have an
years;
exercise price of €1.52 and vest in one batch in June  2022.
● 870,920  options to certain Group employees. These have an
Vesting of these options is subject to performance conditions
related to CGG's share price. The options have a term of eight exercise price of €0.91 and vest in two batches, in June  2023
years; (for 50% of the options allocated) and June  2024 (for 50% of
the options allocated). The options have a term of eight years.

216
 2021 FINANCIAL STATEMENTS
2020-2021 CGG consolidated financial statements 6
Information related to options outstanding at December 31, 2021 is summarized below:

Date of Board of Options granted Options Exercise price

Directors’ Options after capital outstanding at per share Expiration Remaining
Resolution granted operations (a) Dec. 31, 2020 (b) (c) (in €)(b) (c) date duration
June 26, 2014 June 26, 2022 5.8 to
to June 23, 2016 10,084,581 858,451 386,071 107.66-8.52 to June 23, 2024 29.8 months
June 28, 2018 6,544,389 6,544,389 5,033,443 2.15 June 28, 2026 53.9 months
December 11, 2018 671,171 671,171 570,494 1.39 June 28, 2026 53.9 months
June 27, 2019
& November 5, 2019 2,273,520 2,273,520 1,735,440 1.52 June 27, 2027 65.9 months
January 6, 2020 80,000 80,000 40,000 2.72 June 27, 2027 65.9 months
June 25, 2020 2,268,512 2,268,512 2,234,032 1.10 June 25, 2028 77.9 months
June 24, 2021 1,910,920 1,910,920 1,905,220 0.91 June 24, 2029 89.9 months
TOTAL 23,833,093 14,606,963 11,904,700
(a) Options granted adjusted following 2016 and 2018 capital increases and 2016 reverse split.
(b) Following the reverse split in July 2016, the stock options were adjusted as follows:
(c) Following the capital increase in February 2018, the stock option plans were adjusted as follows:

Adjustment of Exercise pricebefore Adjusted exercise

number of options at adjustment per price per share
Date of stock option plans 20 July, 2016 share (in €) (in €) 6
June 23, 2016 208,089 0.68 21.76

Adjustment of Exercise pricebefore Adjusted exercise

number of options at adjustment per price per share
Date of stock option plans February 21, 2018 share (in €) (in €)

June 23, 2016 471,856 21.76 8.52

A summary of the Company’s stock option activity, and related information for the years ended December 31, 2021 follows:

2021 2020
Weighted Weighted
Number of average Number of average
Weighted average exercise price in € options exercise price options exercise price
Options outstanding at beginning of year 10,919,030 4.27 9,171,472 5.99
Granted 1,910,920 0.91 2,348,512 1.16
Adjustments following the reverse split - - - -
Adjustments following the capital increase - - - -
Exercised - - - -
Forfeited (925,250) 16.09 (600,954) 18.37
Option outstanding at year-end 11,904,700 2.81 10,919,030 4.27
Exercisable at year-end 5,337,214 4.65 3,409,535 10.10

The average price of the CGG share was €0.82 in 2021 and €1.02 in 2020.

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6 2021 FINANCIAL STATEMENTS
2020-2021 CGG consolidated financial statements

Performance units Board of Directors deems the performance conditions set forth
in the plan regulation to have been fulfilled. The vesting period
Allocation plan dated June 27, 2018 for the second batch of these performance shares is due to end
on the latest of the following two dates: June  27, 2022 or the
On June  27, 2018, the Board of Directors allocated 157,500 date of the Annual Shareholders’ Meeting convened to approve
performance shares to the Chief Executive Officer, 242,841 the financial statements for fiscal year 2021, provided that the
performance shares to the members of the Executive Committee, Board of Directors deems the performance conditions to have
and 2,708,180 performance shares to certain Group employees. been fulfilled.
The performance shares vest in two batches, in June  2020 (for ● 1,269,060  performance shares to certain Group employees.
50% of the shares allocated) and June  2021 (for 50% of the The performance shares vest in two batches, in June 2021 (for
shares allocated). The vesting period for the first batch of these 50% of the shares allocated) and June  2022 (for 50% of the
performance shares is due to end on the latest of the following shares allocated). The vesting period for the first batch of these
two dates: June 27, 2020 or the date of the Annual Shareholders’ performance shares is due to end on the latest of the following
Meeting convened to approve the financial statements for fiscal two dates: June  27, 2021 or the date of the Annual
year 2019, and provided that the Board of Directors deems the Shareholders’ Meeting convened to approve the financial
performance conditions to have been fulfilled. The vesting period statements for fiscal year 2020, provided that the Board of
for the second batch of these performance shares is due to end on Directors deems the performance conditions set forth in the
the latest of the following two dates: June 27, 2021 or the date of plan regulation to have been fulfilled. The vesting period for the
the Annual Shareholders’ Meeting convened to approve the second batch of these performance shares is due to end on the
financial statements for fiscal year 2020, provided that the Board latest of the following two dates: June 27, 2022 or the date of
of Directors deems the performance conditions to have been the Annual Shareholders’ Meeting convened to approve the
fulfilled. financial statements for fiscal year 2021, provided that the
Board of Directors deems the performance conditions to have
Allocation plan dated December 11, 2018 been fulfilled.
On December  11, 2018, the Board of Directors allocated 132,821
performance shares to the members of the Executive Committee. Allocation plan dated June 25, 2020
On June 25, 2020, the Board of Directors allocated:
The performance shares vest in two batches, in June  2020 (for
50% of the shares allocated) and June  2021 (for 50% of the ● 220,000  performance shares to the Chief Executive Officer.

shares allocated). The vesting period for the first batch of these The performance shares vest in one batch, in June  2023. The
performance shares is due to end on the latest of the following vesting period for the batch of these performance shares is due
two dates: June 27, 2020 or the date of the Annual Shareholders’ to end on the latest of the following two dates: June 25, 2023
Meeting convened to approve the financial statements for fiscal or the date of the Annual Shareholders’ Meeting convened to
year 2019, provided that the Board of Directors deems the approve the financial statements for fiscal year 2022, and
performance conditions set forth in the plan regulation to have provided that the Board of Directors deems the performance
been fulfilled. The vesting period for the second batch of these conditions to have been fulfilled;
performance shares is due to end on the latest of the following ● 530,000  performance shares to the Chief Executive Officer.
two dates: June 27, 2021 or the date of the Annual Shareholders’ The performance shares vest in one batch, in June  2023. The
Meeting convened to approve the financial statements for fiscal vesting period for the batch of these performance shares is due
year 2020, provided that the Board of Directors deems the to end on the latest of the following two dates: June 25, 2023
performance conditions to have been fulfilled. or the date of the Annual Shareholders’ Meeting convened to
approve the financial statements for fiscal year 2022, and
Allocation plan dated June 27, 2019 provided that the Board of Directors deems the performance
On June 27, 2019, the Board of Directors allocated : conditions to have been fulfilled;
● 1,203,148  performance shares to certain Group employees.
● 220,000  performance shares to the Chief Executive Officer.
The performance shares vest in one batch, in June  2022. The The performance shares vest in two batches, in June 2022 (for
vesting period for the batch of these performance shares is due 50% of the shares allocated) and June  2023 (for 50% of the
to end on the latest of the following two dates: June 27, 2022 shares allocated). The vesting period for the first batch of these
or the date of the Annual Shareholders’ Meeting convened to performance shares is due to end on the latest of the following
approve the financial statements for fiscal year 2021, and two dates: June  25, 2022 or the date of the Annual
provided that the Board of Directors deems the performance Shareholders’ Meeting convened to approve the financial
conditions to have been fulfilled. statements for fiscal year 2021, provided that the Board of
Directors deems the performance conditions set forth in the
● 518,660 performance shares to the members of the Executive
plan regulation to have been fulfilled. The vesting period for the
Committee. The performance shares vest in two batches, in second batch of these performance shares is due to end on the
June 2021 (for 50% of the shares allocated) and June 2022 (for latest of the following two dates: June 25, 2023 or the date of
50% of the shares allocated). The vesting period for the first the Annual Shareholders’ Meeting convened to approve the
batch of these performance shares is due to end on the latest financial statements for fiscal year 2022, provided that the
of the following two dates: June  27, 2021 or the date of the Board of Directors deems the performance conditions to have
Annual Shareholders’ Meeting convened to approve the been fulfilled.
financial statements for fiscal year 2020, provided that the

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2020-2021 CGG consolidated financial statements 6
Allocation plan dated June 24, 2021 Shareholders’ Meeting convened to approve the financial
statements for fiscal year 2023, provided that the Board of
On June 24, 2021, the Board of Directors allocated: Directors deems the performance conditions set forth in the the
● 280,000  performance shares to the Chief Executive Officer. plan regulation to have been fulfilled. The vesting period for
The performance shares vest in one batch, in June  2024. The the second batch of these performance shares is due to end on
vesting period for the batch of these performance shares is due the latest of the following two dates: June 24, 2024 or the date
to end on the latest of the following two dates: June 24, 2024 of the Annual Shareholders’ Meeting convened to approve the
or the date of the Annual Shareholders’ Meeting convened to financial statements for fiscal year 2023, provided that the
approve the financial statements for fiscal year 2023, and Board of Directors deems the performance conditions to have
provided that the Board of Directors deems the performance been fulfilled.
conditions to have been fulfilled;
The following table lists the assumptions used to value the 2018,
● 740,000 performance shares to the Chief Executive Officer and
2019,2020 and 2021  options plans and the 2018, 2019,2020 and
1,407,905  performance shares to certain Group employees. 2021 performance unit allocation plans in accordance with IFRS 2,
The performance shares vest in two batches, in June 2023 (for and the resulting fair values. The other previous plans have a
50% of the shares allocated) and June  2024 (for 50% of the non-significant impact on IFRS 2 expense. The Group uses the
shares allocated). The vesting period for the first batch of these Black &  Scholes model to value the options granted. Dividend
performance shares is due to end on the latest of the following yield used is nil for all plans.
two dates: June  24, 2024 or the date of the Annual

Fair value
Exercise per share at
price Estimated the grant
Options Risk-free per share maturity date Total cost
granted Volatility (a) rate (in €) (in years) (in €) (in millions of €)

June 2018 stock options plan 6,544,389 56% 0% 2.15 2.5 0.63 4.1

December 2018 stock options plan 671,171 56% 0% 1.39 2.5 0.57 0.4
6
June 2019 stock options plan 2,273,520 57% 0% 1.52 2.5 0.50 1.1
June 2020 stock options plan 2,268,512 65% (0.6)% 1.10 2.5 0.34 0.8
June 2021 stock options plan 1,910,920 63% (0.6)% 0.91 2.5 0.25 0.5
(a) Corresponds to restated historical average volatility and implied volatility.

Free shares Fair value per

granted subject Performance share at the
to performance Conditions grant date Dividend
conditions fulfilled (a) (in €) (b) yield
June 2018 performance units plan 3,108,521 50% 2.15 0
December 2018 performance units plan 132,821 50% 1.39 0
June 2019 performance units plan 2,007,720 15% 1.52 0
June 2020 performance units plan 1,953,148 100% 1.10 0
June 2021 performance units plan 2,427,905 100% 0.91 0
(a) Estimated.
(b) Corresponds to CGG share price on grant date.

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2020-2021 CGG consolidated financial statements

Under IFRS 2, the fair value of the stock options granted since November 7, 2002 must be recognized as an expense over the life of the
plan. The expenses break down as follows:

In respect of executive managers

Expense under IFRS 2 of the Group
In millions of US$ 2021 2020 2021 2020
2018 stock options plan 0.5 0.7 0.2 0.3
2019 stock options plan 0.4 0.5 0.2 0.2
2020 stock options plan 0.4 0.2 0.2 0.1
2021 stock options plan 0.1 - 0.1 -
2018 performance units plans – paid in shares (2.0) 0.9 (0.3) 0.1
2019 performance units plans – paid in shares (2.0) 1.7 (0.7) 0.6
2020 performance units plans – paid in shares 1.0 0.5 0.4 0.2
2021 performance units plans – paid in shares 0.5 - 0.2 -
TOTAL EXPENSE FOR EQUITY-SETTLED
TRANSACTIONS (1.1) 4.5 0.3 1.5

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NOTE 16 PROVISIONS

December 31, 2021

Balance at Balance
beginning Addi- Deductions Deduction at end Short Long
In millions of US$ of year tions (used) s (unused) Other (a) of period term term
Provisions for redundancy plan 4.2 0.5 (1.1) (1.4) (0.1) 2.1 2.1 –
Provision for other restructuring
costs 1.9 – (1.1) (0.3) – 0.5 0.5 –
Provisions for onerous contracts 0.9 – – (0.3) (0.2) 0.4 – 0.4
Total CGG 2021 plan 7.0 0.5 (2.2) (2.0) (0.3) 3.0 2.6 0.4
Provisions for redundancy plan (b)
32.5 2.9 (24.8) (7.7) (0.4) 2.5 2.5 –
Provisions for pensions  (c)
36.0 1.9 (4.4) (3.4) (12.6) 17.5 – 17.5
Provisions for customer
guarantees 2.7 3.3 (2.9) – (0.3) 2.8 – 2.8
Other provisions for restructuring
costs 1.6 – (0.1) (1.1) (0.1) 0.3 0.3 –
Provisions for cash-settled share-
based payment arrangements (d) 1.6 – – (1.2) – 0.4 – 0.4
6
Other provisions for onerous
contracts 0.8 – (0.3) – – 0.5 0.3 0.2
Other provisions (other taxes
and miscellaneous risks) 22.3 3.0 (2.1) (0.5) (0.9) 21.8 12.5 9.3
Total other provisions 97.5 11.1 (34.6) (13.9) (14.3) 45.8 15.6 30.2
TOTAL PROVISIONS 104.5 11.6 (36.8) (15.9) (14.6) 48.8 18.2 30.6
(a) Includes translation adjustments, change in consolidation scope (see note 2), reclassification and actuarial gains (losses).
(b) The unused deduction of US$7.7 million corresponds mainly to the revised assumptions of the redundancy costs of the employment protection scheme launched
in 2020.
(c) The variance in provisions for pensions mainly concerns the UK including a payment to reduce the deficit and the remeasurement related to the changes in
actuarial assumptions.
(d) Relating to social security costs.

Provision for restructuring costs Provisions for retirement benefit obligations

In 2021, the Group used US$(25.9)  million of provision for The Group’s main obligations in respect of pensions and related
redundancy costs and US$(1.2) million for other restructuring employee benefits are in France and the UK. The UK scheme was
costs. closed to new entrants on December 1, 1999 and closed to future
accruals in 2016.
In 2020, the Group used US$(31.1)  million of provision for
redundancy costs and US$(4.0)  million for other restructuring A supplemental pension plan was implemented in
costs. December  2004 for the members of the Group’s Management
Committee and members of the Management Board of Sercel
Holding. This plan was definitively terminated on December 31,
Provision for onerous contracts 2020 and all of benefits were paid in respect of this pension
(current and non-current) scheme.
In 2021, the relative variation in provisions for onerous contracts is Contributions amounting to US$(0.8) million and US$(8.9) million
chiefly due to the refurbishment of unused facilities. were paid in France in 2021 and 2002, respectively.
In 2020, the relative variation in provisions for onerous contracts The application of the IFRIC interpretation on certain defined
is chiefly due to the end of our obligations in respect of Bourbon benefit plans in France has been recognized in the statement of
and the refurbishment of unused facilities. operations. See note 1.3.

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The Group records provisions for retirement benefits based on the ● taxes on pension plans and supplemental pension plans.
following actuarial assumptions:
As of December  31, 2021, the net liability for these plans
● staff turnover and mortality factors;
amounted to US$17.5 million.
● a retirement age of between 62 and 66 years old in France;

● actuarial rate and average rate of increase in future

compensation;

On the basis of the actuarial assumptions referred to above, details of the retirement benefit obligations, provisions recognized in the
balance sheet, and the retirement benefit expenses recognized in 2021 are provided below :
December 31,
In millions of US$ 2021 2020
AMOUNTS RECOGNIZED IN THE STATEMENT OF FINANCIAL POSITION
Present value of the obligation (a) 132.1 140.9
Fair value of plan assets (114.6) (104.9)
Deficit (surplus) of funded plans 17.5 36.0
Net liability (asset) recognized in the statement of financial position 17.5 36.0
AMOUNTS RECOGNIZED IN THE INCOME STATEMENT
Service cost 1.5 1.5
Interest expense (income) for the financial year 0.2 0.5
Effects of curtailments/settlements (0.1) (4.1)
Payroll tax (3.3) -
Net expense (income) for the period (1.7) (2.1)
MOVEMENTS IN THE NET LIABILITY RECOGNIZED IN THE STATEMENT
OF FINANCIAL POSITION
Net Liability at January 1st 36.0 40.0
Expense as above (1.7) (2.1)
Actuarial gains (losses) recognized in other comprehensive income (b)
(11.0) 7.8
Contributions paid (3.6) (3.4)
Benefits paid by the Company (0.8) (8.9)
Consolidation scope entries, reclassifications and translation adjustments (1.4) 2.6
Other - -
Net Liability at December 31 17.5 36.0
CHANGE IN DEFINED BENEFIT OBLIGATION
Defined benefit obligation at January 1st 141.0 135.5
Payroll tax adjustment - -
Current service cost 1.5 1.5
Contributions paid - -
Interest Cost 1.6 2.3
Past service cost (3.3) -
Benefits paid from plan (0.1) (12.9)
Actuarial gains (losses) recognized in the other comprehensive income (2.6) 12.7
Effects of curtailments/settlements (2.9) (4.1)
Consolidation scope entries, reclassifications and translation adjustments (3.1) 6.0
Other - -
Obligation in respect of benefits accrued at December 31 132.1 141.0

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2020-2021 CGG consolidated financial statements 6
December 31,
In millions of US$ 2021 2020
CHANGE IN PLAN ASSETS (c)

Fair value of plan assets at January 1st 104.9 95.5

Interest income for the financial year 1.4 1.8
Contributions paid 3.6 10.5
Benefits paid from plan (1.8) (11.1)
Actuarial gains (losses) recognized in the other comprehensive income 8.2 4.9
Effects of curtailments/settlements - -
Consolidation scope entries, reclassifications and translation adjustments (1.7) 3.3
Other - -
Obligation in respect of benefits accrued at December 31 114.6 104.9
KEY ASSUMPTIONS USED IN ESTIMATING THE GROUP’S RETIREMENT OBLIGATIONS ARE:
Discount rate (d) 1.00% 0.50%
Average rate of increase in future compensation (e)
2.00% 2.00%
(a) In 2021, these commitments amount to US$132.1  million of which US$17.7 million for defined-benefit plans not covered by plan assets (US$22.3  million in
2020). The average duration of the defined-benefit pension plans was 19.0 years at December 31, 2021 (18.9 years at December 31, 2020).
(b) Other comprehensive income.
6
Cumulative actuarial losses recognized in other comprehensive income amounted to US$13.6 million at December 31, 2021.
Changes in the defined benefit obligation and fair value of plan assets are, as follows:

December 31,
In millions of US$ 2021 2020
Actuarial gains (losses) recognized in the other comprehensive income
Experience adjustment 1.5 0.7
Actuarial changes arising from changes in demographic assumptions (1.8) 0.7
Actuarial changes arising from changes in financial assumptions (2.6) 11.3
Return on plan assets (excluding amounts included in net interest expense) (8.1) (4.9)
Sub-total included in the other comprehensive income (11.0) 7.8

(c) Plan assets

The major categories of plan assets as a percentage of the fair value of total plan assets are as follows:

December 31
2021 2020
Equity securitiesrom 42% 42%
Debt securities 21% 21%
Real estate 7% 7%
Other 30% 30%

(d) Discount rate

The discount rate applied by the Group for entities operating in the The discount rate used for the United Kingdom is 1.75% in 2021
euro zone is 1.00% in 2021 (0.5% in 2020). The discount rate is (1.40% in 2020).
determined by reference to the yield on private investment grade
bonds (AA) isued in euro.

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An increase of 25 basis point in the discount rate would decrease (e) Increase in future compensation
the defined-benefit plan obligation by US$5.7 million, and a
decrease of the discount rate of 25 basis point would increase that An increase of 25 basis point in the average rate of growth in
obligation by US$6.1 million. future compensation would increase the defined-benefit
obligation by US$0.5 million, and a 25 basis point decrease would
A variation of 25 basis point in the discount rate would have no reduce that obligation by US$0.5 million.
material impact, less than US$0.3 million, on service cost or on
interest expense (income). A variation of 25 basis point in the average rate of growth in future
compensation would have no material impact, less than US$0.1
million, on service cost or on interest expense (income).

NOTE 17 CONTRACTUAL OBLIGATIONS, COMMITMENTS AND CONTINGENCIES

Status of contractual obligations

December 31
In millions of US$ 2021 2020
Long-term debt obligations 1,691.3 1,636.6
Lease obligations 135.2 139.9
TOTAL CONTRACTUAL OBLIGATIONS 1,826.5 1,776.5

The following table presents payments in future periods relating to contractual obligations as at December 31, 2021:

Payments due by period

Less than
In millions of US$ 1 year 2-3 years 4-5 years After 5 years Total
Financial debt - 0.5 0.9 1,163.9 1,165.3
Other long-term obligations (cash interests) 96.9 193.8 191.5 43.8 526.0
Total long-term debt obligations 96.9 194.3 192.4 1,207.7 1,691.3
Lease obligations 75.1 46.2 7.3 6.6 135.2
TOTAL CONTRACTUAL OBLIGATIONS (a) (b)
172.0 240.5 199.7 1,214.3 1,826.5
(a) Payments in other currencies are converted into US dollar at December 31, 2021 exchange rates.
(b) These amounts are principal amounts and do not include any accrued interests

Capacity Agreement and Idle Vessel Step-In Agreements

Compensation Following of our strategic partnership with Shearwater in Marine
CGG and Shearwater signed a Capacity Agreement on Data Acquisition and our exit from of seismic vessel operations,
January 8, 2020, a marine data acquisition service contract, under Shearwater CharterCo AS has entered into five-year bareboat
the terms of which CGG is committed to using Shearwater's charter agreements with the GSS subsidiaries, guaranteed by
vessel capacity in its Multi-Client business over a five-year period, Shearwater, for the five high-end vessels equipped with streamers.
at an average of 730 days per year. As part of the Step-In Agreement, CGG has agreed to substitute
itself for Shearwater CharterCo AS as charterer of GSS
The Capacity Agreement provides compensation of Shearwater subsidiaries’ five high-end seismic vessels (equipped with
for days when more than one of its high-end seismic vessels are streamers) in the event of a payment default under the charter
idle, up to a maximum of three vessels. party between the GSS subsidiaries and Shearwater CharterCo AS.
The maximum Idle Vessel Compensation amount for a full year In accordance with the Payment Instruction Agreement, the
came to US$(21.9) million. At December 31, 2021, the residual payments of the payables in relation with the Capacity Agreement
commitment in respect of Idle Vessel Compensation through to and due by Shearwater CharterCo AS to the subsidiaries of GSS,
the end of the five-year period was US$(66.2) million. under the Shearwater bareboat charters, are made directly by CGG.

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Were the Step-in Agreements to be triggered: should be terminated and replaced by the obligations under the
● CGG would be entitled to terminate the Capacity Agreement;
Step-In Agreements, representing a lower amount of commitment
compared to the Capacity Agreement.
● CGG would become the charterer of the five high-end seismic
vessels equipped with streamers under bareboat charter
agreements; Legal proceedings, claims and other
● CGG would be entitled, through pledge in its favor, to acquire contingencies
all the share capital of GSS, knowing that GSS and its
subsidiaries’ principal assets would be the vessels and The Company and/or its subsidiaries can be involved in disputes
streamers and its principal liabilities would be the external and proceedings arising in the normal course of their business. To
debt associated with the vessels. the best of the Company’s knowledge, there are no pending or
impending administrative, judicial or arbitration procedures that
The Step-In Agreements will not impact the statement of financial are likely to have, or have had over the last twelve‑month period,
position unless a trigger, as described above, occurs. In such any significant impact on the Group’s financial position or
circumstances, the obligations under the Capacity Agreement profitability.

Guarantees
December 31,
In millions of US$ 2021 2020
OPERATIONS
Guarantees issued in favor of clients (guarantees issued by the Company to mainly support bids
made at the subsidiaries level) 168.5 209.0
Other guarantees and commitments issued (guarantees issued by the Company on behalf
of subsidiaries and affiliated companies in favor of customs or other governmental
administrations) 30.9 5.3
6

FINANCING ACTIVITIES
Guarantees issued in favor of banks (mainly to support credit facilities) - 11.7
TOTAL 199.4 226.0

The maturity dates of the net guarantees and commitments are as follows:

Maturity
Less than After
In millions of US$ 1 year 2-3 years 4-5 years 5 years Total
OPERATIONS
Guarantees issued in favor of clients 56.5 71.9 39.9 0.2 168.5
Other guarantees and commitments issued 29.6 1.2 - 0.1 30.9
TOTAL 86.1 73.1 39.9 0.3 199.4

Other
The Group has no off-balance sheet obligations under IFRS that are not described above.

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NOTE 18 OPERATING REVENUES

Disaggregation of operating revenues

The following table disaggregates our operating revenues by major sources for the period ended December 31, 2021:

December 31, 2021 December 31, 2020

In millions of US$ GGR Equipment Consolidated Total GGR Equipment Consolidated Total
Multi-Client prefunding 271.0 - 271.0 143.7 - 143.7
Multi-Client after sales 126.0 - 126.0 126.8 - 126.8
Total Multi-Client 397.0 - 397.0 270.5 - 270.5
Geoscience 309.5 - 309.5 328.3 - 328.3
Equipment - 356.5 356.5 - 290.7 290.7
Inter-segment revenues (a) - (0.8) (0.8) - (3.5) (3.5)
TOTAL OPERATING
REVENUES 706.5 355.7 1,062.2 598.8 287.2 886.0
(a) Related to the Contractual Data Acquisition segment which is classified as discontinued operations.

Analysis by geographical area – Analysis of operating revenues by customer location

In millions of US$ 2021 2020
North America 170.1 16.0% 152.7 17.2%
Central and South Americas 232.3 21.9% 141.4 16.0%
Europe, Africa and Middle East 392.7 37.0% 409.9 46.3%
Asia Pacific 267.1 25.1% 182.0 20.5%
TOTAL OPERATING REVENUES 1,062.2 100% 886.0 100%

Analysis of operating revenues by category

In millions of US$ 2021 2020
Services rendered and royalties 600.0 56.4% 483.0 54.5%
Sales of goods 332.3 31.3% 268.9 30.4%
After sales on Multi-Client surveys 126.0 11.9% 126.8 14.3%
Leases 3.9 0.4% 7.3 0.8%
TOTAL OPERATING REVENUES 1,062.2 100% 886.0 100%

In 2021, the Group’s two most significant customers accounted for 6.1% and 6.0% of the Group's consolidated revenues, compared with
8.7% and 6.8% in 2020.

Contracts balances
The contracts balances are presented below:

In millions of US$ Balance at December 31, 2021 Balance at December 31, 2020
Receivables 305.1 263.7
Unbilled revenue 45.6 61.3
Total contract assets 45.6 61.3
Advance billing (14.5) (6.5)
Deferred revenues (148.8) (226.5)
Total contract liabilities (163.2) (233.0)

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2020-2021 CGG consolidated financial statements 6
The level of deferred revenues is a direct consequence of the Backlog – Transaction price allocated
impact of IFRS  15 as the Multi-Client prefunding revenue not
recognized before delivery of the final data increase the deferred to remaining performance obligations
revenues balance (and decrease the unbilled revenues to a lesser The aggregate amount of the transaction price allocated to the
extent). performance obligations that are unsatisfied or partially
The revenues generated for the period ended December 31, 2021 unsatisfied (i.e. the contractual backlog) as at December 31, 2021
from contract liability balances as at January 1, 2021 amount to amounts to US$472.3 million for continuing operations. Out of this
US$235.6 million. amount, the Group expects to recognize US$314.6 million in 2022
and US$157.7 million in 2023 and beyond for continuing
The revenues generated for the period ended December 31, 2021 operations. These amounts include Multi-Client prefunding
from performance obligations satisfied (or partially satisfied) prior revenues recognized upon delivery. As of December 31, 2020, the
to January 1, 2021 amount to US$50.1 million. aggregate amount of the transaction price allocated to the
The revenues generated during the period ended performance obligations that were unsatisfied or partially
December  31,  2020 from contract liability balances as at unsatisfied amounts to US$685.9  million for continuing
January 1, 2020 amounted to US$169.5 million. operations.

The revenues generated during the period ended

December  31,  2020 from performance obligations satisfied (or Assets recognized in respect of the costs
partially satisfied) prior to January  1, 2020 amounted to to obtain or fulfill a contract
US$54.4 million.
The Group has no cost falling into the definition of a cost to obtain
or fulfill a contract.

NOTE 19 ANALYSIS BY OPERATING SEGMENT

6

Group organization Beyond the core, we leveraged on our technologies and expertise
to address the fast growing markets of Digital Sciences and
Segment presentation and discontinued operations Energy Transition.
The financial information by segment is reported in accordance In Digital Sciences, we focused on our long-standing leadership in
with our internal reporting system and provides internal segment digital technology, especially as applied to geoscience, to develop
information that is used by the chief operating decision maker to an integrated expert solution including the hardware platform,
manage and measure performance. middleware and software services that are required to cost
effectively support advanced cloud-based High-Performance
In November 2018, we announced the new strategy for our Group Computing (HPC) workflows and data transformation services. In
that included the transition to an asset-light model by reducing this platform, we notably propose data, algorithm and software as
CGG’s exposure to the Contractual Data Acquisition business. As a service (DaaS/SaaS) on our CGG cloud.
a result of these strategic announcements and actions
undertaken since then, our Contractual Data Acquisition segment In the Energy Transition, we propose services and technologies
and part of our Non-Operated Resources segment have been dedicated to Carbon Capture Utilization and Storage (CCUS),
presented as discontinued operations in our income statement Geothermal, Environmental Sciences and Minerals and Mining.
and as assets held for sale in our balance sheet in accordance CCUS, which represents a substantial submarket, is one of the key
with IFRS  5. The costs of implementation of our Strategic Plan enablers to reduce carbon footprint. Many energy companies are
described above, referred to as the “CGG 2021 Plan”, are reported planning CCUS significant projects and increasingly incorporate
in discontinued operations in the related Contractual Data such technologies in their development. Low carbon energy, such
Acquisition business lines. as hydrogen, will also require long term storage and monitoring.
To be successful, these new businesses require a detailed
Our GGR and Equipment segments are reported in continuing understanding of the subsurface, domain where CGG excels,
operations. through its advanced geoscience and digital science technologies
and its global earth data library.
GGR
This operating segment comprises the Geoscience business lines Equipment
(processing and imaging of geophysical data, reservoir This operating segment comprises our manufacturing and sales
characterization, geophysical consulting and software services, activities for geophysical equipment used for data seismic
geological data library and data management solutions) and the acquisition, both on land and marine. Additionally, its unique
Multi-client Data business line (development and management of portfolio of industry leading sensor technology allows to bring the
a seismic and geological data library that we undertake and benefits of its advanced sensor technology to the fast growing
license to a number of clients on a non-exclusive basis). Both Monitoring and Observation market, from structural health
activities regularly combine their offerings, generating overall monitoring (SHM) to monitoring solutions for energy transition
synergies between their respective activities. (CCUS notably) and environment. The Equipment segment carries
out its activities through our subsidiary Sercel.

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2020-2021 CGG consolidated financial statements

Internal reporting and segment presentation expense capitalized to Multi-Client, and cost of share-based
compensation. Share-based compensation includes both stock
Before the implementation of IFRS  15, the Group applied the options and shares issued under our share allocation plans.
percentage of completion method for recognizing multi-client EBITDAs is presented as additional information because we
prefunding revenues. Following the implementation of IFRS  15, understand that it is a measure used by certain investors to
the Group recognizes multi-client prefunding revenues only upon determine our operating cash flow and historical ability to meet
delivery of final processed data. debt service and capital expenditure requirements.
Although IFRS fairly presents the Group’s statement of financial Inter-segment transactions are made at arm’s length prices. They
position, for internal reporting purposes CGG's management related primarily to geophysical equipment sales made by the
continues to apply the pre-IFRS 15 revenue recognition principles, Equipment segment to the Contractual Data Acquisition business
with multi-client prefunding revenues recorded based on lines. These inter-segment revenues and the related earnings are
percentage of completion. CGG's management believes this eliminated in consolidation in the tables that follow under the
method aligns revenues closely with the activities and resources column “Eliminations and other”.
used to generate it and provides useful information as to the
progress made on multi-client surveys, while also allowing for Operating Income and EBIT may include non-recurring or
useful comparison across time periods. restructuring items, which are disclosed in the reportable
segment if material. General corporate expenses, which include
CGG therefore presents the Group’s results of operations in two Group management, financing, and legal activities, have been
ways: included in the column “Eliminations and other” in the tables that
● the “Reported” or “IFRS” figures, prepared in accordance with follow. The Group does not disclose financial expenses or financial
IFRS, with multi-client prefunding revenues recognized upon revenues by segment because they are managed at the Group
delivery of the final data; and level.
● the “Segment” figures, for purposes of internal management
Identifiable assets are those used in the operations of each
reporting, prepared in accordance with the Group’s previous segment. Unallocated and corporate assets consist of
method for recognizing multi-client prefunding revenues. “Investments and other financial assets, net” and “Cash and cash
Other companies may present segment and related measures equivalents” of our consolidated statement of financial position.
differently than we do. Segment figures are not a measure of The group does not track its assets based on country of origin.
financial performance under IFRS and should not be considered as Capital employed is defined as "total assets" excluding “Cash and
indicators of our operating performance or an alternative to other cash equivalents” less (i)  “Current liabilities” excluding “Bank
measures of performance in accordance with IFRS. overdrafts” and “Current portion of financial debt” and (ii)  non-
current liabilities excluding “Financial debt”.
Alternative performance measures
As a complement to Operating Income, EBIT may be used by
Seasonality
management as a performance measure for segments because it We have historically experienced higher levels of activity during
captures the contribution to our results of the significant the fourth quarter, since our clients seek to fully spend their
businesses that are managed through our joint ventures. We annual budget before year-end. Equipment deliveries and
define EBIT as Operating Income plus our share of income in Multi‑Client after-sales during the month of December usually
companies accounted for under the equity method. reflect this pattern.
We define EBITDAs as earnings before interest, tax, income from
equity affiliates, depreciation, amortization net of amortization

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Analysis by segment (continuing operations)
The tables below provide a reconciliation of the Group’s Segment figures to the Group’s IFRS figures:

2021
Consolidated
In millions of US$, except for assets and capital Eliminations Segment IFRS 15 Total / IFRS
employed in billions of US$ GGR Equipment and other (b) figures adjustments figures
Revenues from unaffiliated customers 585.7 355.7 - 941.4 120.8 1,062.2
Inter-segment revenues 0.8 (0.8) - - -
Operating revenues 585.7 356.5 (0.8) 941.4 120.8 1,062.2
Depreciation and amortization
(excluding Multi-Client surveys) (187.2) (35.5) (3.0) (225.7) - (225.7)
Impairment and amortization
of Multi-Client surveys (186.2) - - (186.2) (95.3) (281.5)
Operating income (a)
(20.6) 5.2 (33.3) (48.7) 25.5 (23.2)
EBITDAs 334.4 40.4 (30.7) 344.1 120.8 464.9
Share of income from companies accounted
for under the equity method 0.1 - - 0.1 - 0.1
Earnings Before Interest and Tax (20.5) 5.2 (33.3) (48.6) 25.5 (23.1)
Capital expenditures (excluding Multi-Client 6
surveys) (c) 30.5 27.7 0.4 58.6 - 58.6
Investments in Multi-Client surveys, net of cash 168.3 - - 168.3 - 168.3
Capital employed (d)
1.5 0.6 (0.1) 2.0 - 2.0
TOTAL IDENTIFIABLE ASSETS 1.9 0.6 0.1 2.6 - 2.6
(a) Includes US$(101.8)  million impairment loss on Multi-Client goodwill and US$(31.6)  million for the impairment of other tangible and intangible assets at
December 31, 2021.
(b) For the year ended December 31, 2021, “Eliminations and other” included US$(22.9) million of general corporate expenses.
(c) Capital expenditures included capitalized development costs of US$(29.6) million for the year ended December 31, 2021. “Eliminations and other” corresponds to
the change in payables to fixed asset suppliers for the year ended December 31, 2021.
(d) Capital employed related to discontinued operations are included under the column “Eliminations and other”.

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2020
Restated*
Consolidated
In millions of US$, except for assets Eliminations Segment IFRS 15 Total / IFRS
and capital employed in billions of US$ GGR Equipment and other (c) figures adjustments figures
Revenues from unaffiliated customers 668.0 287.2 - 955.2 (69.2) 886.0
Inter-segment revenues (a)
- 3.5 (3.5) - - -
Operating revenues 668.0 290.7 (3.5) 955.2 (69.2) 886.0
Depreciation and amortization
(excluding Multi-Client surveys) (161.7) (31.2) (0.6) (193.5) - (193.5)
Impairment and amortization
of Multi-Client surveys (345.6) - - (345.6) 60.8 (284.8)
Operating income (b)
(129.6) (10.6) (24.7) (164.9) (8.4) (173.3)
EBITDAs 361.2 20.9 (22.0) 360.1 (69.2) 290.9
Share of income from companies accounted
for under the equity method 0.1 - (31.9) (31.8) _ (31.8)
Earnings Before Interest and Tax (b) (129.5) (10.6) (56.6) (196.7) (8.4) (205.1)
Capital expenditures (excluding Multi-Client
surveys) (d) 39.0 23.1 2.0 64.1 - 64.1
Investments in Multi-Client surveys, net cash 239.0 - - 239.0 - 239.0
Capital employed (e)
1.6 0.6 - 2.2 - 2.2
TOTAL IDENTIFIABLE ASSETS  (e)
2.1 0.7 0.2 3.0 - 3.0
* In accordance with IFRS 5 “Non-current Assets Held for Sale and Discontinued Operations”, financial information was restated to present comparative amounts
for each period presented following the reclassification of our stake in a joint-venture to continuing operations. See notes 2 and 5.
(a) Sale of equipment at the Contractual Data Acquisition segment which is classified as discontinued operations.
(b) Includes US$(99.6) million impairment loss on Multi-Client surveys and US$(75.5) million for the impairment of other tangible and intangible assets at December
31, 2020.
(c) For the year ended December 31, 2020, “Eliminations and other” included US$(24.1) million of general corporate expenses.
(d) Capital expenditures included capitalized development costs of US$(41.0) million for the year ended December 31, 2020. “Eliminations and other” corresponds to
the change in payables to fixed asset suppliers for the year ended December 31, 2020.
(e) Capital employed and identifiable assets related to discontinued operations are included under the column “Eliminations and other”.

NOTE 20 RESEARCH AND DEVELOPMENT COSTS

Research and development expenses break down as follows:

December 31,
In millions of US$ 2021 2020
Research and development costs (64.7) (78.1)
Development costs capitalized 29.6 41.0
Research and development expensed (35.1) (37.1)
Government grants recognized in income 18.1 18.5
RESEARCH AND DEVELOPMENT COSTS – NET (17.0) (18.6)

Research and development expenditures related primarily to:

● for the GGR segment, projects concerning Geoscience services; and

● for the Equipment segment, projects concerning seismic data recording equipment and improvement of existing systems.

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NOTE 21 OTHER REVENUES AND EXPENSES

December 31,
In millions of US$ 2021 2020
Impairment of assets (131.8) (171.1)
Restructuring costs (27.5) (14.8)
Change in restructuring reserves 31.5 (26.8)
Other restructuring expenses - -
Impairment and restructuring expenses – net (127.8) (212.7)
Other revenues (expense) 0.5 (2.0)
Exchange gains (losses) on hedging contracts 1.9 0.7
Gains (losses) on sales of assets 2.2 (0.5)
OTHER REVENUES (EXPENSES) – NET  (a)
(123.2) (214.5)
(a) Other revenues (expenses) – net excluding income (loss) on discontinued operations as explained in note 5.

Year ended December 31, 2021 Year ended December 31, 2020
In 2021, the other revenues (expenses) - net amounted to In 2020, we recognized other expenses for US$(214.5)  million 6
US$(123.2) million. It mainly encompasses: comprising:
● a US$(101.8) million goodwill impairment loss related to the ● a US$(98.0) million non-recurring impairment loss on the
goodwill affected to our multi-client CGU (see note 11); Multi-Client data library   (out of US$(99.6) million total
● a US$(21.2) million non-recurring impairment loss on the Multi-
impairment loss on the Multi-Client data library recognized in
Client data library. This non-recurring loss is related to the 2020). This non-recurring loss is related to the downward
downward revision of expected sales of surveys due to the revision of expected sales of surveys in frontier exploration
unfavorable development of the political context for areas, due to political instability (Africa) and government
exploration in the United Kingdom (see note 10); decisions to limit exploration (Ireland) in the context of
significant cuts in E&P spending (see note 10);
● a US$1.8 million and US$(1.4) million of net proceeds
● a US$(24.0) million goodwill impairment loss related to the
respectively for the sale of GeoSoftware and Smart Data
Solutions (see notes 2 and 5) goodwill affected to our GeoConsulting CGU (see note 11);
● a US$(36.9) million impairment loss on the fair value
● a US$(10.5) million impairment loss on buildings right-of-use
and related assets; remeasurement of our GeoSoftware business recorded in
Assets held for sale (see note 5);
● a US$1.7 million gain on a sale of a building;
● a US$(41.6) million expense in respect of measures in the
● a US$4.0 million cost on restructuring cost;
context of significant cuts in E&P spending;
● a US$1.9 million gain on hedging instruments.
● a US$(6.6) million impairment loss on customer relationships
and trade name related to the GeoConsulting business; and
● a US$(4.1) million impairment loss on buildings right-of-use.

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NOTE 22 COST OF FINANCIAL DEBT

December 31,
In millions of US$ 2021 2020
Current interest expenses related to financial debt (113.1) (126.4)
Interest expense on lease liabilities (8.4) (9.9)
Income from cash and cash equivalents 1.0 2.2
COST OF FINANCIAL DEBT, NET (120.5) (134.1)

NOTE 23 OTHER FINANCIAL INCOME (LOSS)

December 31
In millions of US$ 2021 2020
Exchange gains (losses), net (4.6) 7.8
Other financial income (loss), net (37.8) (47.2)
OTHER FINANCIAL INCOME (LOSS) (42.4) (39.4)

At December 31, 2021, the Other Financial Income (Loss) consist At December 31, 2020, the Other Financial Income (Loss) consist
of a US$(42.4) million charge, including: of a US$(39.4) million charge, including:
● a US$(25.9) million charge related to refinancing transaction ● a US$(47.2) million charge for remeasurement to fair value of
costs (see note 2); other financial assets and liabilities; and
● a US$(13.8) million charge related to the prepayment premium ● a US$7.8 million foreign exchange gain.
of the existing senior notes (see note 2);
These remeasurements to fair value concern the Eidesvik Put
● a US$1.3 million dollar of interest income related to an R&D
Option, for US$(11.5) million, and the Shearwater Shares, for
tax credit claim in the US; and US$(35.7) million (see note 2, 7 and 14).
● a US$(4.6) million foreign exchange loss.

NOTE 24 INCOME TAXES

Income tax benefit (expense)

CGG SA and its subsidiaries compute income taxes in accordance with the applicable tax legislations in numerous countries where the
Group operates. The tax regimes and income tax rates legislated by these taxing authorities vary substantially.

December 31,
2020
In millions of US$ 2021 Restated*
FRANCE
Current income tax expense (8.2) (12.3)
Adjustments on income tax recognized in the period for prior periods 0.2 2.5
Deferred taxes on temporary differences for the period 6.0 (24.0)
Deferred taxes recognized in the period for prior periods 6.4 4.5
TOTAL INCOME TAX BENEFIT (EXPENSE) 4.4 (29.3)
* In accordance with IFRS 5 “Non-current Assets Held for Sale and Discontinued Operations”, financial information was restated to present comparative amounts
for each period presented following the reclassification of our stake in a joint-venture to continuing operations. See notes 2 and 5.

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Income tax reconciliation
The reconciliation between income tax benefit (expense) in the income statement and the theoretical tax benefit (expense) is detailed
below:

2020
In millions of US$ 2021 Restated*
Consolidated net income (loss) from continuing operations (181.6) (407.9)
Income taxes 4.4 (29.3)
Income (loss) from continuing operations before taxes (186.0) (378.6)
Net income (loss) from companies accounted for under the equity method 0.1 (31.8)
Theoretical tax basis (186.1) (346.8)
Enacted tax rate in France 28.41% 32.02%
Theoretical tax 52.9 111.0
TAX DIFFERENCES:
Differences in tax rates between France and foreign countries (b) (10.0) (15.5)
Adjustments on the tax expense recognized in the period for prior periods 0.2 2.5
Adjustments on the deferred tax expense recognized in the period for prior periods 6.4 1.8
Valuation allowance on deferred tax assets previously recognized on losses on foreign entities (7.3) 2.7
Other permanent differences (including withholding taxes) (30.5) (22.0) 6
Deferred tax unrecognized on losses of the period (a)
(14.7) (128.4)
Deferred tax unrecognized on losses of prior periods 7.4 18.6
INCOME TAXES 4.4 (29.3)
* In accordance with IFRS 5 “Non-current Assets Held for Sale and Discontinued Operations”, financial information was restated to present comparative amounts
for each period presented following the reclassification of our stake in a joint-venture to continuing operations. See notes 2 and 5.
(a) Notably corresponds to the French and US tax groups deferred tax not recognized on losses carried forward of the period according to short and medium term
uncertainties and revised tax planning.
(b) Mainly corresponds to the difference in tax rates between France and the US.

Deferred tax assets and liabilities

December 31,
In millions of US$ 2021 2020
Total deferred tax assets 19.6 10.3
Total deferred tax liabilities (14.1) (16.3)
TOTAL DEFERRED TAXES, NET 5.5 (6.0)

The net variation in deferred tax is mainly due to the reassement of deferred tax assets in the UK for US$13.5 million.

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NET DEFERRED TAX ASSETS (LIABILITIES) BY NATURE

December 31,
In millions of US$ 2021 2020
Non-deductible provisions (including provisions for pensions and profit sharing) 11.4 10.5
Tangible assets 13.1 10.9
Effects of translation adjustments not recognized in income statement (4.1) 3.3
Multi-Client surveys (including deferred revenues) (46.9) (33.3)
Assets reassessed in purchase accounting of acquisitions (17.6) (27.4)
Development costs capitalized (14.9) (18.7)
Other deferred revenues 2.8 5.0
Research tax credits 20.6 20.3
Other 4.1 0.7
Total deferred tax assets net of deferred tax assets (liabilities) related to timing differences (31.5) (28.7)
Tax losses carried forward 37.0 22.7
TOTAL DEFERRED TAX ASSETS NET OF DEFERRED TAX (LIABILITIES) 5.5 (6.0)

DEFERRED TAX ASSETS (LIABILITIES) PER TAX GROUP AS AT DECEMBER 31, 2021

Foreign
In millions of US$ France countries Total (a)
Net deferred tax assets (liabilities) related to timing differences - (31.5) (31.5)
Deferred tax assets recognized on tax loss carried forward (b) - 37.0 37.0
TOTAL - 5.5 5.5
(a) The deferred taxes recognized in respect of tax losses carried forward are indefinitely recoverable.
(b) See note 1.5.6 to the consolidated financial statements on the recognition method used for deferred tax assets.

Net operating losses carried forward not recognized at December 31, 2021
Foreign
In millions of US$ France countries Total
Losses scheduled to expire in 2022 – – –
Losses scheduled to expire in 2023 and thereafter – 59.4 59.4
Losses available indefinitely 2,314.0 454.5 2,768.5
TOTAL 2,314.0 513.9 2,827.9

Tax audit and litigation in an anticipated cash refund of $15M, including tax refund of
$13M and interest of $2M, plus a deferred adjustment of $10M.
US As we have a reserve of $9M in the books already, we only need to
true up for another $827K (before valuation allowance). Appeals
The IRS has rejected part of the R&D credit claimed by CGG team sent their final report to JCT end of April. Joint Committee
Holding (US) Inc. A “30 days” letter was received on completed their review in August 2021. In October 2021, we
January 27, 2020 and CGG Holding (US) Inc. submitted our appeal received the refunds for years 2007 to 2011, in an amount of $8M,
on February 27, 2020. On March 23, 2020, the IRS rebuttal was comprised of $7M in principal and $1M in interest. The IRS
received, but CGG Holding (US) Inc. decided not to respond to it in informed us that the remaining $7M check would be mailed to us
writing. A R&D Appeal Officer and a Specialist have been on December  27. As of December  31, 2021, the check had not
appointed and an Appeals Conference has been scheduled on been received yet.
March 10, 2021. At the Appeals Conference in March 2021 the IRS
agreed to settle for an overall 77% of the R&D credit. This results

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Brazil Withholding tax and CIDE disputes
ISS disputes Following a 2012 audit on year 2009, CGG do Brasil Participacoes
Ltda was reassessed US$ 4.7 million of withholding tax on charter
The Municipality of Rio de Janeiro (hereafter "the Municipality") contracts. The reassessment was disputed. In August 2018, the
has assessed Veritas do Brasil Ltda services taxes (ISS) on MCDL decision from the Administrative Court on WHT reassessment
revenues for 2001 to 2008 - which has been duly disputed. In the was confirmed. In October 2018, CGG do Brasil Participacoes
meanwhile, in June 2004, Veritas do Brasil Ltda has launched a Ltda  filed a motion to clarify the decision. In November 2019, CGG
declaratory to recognize that there is no ISS on multi-client do Brasil Participacoes Ltda was notified of the unfavorable
licenses and requesting the refund for amounts unduly paid in the decision from the motion to clarify and has filed a special appeal.
past for an amount of US$3.1 million. On April 7, 2020, the TaxPayers Council denied ruling our special
Veritas do Brasil Ltda has obtained a final decision in its favor in appeal. On June 5, 2020 CGG do Brasil Participacoes Ltda filed an
the declaratory action in February 2014. Further to this decision, appeal from this decision. On June  30, 2020, the special appeal
the tax foreclosure covering 2001 to May 2003 has been officially was accepted for ruling. On December 14, 2021, counselors
terminated in March  2015 and the tax assessment cancelled in decided to take a step back and after a tie on the votes, they
January 2016. applied the Minerva vote (in theory extinguished in 2020) to decide
that they would not accept the special appeal for ruling based on
In February  2016, the Municipality filed a Rescission Action in the facts that the divergent rulings presented were related to
order to have the favorable decision from the declaratory action different services. Decision is pending publishing. After publishing,
cancelled based on two arguments: i) on the merit of the refund CGG do Brasil Participacoes Ltda will file a writ of mandamus to
and ii) on the refund approved. Veritas do Brasil Ltda filed the try reopening the administrative case based on the fact that the
response to the action in June 2016. In December 2016, the Public Minerva vote could not be applied and also based on the fact that
attorney’s office agreed that there are no grounds to re-discuss there is no need for services mentioned in the divergent rulings to
the merit of the case, but understood that the action should be be equal, but just similar.
ruled. In February 2017, CGG filed a petition to object the ruling.
After several actions from the Municipality of Rio a new judge has No provision is recognized as CGG do Brasil Participacoes Ltda
been appointed in April 2019. The case is still on-going. The Group considers the risk less likely than not to happen.
considers that there is no proper ground for this action, but it can In 2016, a new audit was conducted for fiscal year 2013. CGG do
jeopardize the refund from the declaratory action as it is possible Brasil Participacoes Ltda received tax reassessments on 6
that judge requests Veritas do present proof of taking ISS burden December  20, 2017 for amounts of US$10.4  million for
or presenting an authorization from clients to receive such withholding tax and US$6.9  million for CIDE. The company
amounts both of which Veritas do not have at this point. Because appealed in January 2018 against the reassessments. In August
of that, refund amounts are fully reserved (US$ 3.1 million). 2018, both WHT and CIDE on charter were ruled favorably to CGG
With regards to the paperwork from the refund related to the do Brasil Participacoes Ltda and the Brazilian Tax authorities
declaratory action, paperwork is being discussed for a long time. appealed against such decisions.
In May 2021, judge decides to request issuance of the refund In July 2019, the Taxpayers Council ruled the CIDE tax case
paperwork without the interest portion and requests that interest against CGG do Brasil Participacoes Ltda. and the company filed a
paperwork is issued only after ruling of the rescission action. In motion to clarify such decision. In November 2021, our motion to
June 2021, paperwork related to principal plus monetary clarify in the CIDE tax case was ruled in our favor, but it did not
correction (US$ 1.7M) was issued while the paperwork related to change the merit of the second instance decision. We are waiting
the interest portion (US$ 1.4M) has been postponed due to such publishing of such decision in order to file a special appeal.
decision. In June 2021 Veritas filed an appeal to have paperwork
from interest issued without waiting ruling on the rescission In October 2019, the Taxpayers Council ruled the withholding tax
action. Ruling of such appeal is still pending. case in favor of CGG do Brasil Participacoes Ltda. On March 31,
2020, the Federal Public Attorney filed a special appeal against
For the years 2003-2008 (taxes at stake: US$9.5 million, in 2014, the second instance decision based on the decision from the 2009
the Municipality Attorney’s Office objected to the dismissal case (see above). On April  22,  2020, the TaxPayers Council
request. In September 2015, Veritas do Brasil Ltda was requested accepted the special appeal for ruling. On June 17, 2020, CGG do
to present contracts and invoices related to the tax assessment, Brasil Participacoes Ltda has filed its counterarguments to the
which were presented in October 2015. On November 8, 2021, we special appeal. CGG do Brasil Participacoes Ltda is waiting for the
received notification that the assessment was fully cancelled final decision of the TaxPayers Council.
based on the decision from declaratory action.
No provision is recognized as CGG do Brasil Participacoes Ltda
REFIS payments 2009 considers the risk less likely than not to happen.
Veritas do Brasil Ltda participated in November 2009 in a Exclusion of ISS from PIS and COFINS basis
voluntary disclosure and settlement program, allowing
companies to settle old debts in exchange for total abatement of Following a Supreme Court decision with general application to
penalties and rebate of interest, provided they abandoned their exclude ICMS from PIS/COFINS basis because it is not a revenue
ongoing litigations. The Brazilian IRS issued a tax assessment and therefore is excluded from the scope of such taxes, CGG do
charging penalty on the non-recognition of the offset request that Brasil Participacoes Ltda decided to pursue the same discussion
paid the debts later included in Refis. On June 24, 2019 Veritas do regarding ISS included in the PIS/COFINS basis. CGG do Brasil
Brasil Ltda was notified of the first instance decision which was Participacoes Ltda requested to stop paying it for the future and
unfavorable to Veritas do Brasil Ltda . On July 24, 2019 Veritas do to get a refund of amounts unduly paid in the past 5 years for an
Brasil Ltda filed an appeal against the unfavorable decision. amount of US$1.7  million. A Writ of mandamus was filed on
Considering that Veritas do Brasil Ltda has all proper July  20, 2020. On July  23, 2020, injunction was granted to start
documentation, the risk (US$2  million) is considered remote and excluding ISS from PIS/COFINS basis suspending its liability (US$
is not reserved. 0.3 million has been excluded so far). On July  27, 2020, the IRS
appealed from the injunction decision. On August 21, 2020, a first

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instance decision decided in favor of CGG do Brasil Participacoes CGG Services SAS
Ltda allowing the exclusion of ISS from PIS/COFINS basis and
also the compensation of amounts unduly paid in the past 5 years. CGG Services SAS initiated in 2011 an action in order to obtain
On August 31, 2020, a judge dismissed the IRS appeal from that withholding taxes not be applied to services payments
injunction. On September 04, 2020 , the company filed a motion to received from Brazil in application of the tax treaty between
clarify asking judge to say that we can both ask for a refund or France and Brazil. Amounts of WHT supposedly due on services
compensate the amounts paid in the 5  years and also state the paid to France between April 2012 and June 2014 were deposited
period where interest should be applied (from the date of payment judicially in such proceeding. In mid 2014, following a public
onwards). On September 18, 2020, the judge ruled our motion to decision rendered by the Public Attorney office that states that
clarify in our favor. On September 21, 2020, the Brazilan Tax non-technical services should not be subject to withholding taxes
Authorities appealed from such decision. CGG do Brasil if a treaty applies, the IRS published a new Declaratory Act 5/
Participacoes Ltda presented its counteraguments in November 2014 that envisages correct application of treaties. The
2020. CGG do Brasil Participacoes Ltda is waiting for the decision. recoverable judicial deposit and the recoverable WHT paid are
booked as receivables (US$8.3  million) in CGGS SAS’s books.
No asset has been recognized so far as the Group believes There is no reserve on the principal.
Supreme Court can try to reduce the rights related to refunds.
CGG Services SAS first filed the case in Rio de Janeiro Court. In
Exclusion of PIS/COFINS from its own basis August 2011, the company filed a request to withdraw the action
in order to enter it in Brasilia court instead of Rio Court to avoid
Following a Supreme Court decision with general application to jurisdiction issues. In September 2011, the judge approved the
exclude ICMS from PIS/COFINS basis because it is not a revenue withdrawal.  CGG Services SAS then filed the case in Brasilia
and therefore should be out of the scope of such taxes, CGG do Court in September 2011. On January 31, 2014, the Brasilia
Brasil Participacoes Ltda  decided to pursue the same discussion Courts considered that the decision should be rendered by Rio
regarding PIS/COFINS included in its own basis. CGG do Brasil Courts and we are now back in front of Rio Courts. In May 2017,
Participacoes Ltda  requested to stop paying it for the future and the Tax Authorities filed a petition claiming that CGGS SAS had a
to get a refund of amounts unduly paid in the past 5 years for Permanent Establishment (PE) in Brazil and/or that the
US$4.7 million. CGG do Brasil Participacoes Ltda  filed a Writ of remittances were royalties, trying to deny the application of the
mandamus on July 21, 2020. On July 22, 2020, an injunction was French-Brazilian Tax Treaty. On August 1, 2017, CGGS SAS
granted to start excluding PIS/COFINS from its own basis presented a petition to refute the arguments brought by the
suspending its liability. On July 27, 2020, the IRS appealed from national treasury, especially the one related to the existence of a
the injunction decision and judge maintained our injunction in the PE in Brazil. On September 1, 2017, CGGS SAS filed a petition
same date. On September 18, 2020, a judge decided in  favor of attaching a new power of attorney to avoid problems with
CGG do Brasil Participacoes Ltda allowing the exclusion of PIS/ absence of valid procedural representation. On October 30, 2017,
COFINS from its own basis and also the compensation of amounts the Brazilian Tax Authorities filed a petition refuting the
unduly paid in the past 5 years with interest counting from undue Company’s arguments.
payment. On September 21, 2020, tax authorities appeal from this
decision. On October 01, 2020, CGG do Brasil Participacoes Ltda An opinion from an academic expert was attached to the case on
presented a motion to clarify asking the judge to say that we can December 02, 2019. On March 10, 2020, the judge requested both
both ask for a refund or compensate the amounts paid in the 5 parties to present their final arguments in the case. Public
years and to make it say that interest needs to be applied until Attorneys presented it on April 23 and CGGS SAS on May 11. On
compensation/refund. On October 07, 2020, the judge denied our June 02, 2020, our lawyers had a VC with the judge. The judge
motion to clarify saying he can opt for the refund or compensation mentioned that this is one of the most difficult cases he has
in his decision and saying he already ruled about interest worked on, that the issue is very complex and new to him and that
application in his decision. On October 22, 2020, CGG do Brasil we should have a decision by year-end. On June 10, 2020, we
Participacoes Ltda  filed counterarguments to the IRS appeal and filed a petition with a very recent precedent from the STJ. On
on October 28, CGG filed an appeal to first instance decision to September 1, 2020, the judge decided unfavorably to CGG
discuss application of interest/right for compensation or refund. Services SAS considering that article 7 of French-Brazilian Tax
CGG do Brasil Participacoes Ltda. In March 2021, second instance Treaty only prevents WHT on payment of profits of business and
decision was unfavorable to CGG. Starting from there, all amounts not on any income/revenue. On September 24, 2020, CGG
at stake for future exclusion of PIS/COFINS from their own basis Services SAS filed an appeal from such decision. On December 1,
are being deposited judicially (US$ 1.6 million of deposits so far). 2020, the Brazilian Tax Authorities presented their
In August 2021, CGG filed appeals to Superior Court of Justice counterarguments to the CGG Services SAS appeal.
and Supreme Court. On 2021, several meetings between judges in charge were held
No provision on the deposits is recognized as CGG do Brasil without a final decision as of December 31, 2021.
Participacoes Ltda considers the risk less likely than not to
happen. Peru
Also, no asset has been recognized so far as the Group believes The Peru tax authorities assessed additional withholding taxes on
Supreme Court can try to reduce the rights related to refunds. technical services for 2012 and 2013 for CGG Land (U.S.) Inc.
Sucursal del Peru for an amount of US$15.6 million. The company
disputed the reassessment. A final resolution in favor of CGG was
notified in May 2017. A nullity action was launched against this
resolution by the Tax Authorities. In February 2019, the nullity

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action was denied by the judge. In February 2019, SUNAT annulment action to cancel this decision, which has been rejected.
appealed against the decision and in September 2019, CGG Land CGG Land (U.S.) Inc. Sucursal del Peru has provided all relevant
(U.S.) Inc. Sucursal del Peru was notified of the second instance documents for the new first instance decision and is waiting for
decision in which the Superior Court declared the nullity of the the decision. Oral report occurred in August 2021.
first instance decision and ordered to the first instance to rule
again the case. CGG Land (U.S.) Inc. Sucursal del Peru filed an No provision has been recognized, as the risk is considered as less
likely than not to happen.

NOTE 25 PERSONNEL

The analysis of personnel (included discontinued operations) is as follows:

Year ended December 31
2021 2020
Personnel employed under French contracts 949 1,050
Personnel employed under local contracts 2,363 2,840
TOTAL 3,312 3,890

The total cost of personnel employed was US$382 million in 2021 (or US$347 million excluding Contactual Data Acquisition, the CGG
2021 Plan, Smart Data Solutions and Geosoftware), US$427 million in 2020 (or US$390 million excluding Contactual Data Acquisition
and the CGG 2021 Plan). 6

NOTE 26 KEY MANAGEMENT PERSONNEL COMPENSATION

The table below presents the director fees and the CEO compensation paid.

Year ended December 31,

in US$ 2021 2020
Short-term employee benefits paid (a)
1,308,679 2,080,658
Directors’ fees 486,822 484,241
Post-employment benefits – pension (b)
14,671 14,134
Share-based payments (c) 30,699 451,641
(a) Excludes employers’ contributions.
(b) Cost of services rendered and interest expense.
(c) Expense recognized in the income statement in respect of stock option and performance shares plans.

Contractual termination indemnity in force – renewal of her term of office within twelve months following a
change of control, in the absence of any situation of failure
Chief Executive Officer characterized by the non-achievement of the performance
The Board of Directors meeting on April  26, 2018, following the conditions described below;
appointment of office by Sophie ZURQUIYAH as Chief Executive ● no payment may be made in the event of serious or gross
Officer for a term of four years, also approved, for the duration of misconduct, regardless of the reason for departure.
this term of office, the terms and conditions of the benefits
The payment of the contractual termination indemnity will depend
granted to Sophie ZURQUIYAH in the event of termination of her
on the average rate of achievement of the objectives relating to
corporate office. Board of Directors on March 5, 2020 modified the
the annual variable portion of Sophie ZURQUIYAH’s remuneration
conditions of these benefits in order to comply with the provisions
for the last three financial years ended prior to the departure date,
of the AFEP-MEDEF Code to which the Company refers.
in accordance with the following rule:
These benefits were ratified during the General Meeting of (i) if the average achievement rate is less than 80%, no
June 16, 2020. contractual termination indemnity fee will be paid;
It has the following characteristics: (ii) if the average achievement rate is equal to or greater than
● Sophie ZURQUIYAH benefits from a contractual termination
80% and less than 90%, the contractual termination
indemnity in the event of dismissal, and in the event of non- indemnity will be due at 50% of its amount;

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(iii) if the average achievement rate is equal to or greater than 200% of the Corporate Officer’s Annual Reference remuneration.
90%, the contractual termination indemnity will be due on a Should the combined amount of the two benefits be greater, the
straight-line basis between 90% and 100% of its amount. contractual indemnity would be reduced to the level of this cap.
This contractual termination indemnity will be equal to the It is specified that the Board of Directors must acknowledge, prior
difference between (i)  a gross amount capped at 200% of the to the payment of the contractual termination indemnity, (i)  that
Annual Reference Remuneration and including all sums of any the performance conditions described above have been met and
nature whatsoever, and on any basis whatsoever, to which Sophie (ii)  that the contractual termination indemnity complies with the
ZURQUIYAH may be entitled as a result of the termination, and recommendations of the AFEP-MEDEF Code in force at the date
(ii)  all sums to which she may be entitled as  a  result of the of the departure of the person concerned.
implementation of the non-competition commitment.
The aggregate of the contractual termination indemnity and the
non-competition indemnity may under no circumstances exceed

NOTE 27 RELATED PARTY TRANSACTIONS

CGG Joint Ventures and Associates are mainly related to Land The following table presents the transactions with our joint
Data Acquisition. ventures and associates.

December 31
2021 2020
Joint Joint
In millions of US$ ventures (a) Associates (b) Total ventures (a) Associates (b) Total

Sales of geophysical equipment – 37.2 37.2 - 23.1 23.1

Equipment rentals and services rendered – 0.4 0.4 - 1.0 1.0
Operating Revenue - 37.6 37.6 - 24.1 24.1
Costs of services rendered (0.7) – (0.7) (2.6) (0.3) (2.9)
Cost of operations (0.7) - (0.7) (2.6) (0.3) (2.9)
Other financial income (loss) - - - - (13.3) (13.3)
Trade accounts and notes receivable,including
agency arrangements 1.6 2.3 3.9 2.3 21.9 24.2
Receivables and assets 1.6 2.3 3.9 2.3 21.9 24.2
Trade accounts and notes payable,including agency
arrangements – 0.9 0.9 - 0.9 0.9
Payables and liabilities - 0.9 0.9 - 0.9 0.9
(a) Mainly correspond to investments in companies accounted for under the equity method at our Marine Data Acquisition business and presented as held for sale
(see note 5) or as being in process of liquidation.
(b) Mainly correspond to investments in Argas, a company accounted for under the equity method at our Land Data Acquisition business (see notes 2 and 5).

No credit facility or loan was granted to the Company by shareholders during the last two years.

NOTE 28 SUPPLEMENTARY CASH FLOW INFORMATION

Operating activities year-end sales in Geoscience, and was partially compensated by

the good cash collection stream, mostly due to our Equipment
Before changes in working capital, net cash provided by operating segment deliveries, and reduction in inventories.
activities in 2021 was US$421.6  million compared to US$299.5
million in 2020, due to the increase in activity. In this context.
change in working capital had a negative effect of
US$(84.9)  million in 2021. This change mainly resulted from the
multi-client survey delivery cycle and, to a lesser extent, to the

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Depreciation, amortization and impairment in the Norwegian North Sea and one in Brazil as well as five
reprocessing projects in 2021;
In 2021, depreciation and amortization included a US$(133.4)
million impairment loss including: ● a net proceed of US$91.8 million related to the sale of
GeoSoftware and Smart Data Solutions (see note 2 and 5);
● US$(101.8) million impairment loss of our Multi-Client CGU
goodwill; ● a net proceed from financial assets of US$(2.4) million which is
attributable to a net cash outflow following the exercise of the
● US$(21.2)  million impairment loss on the Multi-Client data
put option by Eidesvik and subsequently the acquisition by
library; Rasmussengruppen of all Shearwater shares owned by CGG
● US$(10.5) million impairment losses on buildings right-of-use. (see notes 2, 7 and 14);
In 2020 depreciation and amortization included a ● the acquisition of shares of two companies through the
US$(175.1) million of impairment loss including: Equipment segment for a net cash consideration of
US$(1.9) million.
● US$(99.6)  million impairment loss on the Multi-Client data
library; The variation in other non-current financial assets mainly related
● US$(24.0) million impairment loss of our Geoconsulting CGU to short-term investment securities and long-term deposits
goodwill; pledged to fulfill certain collateral requirements.
● US$(36.9) million impairment loss on Geosoftware business
available for sale; and Financing activities
● US$(14.6) million impairment losses on other tangible and
intangible assets. In 2021, net cash flow used by financing activities was mainly
related to:
Net (gain) loss on disposal of fixed and financial ● US$(96.7) million of net proceed from the refinancing (see

assets note 2);
● US$(1,227.5) million of repayment of long-term debt
In 2021, the net gain (loss) on disposal of assets was US$2.7
composed of (a) US$(628.3)  million of Existing First Lien
million and notably encompasses the net proceeds from the sale
Notes principal repayment, (b) US$(585.3) million of Existing
of GeoSoftware and Smart Data Solutions respectively for US$1.8 6
Second Lien Notes principal repayment (including
million and US$(1.4) million.
capitalized interest, and (c) US$(13.8)  million of First Lien
Call Premium,
Net cash flow from operating activities
● US$1,159.8 million of total issuance of long-term debt made
Net cash provided by operating activities was US$336.6 million in up of (a) US$1,185.9  million of 2027 Notes proceed and (b)
2021 compared to US$264.3 million in 2020. US$(25.9) million of transaction costs,
● US$(29.3) million of Accrued interest from Existing Notes
Investing activities until redemption included in Financial expenses paid of
US$(89.8) million;
The net cash used in investing activities was US$(138.8) million in ● an innovation loan received for US$2.0 million;
2021 compared to US$(289.6)  million in 2020. The change was
driven by: ● lease repayments of US$(57.0) million;

● a decrease in Multi-client Data investments of US$70.7 million ● a loan granted to Xcalibur Group as part of the sale of Multi-

from 2020. We carried out two marine streamer programs, one Physics business for US$(1.8) million; and
● dividends paid to minority shareholders for US$(3.6) million.

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December 31, December 31,

In millions of US$ 2021 2020
Property lease (34.3) (29.2)
Property formerly classified as financial lease (7.8) (5.6)
Other property (26.5) (23.6)
Machinery & equipment lease (22.7) (26.3)
Total cash flow for leases (57.0) (55.5)

Cash and cash equivalents

Year ended December 31,
In millions of US$ 2021 2020
Cash and bank deposits 216.8 323.6
Cash equivalents and short-term deposits 102.4 61.8
TOTAL CASH AND CASH EQUIVALENTS 319.2 385.4

Cash and cash equivalents included trapped cash amounting to Group or one of its subsidiaries. In 2021, cash equivalents and
US$37.5  million as at December 31, 2021, compared to short-term deposits excludes US$25.6 million of cash pledged to
US$48.9  million as at December 31, 2020. Trapped cash means fulfill certain collateral requirements. The cash pledged for more
any cash and cash equivalent held by a subsidiary that operates in than one year is recorded for US$15.4  million in other financial
a country where exchange controls or other legal restrictions assets (see note 7) and the cash pledged for less than one year is
prevent these cash balances from being available for use by the recorded for US$10.2 million in restricted cash (see note 4).

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2020-2021 CGG consolidated financial statements 6
NOTE 29 EARNINGS PER SHARE

Year
2020
In millions of US$ 2021 Restated*
Net income attributable to shareholders (a) (180.5) (440.5)
Effect of dilution
Ordinary shares outstanding at the beginning of the year (b) 711,392,383 709,956,358
Weighted average number of ordinary shares outstanding during the period resulting
from the exercise of stock options and delivery of performance shares (c) 159,087 808,384
Weighted average number of treasury shares (d) (24,996) (24,996)
Weighted average number of ordinary shares outstanding ((e) = (b) + (c) - (d)) 711,526,474 710,739,746
Total dilutive potential shares from stock options - –
Total dilutive of potential shares from performance share plans - –
Total dilutive of potential shares from warrants - –
Dilutive weighted average number of shares outstanding adjusted when dilutive (f) 711,526,474  710,739,746
Earnings per share
– Basic (a)/(e) (0.25) (0.62) 6
– Diluted (a)/(f) (0.25) (0.62)
Net income from continuing operations attributable to owners of the Group (182.1) (411.6)
– Earnings per share, basic (0.25) (0.58)
– Earnings per share, diluted (0.25) (0.58)
Net income from discontinued operations attributable to owners of the Group 1.6 (28.9)
– Earnings per share, basic - (0.04)
– Earnings per share, diluted - (0.04)
* In accordance with IFRS 5 “Non-current Assets Held for Sale and Discontinued Operations”, financial information was restated to present comparative amounts
for each period presented following the reclassification of our stake in a joint-venture to continuing operations. See notes 2 and 5.

NOTE 30 SUBSEQUENT EVENTS

CGG signed a binding offer for the sale and leaseback of its Headquarter Building
On 14 January 2022, CGG has signed a binding offer with building Galileo located in Massy, France. The closing of this
Pramena Investment & Anacap Financial Partners for the sale, in transaction is expected early Q2 2022 at the latest.
the frame of sale and leaseback transaction, of its headquarter

War in Ukraine
We are monitoring very closely the implications of war in Ukraine limited. In 2021, revenue generated from Russia represented
with the main objective of supporting our employees and around 4% of CGG Group revenue.
evaluating its economic consequences. CGG has no operational
presence in Ukraine. Its footprint on the ground in Russia is rather

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NOTE 31 LIST OF PRINCIPAL CONSOLIDATED SUBSIDIARIES AS AT DECEMBER 31, 2021

Subsidiaries are fully consolidated from the date of their acquisition, being the date on which the Group obtains the control.
Dormant subsidiaries of the Group have not been included in the list below.
Percentage of interest generally corresponds to the percentage of control in the Company.

% ownership
Siren Number (a) Company Names Country of incorporation interest
403 256 944 CGG Services SAS France 100.0
410 072 110 CGG Explo SARL France 100.0
413 926 320 Geomar SAS France 100.0
CGG Holding BV Netherlands 100.0
CGG Marine BV Netherlands 100.0
CGG Services (NL) BV Netherlands 100.0
CGG International SA Switzerland 100.0
CGG Data Services SA Switzerland 100.0
CGG Services (Norway) AS Norway 100.0
CGG Services (UK) Limited United Kingdom 100.0
CGG do Brasil Participaçoes Ltda Brazil 100.0
Veritas do Brasil Ltda Brazil 100.0
CGG Mexico, SA de CV Mexico 100.0
Geoinnovation Corporativa S. de RL de CV Mexico 100.0
Vitzel SA de CV Mexico 100.0
CGG Holding (US) Inc. Delaware, United States of America 100.0
CGG Services (US) Inc. Delaware, United States of America 100.0
CGG Land (US) Inc. Delaware, United States of America 100.0
CGG Services (Canada) Inc. Canada 100.0
CGG Services (Australia) Pty Ltd Australia 100.0
CGGVeritas Services (B) Sdn Bhd Brunei 100.0
PT CGG Services Indonesia (b) Indonesia 95.0
CGG Services India Private Ltd India 100.0
CGG Technology Services (Beijing) Co. Ltd China 100.0
CGG Services (Singapore) Pte Ltd Singapore 100.0
CGG Services (Malaysia) Sdn Bhd Malaysia 100.0
CGG Vostok Russia 100.0
866 800 154 Sercel Holding SAS France 100.0
378 040 497 Sercel SAS France 100.0
Sercel-GRC Oklahoma, United States of America 100.0
Sercel Inc. Oklahoma, United States of America 100.0
Hebei Sercel-Junfeng Geophysical Prospecting
Equipment Co. Ltd (b) China 51.0
Sercel Singapore Pte Ltd Singapore 100.0
De Regt Marine Cables BV Netherlands 100.0
(a) Siren number is an individual identification number for company registration purposes under French law.
(b) % control of these subsidiaries is 100%.

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Non-controlling interests
The Group does not fully consolidate any significant entity in Hebei Sercel-Junfeng Geophysical Prospecting Equipment
which it holds less than a majority of voting rights. Co.  Ltd, a subsidiary of Sercel  SAS based in China, is the main
entity owned by CGG with non-controlling interests.
Subsidiaries with non-controlling interests do not contribute
materially to the activities of the Group, the consolidated income,
cash flows, liabilities or assets as at December 31, 2021.

NOTE 32 AUDIT FEES

The table below shows the fees from our external auditors and their affiliated companies paid by the Group:

December 31,
2021 2020
In thousands of US$ EY Mazars EY Mazars
Audit fees 1,610 798 1,704 823
Audit-related fees 172 105 88 68
Tax fees 60 26 - -
Other fees - 1 - 57 6
TOTAL 1,842 930 1,792 948

Audit-related fees are mainly linked to refinancing and sustainability audits.

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6.1.6 Statutory auditors’ report on the consolidated financial

statements

Year ended December 31, 2021

This is a translation into English of the statutory auditors’ report on the consolidated financial statements of the Company issued in
French and it is provided solely for the convenience of English speaking users.
This statutory auditors’ report includes information required by European regulation and French law, such as information about the
appointment of the Statutory Auditors or verification of the information concerning the Group presented in the management report and
other documents provided to shareholders.
This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards
applicable in France.

To the Annual General Meeting of CGG,

Opinion Commercial Code (code de commerce) and the French Code of

Ethics (code de déontologie) for Statutory Auditors for the period
In compliance with the engagement entrusted to us by your from January 1st, 2021 to the date of our report, and specifically
Annual General Meeting, we have audited the accompanying we did not provide any prohibited non-audit services referred to in
consolidated financial statements of CGG for the year ended Article 5(1) of Regulation (EU) N° 537/2014.
December 31, 2021.
In our opinion, the consolidated financial statements give a true Justification of Assessments - Key Audit
and fair view of the assets and liabilities and of the financial Matters
position of the Group as at December 31, 2021 and of the results
of its operations for the year then ended in accordance with Due to the global crisis related to the Covid-19 pandemic, the
International Financial Reporting Standards as adopted by the financial statements of this period have been prepared and
European Union. audited under specific conditions. Indeed, this crisis and the
exceptional measures taken in the context of the state of the
The audit opinion expressed above is consistent with our report to
health emergency have had numerous consequences for
the Audit Committee.
companies, particularly on their operations and their financing,
and have led to greater uncertainties on their future prospects.
Basis for opinion Some of these measures, such as travel restrictions and remote
working, have also had an impact on the companies' internal
Audit Framework organisation and the performance of the audits.
We conducted our audit in accordance with professional It is in this complex and evolving context that, in accordance with
standards applicable in France. We believe that the audit evidence the requirements of Articles L.823-9 and R.823-7 of the French
we have obtained is sufficient and appropriate to provide a basis Commercial Code (code de commerce) relating to the justification
for our opinion. of our assessments, we inform you of the key audit matters
relating to risks of material misstatement that, in our professional
Our responsibilities under those standards are further described
judgment, were of most significance in our audit of the
in the “statutory auditors’ Responsibilities for the Audit of the
consolidated financial statements of the current period, as well as
Consolidated Financial Statements” section of our report.
how we addressed those risks.
Independence These matters were addressed in the context of our audit of the
consolidated financial statements as a whole and in forming our
We conducted our audit engagement in compliance with
opinion thereon, and we do not provide a separate opinion on
independence requirement rules required by the French
specific items of the consolidated financial statements.

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Valuation of goodwill
Key audit matter Our response
As presented in note 11 to the consolidated financial statements Our procedures thus mainly consisted in:
as of December 31, 2021, the goodwill amounts to a net value of – obtaining an understanding of the methodology used by
US$ 1,084m breaking down as follows: management to assess the recoverable amount of goodwill and
– Geoscience : US$ 724m; examining the compliance with the applicable accounting
– Multi-clients : US$ 182m; standards;
– Equipment : US$ 177m. – assessing the consistency of the estimated future cash flows
with the main underlying operating assumptions, from the 2022
Management ensures, at least once a year at the statement of
budget and the outlook for the period 2023-2024, prepared by
financial position date, that the carrying amount of goodwill is not
management and approved by the Board of Directors;
higher than its recoverable amount and presents no risk of
impairment. The principles of the impairment test performed and – obtaining an understanding and examining the assumptions
the used assumptions are described in note 11 to the retained for the purpose of estimating normative cash flows,
consolidated financial statements. especially with regard to the outlook for the oil and gas market
on the one hand, and the Digital Science, Energy Transition and
The determination of the recoverable amount of goodwill is very Monitoring and Observation Solutions markets on the other
largely based on management judgment, in particular with hand;
regard to: – performing a retrospective analysis of the cash flow estimates;
– the future cash flows expected from the cash-generating units – assessing the existence of any external information which could
assessed, including normative cash flows that are used contradict management’s assumptions.
beyond the third year. These normative cash flows include
We have included valuation specialists in our team for the purpose,
flows from new businesses addressing the fast growing
in particular, of assessing the discount rates and long-term
markets of Digital Science, Energy Transition and Monitoring
growth rate retained by management and assess the
and Observation Solutions;
appropriateness of the discount rates to the level of risk embedded
– the discount rates applied to the future cash flows; in the cash flows. They independently determined acceptable rate
– the long-term growth rate retained for the cash flow ranges and examined the rates used by management in relation to
6
projection. those ranges.
As indicated in note 11 to the consolidated financial statements,
We have also examined the appropriateness of the information
impairment losses were recorded in the amount of US$ 102m
relating to the valuation of goodwill presented in the notes to the
during the year ended December 31, 2021 on the Multi-Clients
consolidated financial statements. In particular, we have assessed
cash-generating unit.
the consistency of the sensitivities presented in the consolidated
We considered the valuation of goodwill as a key audit matter, financial statements especially with regard to the choice of
due to its importance in the accounts and the necessary variables and the assumptions of variations. We also verified the
management estimates and judgments, particularly in the arithmetical accuracy of these expectations.
context of energy transition.

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Valuation of multi-client surveys

Key audit matter Our response
As presented in note 10 to the consolidated financial statements We have obtained an understanding of the methodology used by
as of December 31, 2021, the carrying amount of the multi-client the Group's management to assess the recoverable amount of
surveys totals US$ 393.1m. multi-client surveys and have examined its compliance with the
applicable accounting standards.
As presented in note 1.7 to the consolidated financial
statements, The Group’s multi-client surveys regroup seismic We have assessed the consistency of future sales forecasts:
surveys for which non-exclusive licenses are granted to – in relation to the forecasts made by management as part of the
customers. All the costs of acquisition, processing and impairment test for the previous year, by comparing actual
finalization of the surveys are recognized as intangible assets. sales with previous forecasts,
The multi-client surveys are valued at the aggregate of those – and with surveys’ attractiveness for potential customers.
costs less accumulated amortization, or at their fair values if the
latter is the lower. We assessed the existence of external information that could
contradict management's assumptions.
Management ensures, at least once a year and more frequently
in the event of any indication of impairment, that the carrying When management judged that impairment should be recognized,
amount of multi-client surveys does not exceed their recoverable we inquired management about the reasons for the impairment
amounts. The assessment of the recoverable amount of multi- and assessed its consistency with our understanding of the
client surveys is very largely based on management judgment, in market.
particular with regard to the forecasting of future sales. We have also examined the appropriateness of the information
In that respect, and as indicated in note 10, US$ 21.2m of relating to the valuation of multi-client surveys presented in the
impairment losses were recognized at the end of 2021. notes to the consolidated financial statements.

Given the elements described above, we considered

measurement of the multi-client surveys as a key audit matter.

Specific verifications On the basis of our work, we conclude that the preparation of the
consolidated financial statements included in the annual financial
We have also performed, in accordance with professional report complies, in all material respects, with the European single
standards applicable in France, the specific verifications that are electronic format.
required by laws and regulations of the information relating to the
Group given in the management report of the Board of Directors. Appointment of the Statutory Auditors
We have no matters to report as to their fair presentation and We were appointed as statutory auditors of CGG by the Annual
their consistency with the consolidated financial statements. General Meeting held on May 15, 2003 for MAZARS and on June
29, 1977 for ERNST & YOUNG et Autres.
We attest that the consolidated non-financial statement required by
Article L. 225-102-1 of the French Commercial Code (Code de As at december 31, 2021, MAZARS and ERNST & YOUNG et Autres
commerce) is included in the information relating to the Group given were in the nineteenth year and forty-fifth year of total uninterrupted
in the management report, it being specified that, in accordance with engagement (out of which forty one years since securities of the
article L. 823-10 of this Code, we have verified neither the fair Company were admitted to trading on a regulated market).
presentation nor the consistency with the consolidated financial
statements of the information contained therein. This information
should be reported on by an independent third party. Responsibilities of Management and Those
Charged with Governance for the
Report on Other Legal and Regulatory Consolidated Financial Statements
Requirements Management is responsible for the preparation and fair
presentation of the consolidated financial statements in
Format of presentation of the financial statements accordance with International Financial Reporting Standards as
included in the annual financial report adopted by the European Union and for such internal control as
We have also verified, in accordance with the professional management determines necessary to enable the preparation of
standard applicable in France relating to the procedures consolidated financial statements free from material
performed by the statutory auditor relating to the annual and misstatement, whether due to fraud or error.
consolidated financial statements presented in the European In preparing the consolidated financial statements, management
single electronic format, that the presentation of the consolidated is responsible for assessing the Company’s ability to continue as a
financial statements included in the annual financial report going concern, disclosing, as applicable, the matters related to
mentioned in article L.451- 1-2, I of the French Monetary and going concern and using the going concern basis for accounting
Financial Code (code monétaire et financier), prepared under the unless it is expected to liquidate the Company or to cease
responsibility of the Chief Executive Officier and the Chief operations.
Financial Officier complies with the single electronic format
defined in Commission Delegated Regulation (EU) No. 2019/815 of The Audit Committee is responsible for monitoring the financial
17 December 2018. Regarding to consolidated financial reporting process and the effectiveness of internal control and risk
statements, our work includes verifying that the tagging thereof management systems and where applicable, its internal audit,
complies with the format defined in the above mentioned regarding the accounting and financial reporting procedures.
regulation.
The consolidated financial statements were approved by the
Board of Directors.

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Statutory Auditors’ Responsibilities related to events or conditions that may cast significant doubt
on the Company’s ability to continue as a going concern. This
for the Audit of the Consolidated Financial assessment is based on the audit evidence obtained up to the
Statements date of his audit report. However, future events or conditions
may cause the Company to cease to continue as a going
Objectives and audit approach concern. If the statutory auditor concludes that a material
Our role is to issue a report on the consolidated financial uncertainty exists, there is a requirement to draw attention in
statements. Our objective is to obtain reasonable assurance about the audit report to the related disclosures in the consolidated
whether the consolidated financial statements as a whole are financial statements or, if such disclosures are not provided or
free from material misstatements. Reasonable assurance is a inadequate, to modify the opinion expressed therein.
high level of assurance but is not a guarantee that an audit ● Evaluates the overall presentation of the consolidated financial
conducted in accordance with professional standards will always statements and assesses whether these statements represent
detect a material misstatement when it exists. Misstatements can the underlying transactions and events in a manner that
arise from fraud or error and are considered material if, achieves fair presentation.
individually or in the aggregate, they could reasonably be ● Obtains sufficient appropriate audit evidence regarding the
expected to influence the economic decisions of users made on financial information of the entities or business activities within
the basis of these consolidated financial statements. the Group to express an opinion on the consolidated financial
As specified in Article L.823-10-1 of the French Commercial Code statements. The statutory auditor is responsible for the
(code de commerce), our statutory audit does not include direction, supervision and performance of the audit of the
assurance on the viability of the Company or the quality of consolidated financial statements and for the opinion
management of the affairs of your Company. expressed on these consolidated financial statements.
As part of an audit conducted in accordance with professional Report to the Audit Committee
standards applicable in France, the statutory auditor exercises
professional judgment throughout the audit and furthermore: We submit a report to the Audit Committee which includes in
particular a description of the scope of the audit and the audit
● Identifies and assesses the risks of material misstatement of
program implemented, as well as the results of our audit. We also
the consolidated financial statements, whether due to fraud or
report, if any, significant deficiencies in internal control regarding 6
error, designs and performs audit procedures responsive to
the accounting and financial reporting procedures that we have
those risks, and obtains audit evidence considered to be
identified.
sufficient and appropriate to provide a basis for his opinion. The
risk of not detecting a material misstatement resulting from Our report to the Audit Committee includes the risks of material
fraud is higher than for one resulting from error, as fraud may misstatement that, in our professional judgment, were of most
involve collusion, forgery, intentional omissions, significance in the audit of the consolidated financial statements
misrepresentations, or the override of internal control. of the current period and which are therefore the key audit
● Obtains an understanding of internal control relevant to the matters that we are required to describe in this report.
audit in order to design audit procedures that are appropriate in We also provide the Audit Committee with the declaration
the circumstances, but not for the purpose of expressing an provided for in Article 6 of Regulation (EU) N° 537/2014,
opinion on the effectiveness of the internal control. confirming our independence within the meaning of the rules
● Evaluates the appropriateness of accounting policies used and applicable in France such as they are set in particular by
the reasonableness of accounting estimates and related Articles  L.822-10 to L.822-14 of the French Commercial Code
disclosures made by management in the consolidated financial (code de commerce) and in the French Code of Ethics (code de
statements. déontologie) for statutory auditors. Where appropriate, we discuss
● Assesses the appropriateness of management’s use of the with the Audit Committee the risks that may reasonably be
going concern basis of accounting and, based on the audit thought to bear on our independence, and the related safeguards.
evidence obtained, whether a material uncertainty exists

Paris-La-Défense, March 11 2022

The statutory auditors

MAZARS ERNST & YOUNG et Autres

Jean-Louis Simon Claire Cesari-Walch

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6 2021 FINANCIAL STATEMENTS
2020-2021 Statutory financial statements of CGG SA

6.2 2020-2021 STATUTORY FINANCIAL STATEMENTS

OF CGG SA
6.2.1 Balance sheet
This section is in French only.

6.2.2 Income statement

This section is in French only.

6.2.3 Cash flow statement

This section is in French only.

6.2.4 Notes
This section is in French only.

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 2021 FINANCIAL STATEMENTS
2020-2021 Statutory financial statements of CGG SA 6
6.2.5 Information on terms of payment
As of December 31, 2021, the parent company's trade payables totaled €19.9 million, which can be broken down as follows:

ARTICLE D. 441 L.-1°: INVOICES RECEIVED AND NOT PAID AS OF THE END OF THE FINANCIAL YEAR ALTHOUGH THE DUE DATE HAS PASSED

1 to 30 31 to 60 61 to 90 91 days Total (1 day

0 days days days days or more or more)
(A) Late payment periods (see note below)
Total number of invoices concerned 42 10
Total amount of invoices concerned,
in millions of euros (incl. VAT) 18.9 1.0 1.0
Percentage of the total amount of invoices
concerned 95.2% 4.8% 4.8%
(B) Invoices excluded from (A) that relate to unrecorded liabilities
Number of excluded invoices 10
Total amount of excluded invoices,
in millions of euros (incl. VAT) 1.7
(C) Reference payment terms used (contractual or statutory - Article L. 441-6 or Article L. 443-1 of the French Commercial
Code [Code du commerce])
Contractual payment terms 6
Payment terms used to calculate late payments
Statutory payment terms

As of December 31, 2021, the parent company's trade receivables totaled €23.7 million, which can be broken down as follows:

ARTICLE D. 441 L.-1°: INVOICES RECEIVED AND NOT PAID AS OF THE END OF THE FINANCIAL YEAR ALTHOUGH THE DUE DATE HAS PASSED

1 to 30 31 to 60 61 to 90 91 days Total (1 day

0 days days days days or more or more)
(A) Late payment periods (see note below)
Total number of invoices concerned 47 4
Total amount of invoices concerned,
in millions of euros (incl. VAT) 23.6 0.1 0.1
Percentage of the total amount of invoices
concerned 99.6 0.4% 0.4%
(B) Invoices excluded from (A) that relate to unrecorded liabilities
Number of excluded invoices None
Total amount of excluded invoices,
in millions of euros (incl. VAT) None
(C) Reference payment terms used (contractual or statutory - article L. 441-6 or article L. 443-1 of the French Commercial
Code [Code du commerce])
Contractual payment terms
Payment terms used to calculate late payments
Statutory payent terms

249
6 2021 FINANCIAL STATEMENTS
2020-2021 Statutory financial statements of CGG SA

6.2.6 Financial results of CGG SA (group holding company) over

the last five years
In € 2017 2018 2019 2020 2021
I. Financial position at year-end
a) Capital stock 17,706,519 7,099,448 7,099,563 7,113,923 7,116,639
b) Number of shares outstanding 22,133,149 709,944,816 709,956,358 711,392,383 711,663,925
c) Maximal number of shares resulting from
convertible bonds (see note below) 1,160,364 - - - -
d) Total Equity 280,022,548 1,790,163,681 1,887,496,882 811,891,486 520,894,173
II. Earnings
a) Sales net of sales tax 26,467,304 27,549,575 26,389,011 16,884,801 29,013,250
b) Earnings before taxes, employee profit
sharing, depreciation and reserves 9,019,980 52,664,150 60,121,733 12,844,224 (377,765,039)
c) Employee profit sharing - - - - -
d) Income taxes (57,430,849) 250,482 (19,924,332) (7,256,246) (3,744,126)
e) Income after taxes, employee profit
sharing, depreciation and reserves (944,927,344) (271,326,175) 97,295,002 (1,075,646,338) (291,183,172)
f) Dividends - - - - -
III. Earnings per share
a) Earnings after taxes and profit sharing
but before depreciation and reserves 3.00 0.07 0.11 0.03 (0.53)
b) Earnings after taxes, depreciation
and reserves (42.69) (0.38) 0.14 (1.51) (0.41)
c) Net dividend per share - - - - -
IV. Personnel
a) Average number of employees 32 27 22 18 14
b) Total payroll 8,923,393 8,229,076 8,263,169 5,515,555 5,402,078
c) Employee benefits (social security, etc.) 3,423,145 2,731,349 3,116,675 1,919,830 2,222,716

Note on convertible bonds: On February 21, 2018, CGG finalized the implementation of its financial restructuring plan. All bonds have
been converted into shares.

250
 2021 FINANCIAL STATEMENTS
2020-2021 Statutory financial statements of CGG SA 6
6.2.7 Statutory auditors’ report on the statutory financial
statements of CGG SA
This section is in French only.

251
6 2021 FINANCIAL STATEMENTS

252
 7
INFORMATION ON SHARE CAPITAL,
SHAREHOLDERS AND GENERAL MEETINGS
7.1 OWNERSHIP OF SHARE CAPITAL 254 7.4 GENERAL INFORMATION ON THE
7.1.1 Places where CGG securities are listed 254 COMPANY’S GENERAL MEETINGS 262
7.1.2 Shareholding 254 7.4.1 Convening (Articles 14.2 and 14.3 of the
7.1.3 Transactions in the Company’s shares carried articles of association) 262
out by persons exercising managerial 7.4.2 Conditions to attend and vote at General
responsibilities 256 Meetings (Article 14.6 of the articles of
association) 262
7.2 DISTRIBUTION OF EARNINGS 7.4.3 Double voting rights (Article 14.6 of the
- DIVIDENDS 257 articles of association) 262
7.2.1 Distribution of earnings (Article 19 7.4.4 Threshold crossings to be notified
of the articles of association) 257 to the Company (Article 7.2 of the articles
7.2.2 Dividends 257 of association) 262
7.4.5 Legal threshold crossings in 2021
7.3 GENERAL INFORMATION ON and as of the date of this Document 263
THE COMPANY’S SHARE CAPITAL 258 7.4.6 Titres au porteur identifiables
7.3.1 Recent major events affecting (Article 7.1 of the articles of association) 263
the share capital 258 7.4.7 Legal entity or natural person
7.3.2 Dilutive instruments 258 which/who may control the Company 263
7.3.3 Share buyback program 259 7.4.8 Changes in the share capital and voting rights 263
7.3.4 Delegations of powers granted to the Board 7.4.9 Items likely to have an influence in the event
of Directors in force in the course of 2021 260 of a take-over bid 264
7.3.5 Securities not giving access to the share
capital 261

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7 INFORMATION ON SHARE CAPITAL, SHAREHOLDERS AND GENERAL MEETINGS
Ownership of share capital

7.1 OWNERSHIP OF SHARE CAPITAL

7.1.1 Places where CGG securities are listed
The trading market for the Company's ordinary shares is Euronext ● the Warrants #1 and Warrants #2 are listed on Euronext Paris.
Paris  (Compartment C - SRD - ISIN code  : FR0013181864  ;
symbol “CGG”). Our ordinary shares will entitle their holders to all Following delisting of the American depositary shares (ADSs)
rights attached to them on January 1, 2021. from the New York Stock Exchange in 2018, CGG maintains its
American Depositary Receipt program at “level one”. This enables
In addition: investors to retain their ADSs and facilitates trading on the US
● Senior Secured Notes due 2027 are listed on the Euro MTF over-the-counter market. The depositary of CGG’s ADR program
market of the Luxembourg Stock Exchange; and remains The Bank of New York Mellon.

7.1.2 Shareholding
Information on the share capital as at December 31, 2021
As at December  31, 2021, we had 1,037  shareholders in registered plan instituted in 1997, amounted to 273 shares, each with double
form. voting rights, i.e. 546 voting rights, corresponding to 0.00003% of
the share capital and 0.00008% of the voting rights of CGG.
As at December 31, 2021, our Directors held 588,461 shares and
20,156 ADSs, representing 609,617 voting rights, i.e. 0.08% of the As at December  31, 2021, the Company held 24,996 of its own
share capital and 0.08% of the voting rights. shares, acquired pursuant to the authorizations granted by the
shareholders.
As at December  31, 2021, the number of shares held by the
employees of the Group, through the Group employee savings

% of Number of voting

Number of theoretical rights exercisable % of voting rights
Number of % of share theoretical voting during General exercisable during
As at December 31, 2021 shares capital voting rights rights Meetings General Meetings
Contrarian Capital
Management LLC (a) 65,633,491 9.22% 65,633,491 9.21% 65,633,491 9.21%
River & Mercantile  (b)
56,703,102 7.97% 56,703,102 7.96% 56,703,102 7.96%
FCPE CGG
Actionnariat (c) 273 0.00% 546 0.00% 546 0.00%
Public 589,302,063 82.81% 589,302,063 82.73% 589,302,063 82.73%
Treasury stock  (d)
24,996 0.00% 24,996 0.00% 0 0.00%
TOTAL NUMBER
OF SHARES
OUTSTANDING AND
VOTING RIGHTS 711,663,925 100% 712,328,461 100% 712,303,465 100%
(a) Calculated on the basis of the number of shares held by Contrarian Capital Management LLC as indicated in the notice of threshold crossing dated August 12, 2018.
(b) Calculated on the basis of the number of shares held by River & Mercantile as indicated in the notice of threshold crossing dated June 4, 2021. However, in a
letter to the Autorité des Marchés Financiers dated February 25, 2022, River & Mercantile declared that it crossed below on February 22, 2022, following the sale
of CGG shares, the thresholds of 5 % of the capital and voting rights of the Company and that it held 14,282,168 CGG shares representing 2.01% of the capital
and 2.00% of voting rights of the Company.
(c) As at December  31, 2021, the 273 shares held by FCPE CGG Actionnariat (all benefiting from double voting rights) represented 0,00003% of the capital and
0.00008% of the voting rights (theoretical and exercisable during General Meetings). For the sake of clarity of this table, they have been rounded to 0.00%.
(d) As at December  31, 2021, the 24,996 shares held by the Company represented 0.0035% of the capital and of the theoretical voting rights. These shares are
deprived of voting rights for all General Meetings. The corresponding voting rights are reflected to provide theoretical voting rights only. For the sake of clarity of
this table, they have been rounded to 0.00%.

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 INFORMATION ON SHARE CAPITAL, SHAREHOLDERS AND GENERAL MEETINGS
Ownership of share capital 7
Evolution of the share capital over the past three years
The table below sets forth certain information with respect to entities known to us or ascertained from public filings to beneficially own
at least 5% of our voting securities as of the closing of the last three financial years and as of February 28, 2022:

February 28, 2022 December 31, 2021 December 31, 2020 December 31, 2019

% of % of voting % of % of voting % of % of voting % of % of voting

shares rights* shares rights* shares rights* shares rights*
Contrarian Capital Management
LLC (a) 9.22 9.21 9.22 9.21 9.23 9.22 9.24 9.24

FIL Limited (b) 5.21 5.21 - - - - - -

River & Mercantile (c) - - 7.97 7.96 7.19 7.18 5.00 5.00

Boussard & Gavaudan  (d)

- - - - 7.02 7.02 6.05 6.05

Norges Bank  (e)

- - - - - - 5.16 5.16

Thunderbird Partners LLP  (f)

- - - - 7.02 7.02 5.72 5.71

Morgan Stanley  (g)

- - - - - - 5.39 5.39

UBS Group AG  (h)

- - - - - - 5.00 5.00

Treasury stock  (i)

0.00 0,00 0.00 0,00 0.00 0.00 0.00 0.00

FCPE CGG Actionnariat (j)

0.00 0,00 0.00 0,00 0.00 0.00 0.00 0.00

Public 85.57 85.58 82.81 82.73 76.56 76.58 58.44 58.45

TOTAL 100% 100% 100% 100% 100% 100% 100% 100%

TOTAL NUMBER OF SHARES

OUTSTANDING AND VOTING
RIGHTS 711,788,233 712,456,407 711,663,925 712,328,461 711,392,383 711,643,049 709,956,358 710,094,886
7
(a) Calculated on the basis of the number of shares held by Contrarian Capital Management LLC as indicated in the notice of threshold crossing dated August 12, 2018.
(b) In a letter to the Autorité des Marchés Financiers dated February 21, 2022, FIL Limited declared that it crossed above on February 15, 2022, following the
purchase of CGG shares, the thresholds of 5 % of the capital and voting rights of the Company, and held 37,082,385 CGG shares representing as many voting
rights, i.e. 5.21% of the capital and voting rights of the Company.
(c) In a letter to the Autorité des Marchés Financiers dated February 25, 2022, River & Mercantile declared that it crossed below on February 22, 2022, following the
sale of CGG shares, the thresholds of 5 % of the capital and voting rights of the Company, and held 14,282,168 CGG shares representing 2.01% of the capital and
2.00% of voting rights of the Company.
(d) In a letter to the Autorité des Marchés Financiers dated July 1, 2021, Boussard & Gavaudan Partners Limited declared that it crossed, on June 25, 2021,
indirectly below, through the intermediary of the companies of its group, which act on behalf of funds they manage, the thresholds of 5% of the capital and voting
rights of the Company and indirectly held, on behalf of said funds, 34,440,145 CGG shares representing as many voting rights, i.e. 4.84% of the Company's capital
and voting rights. This crossing of thresholds results from a sale of CGG shares on the market. The Company has been informed that as of November 2, 2021,
Boussard & Gavaudan Partners Limited no longer holds any CGG shares.
(e) In a letter to the Autorité des Marchés Financiers dated January 13, 2021, Norges Bank declared that it crossed below on January 8, 2021, following the return of
CGG shares held as collateral, the thresholds of 5 % of the capital and voting rights of the Company, and held 33,796,572 CGG shares representing as many
voting rights, i.e. 4.75% of the capital and voting rights of the Company.
(f) In a letter to the Autorité des Marchés Financiers dated June 10, 2020, Thunderbird Partners LLP declared that it crossed below on June 9, 2020, the thresholds
of 5% of the capital and voting rights of the Company and held for account of said funds, 35,038,781 CGG shares representing the same number of voting rights,
i.e. 4.94% of the capital and 4.93% of the voting rights of the Company.
(g) In a letter to the Autorité des Marchés Financiers dated June 18, 2020, Morgan Stanley declared that it crossed below on June 12, 2020, indirectly through its
subsidiaries, the thresholds of 5% of the capital and voting rights of the Company.
(h) In a letter to the Autorité des Marchés Financiers dated March 13, 2020, UBS Group AG declared that it crossed below on March 10, 2020, directly and indirectly,
through the companies of its group, the thresholds of 5% of the capital and voting rights of the Company.
(i) As at December  31, 2021, the 24,996 shares held by the Company represented 0.0035% of the capital and of the theoretical voting rights. These shares are
deprived of voting rights for all General Meetings. The corresponding voting rights are reflected to provide theoretical voting rights only. For the sake of clarity of
this table, they have been rounded to 0.00%.
(j) As at December  31, 2021, the 273 shares held by FCPE CGG Actionnariat (all benefiting from double voting rights) represented 0,00003% of the capital and
0.00008% of the voting rights (theoretical and exercisable during General Meetings). For the sake of clarity of this table, they have been rounded to 0.00%
(k) Theoretical voting rights.

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7 INFORMATION ON SHARE CAPITAL, SHAREHOLDERS AND GENERAL MEETINGS
Ownership of share capital

To the best of the Company's knowledge and as of the date of this To the best of the Company's knowledge and as of the date of this
Document, based on the threshold crossing declarations made to Document, there have been no other substantial changes in
the French Financial Markets Authority (Autorité des Marchés ownership of the Company's share capital over the past three years.
Financiers), no shareholder other than Contrarian Capital
Management LLC and FIL Limited, holds a stake in the Company
of more than 5% share capital or voting rights. For a detailed
presentation of the legal threshold crossings in 2021, please refer
to Section 7.4.5 of this Document.

7.1.3 Transactions in the Company’s shares carried out

by persons exercising managerial responsibilities
Summary transactions disclosed in accordance with provisions of Article L.  621-18-2 of the French Monetary and Financial Code and
Article 223-26 of the General Regulations of the French Financial Markets Authority (AMF).

Nature
of the Number Unit Amount of the
Name transaction Date of shares price transaction
No transaction to be disclosed for 2021 financial year
Note: Pursuant to Article 223-23 of the General Regulation of the French Financial Markets Authority, the only transactions reflected in this table are those (i) carried
out by the persons referred to in Article L. 621-18-2 of the French Monetary and Financial Code, and (ii) exceeding €20,000 in the total amount of such transactions
per calendar year.

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 INFORMATION ON SHARE CAPITAL, SHAREHOLDERS AND GENERAL MEETINGS
Distribution of earnings - dividends 7
7.2 DISTRIBUTION OF EARNINGS - DIVIDENDS
7.2.1 Distribution of earnings (Article 19 of the articles
of association)
Out of the earnings of the fiscal year, reduced if necessary by The balance shall be distributed among the shareholders as a
previous losses, at least five percent shall be first appropriated to dividend.
form the reserve fund required by law, until said reserve fund has
reached one tenth of the share capital. The terms and conditions for the payment of dividends are
determined by the General Meeting or, in the absence of a
The balance, increased by retained earnings, if any, forms the determination by the General Meeting, by the Board of Directors.
distributable earnings.
The General Meeting deciding on the financial statements is
Any amounts that the General Meeting would decide, either on entitled to give each shareholder, for the dividend or part of the
proposal by the Board or by its own decision, to allocate to one or dividend to be distributed or for any advance payments on a
more general or special reserve funds or to carry forward, shall be dividend, the choice between payment of the dividend in cash or in
withdrawn from said earnings. stock.

7.2.2 Dividends
The Company did not distribute any dividends over the past five The Board of Directors is not considering proposing to distribute
years. dividends at the next General Meeting based on 2021 results. The
future dividend distribution policy will depend on the results
achieved by the Company and its financial situation.

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7 INFORMATION ON SHARE CAPITAL, SHAREHOLDERS AND GENERAL MEETINGS
General information on the Company’s share capital

7.3 GENERAL INFORMATION ON THE COMPANY’S

SHARE CAPITAL
7.3.1 Recent major events affecting the share capital
DETAILS OF CHANGES IN SHARE CAPITAL DURING THE PAST THREE YEARS AND SHARE CAPITAL AS AT DECEMBER 31, 2021

Number of Amount of Number of

Nominal shares the capital cumulated Total share
SHARE CAPITAL AS AT value created variation shares capital
DECEMBER 31, 2021 711,663,925 €7,116,639.25
Exercise of warrants €0.01 6,162 €61.62 - -
Allocation of performance shares €0.01 265,380 €2,653.80 - -
DECEMBER 31, 2020 711,392,383 €7,113,923.83
Exercise of warrants €0.01 12,272 €122.72 - -
Allocation of performance shares €0.01 1,423,753 €14,237.53 - -
DECEMBER 31, 2019 709,956,358 €7,099,563.58
Exercise of warrants €0.01 9,504 €95.04 - -
Exercise of stock options €0.01 2,038 €20.38 - -

7.3.2 Dilutive instruments

As of December 31, 2021 and as of the date of this Document, the The number of shares that could derive from our dilutive
only dilutive instruments issued were stock options and instruments in circulation on December 31, 2021, on the basis of
performance shares (see section  4.2.2.2 E of this Document) as their terms in force as of this date, as well as the corresponding
well as warrants described below. percentage of dilution are presented in the table below.

12.31.2021 Dilution %
Stock-options 11,904,700 1.67%
Performance shares 5,421,173 0.76%
Warrants #1 29,449,805 4.14%
Warrants #2 47,922,360 6.73%

Warrants
The following table sets out some of the key characteristics of the warrants issued in the framework of the implementation of our
financial restructuring on February 21, 2018 and exercisable during financial year 2021:

Warrants #1 Warrants #2
Number of warrants issued 22,133,149 71,932,731
Exercise ratio 3 Warrants #1 for 4 new shares 3 Warrants #2 for 2 new shares
Exercise price €3.12 per new share €4.02 per new share
Maximum number of shares to be issued upon exercise of the 29,477,536  (a)
47,955,154
warrants (subject to adjustments)
Expiry date of the warrants  February 21, 2022(b) February 21, 2023
(a) The 24,996 Warrants #1 allocated to the Company in connection with the treasury shares were cancelled.
(b) As at the date of this Document, Warrants #1 have expired.

258
 INFORMATION ON SHARE CAPITAL, SHAREHOLDERS AND GENERAL MEETINGS
General information on the Company’s share capital 7
● Warrants #1: warrants allocated to the shareholders of CGG; These warrants can be exercised pursuant to the terms and
● Warrants #2: warrants associated with new shares (ABSA), all conditions described in the prospectuses no.  17-551 dated
of which were subscribed by holders of preferential October 13, 2017 and no. 18-018 dated January 16, 2018.
subscription rights.

7.3.3 Share buyback program

A. Share buyback program approved by the The maximum number of shares that we are entitled to hold is
10% of our share capital as at the time of the purchase, less any
General Meeting held on May 12, 2021 shares acquired under previous authorizations. Notwithstanding
At the General Meeting held on May 12, 2021, our shareholders the above, pursuant to Article  L.  225-209, paragraph  6 of the
authorized the Board of Directors to acquire up to 10% of our French Commercial Code, the number of shares that may be
share capital through purchases of shares and to resell shares so acquired and retained for possible use for payment or exchange in
acquired for the 18  months following the date of such meeting, the context of a merger, demerger or contribution may not exceed
with the following objectives: 5% of the share capital.
● to ensure the facilitation of the secondary market or the This authorization was granted for an 18-month period from the
liquidity of our shares through a liquidity contract entered into date of the General Meeting approving the program, i.e.  until
with an investment service provider acting in compliance with November 11, 2022.
the market practice admitted by the French Autorité des As of the date of this Document, this share buyback program was
marchés financiers (as amended from time to time); and not implemented.
● to deliver shares on the exercise of rights attached to securities
giving access, immediately or in the future, to the Company’s As of December  31, 2021, the Company held 24,996 of its own
shares by redemption, conversion, exchange, presentation of a shares.
warrant or by any other means;
● to retain or remit, immediately or in the future, shares in B. Share buyback program proposed to the
exchange for shares in connection with mergers, spin-offs or General Meeting to be held in 2022
contributions, or in exchange, as payment or otherwise in the
framework of external growth transactions, within the limit of A share buyback program will be submitted to the General
5% of the share capital; Meeting to be held in 2022 in order to acquire up to 10% of our 7
● to allocate or sell shares thus acquired to employees and/or share capital through purchases of shares and to resell shares so
corporate officers (under the terms and conditions provided for by acquired for the 18  months following the date of such meeting,
law), in particular with a view to the allocation of performance with the following objectives:
shares pursuant to the provisions of Articles L. 22-10-59 et seq. of ● to ensure the facilitation of the secondary market or the
the French Commercial Code, the allocation or sale of shares to liquidity of our shares through a liquidity contract entered into
employees in connection with their profit-sharing scheme or the with an investment service provider acting in compliance with
implementation of any Company or Group savings plan (or similar the market practice admitted by the French Autorité des
plan) under the terms and conditions provided for by law and in marchés financiers (as amended from time to time);
particular Articles L. 3332-1 et seq. of the French Labor Code, and in
● to deliver shares on the exercise of rights attached to securities
general, to meet obligations related to stock option plans or other
giving access, immediately or in the future, to the Company’s
share allocations to employees or corporate officers of the
shares by redemption, conversion, exchange, presentation of a
Company or an associated company, or to cover a shareholding
warrant or by any other means;
offer structured by a banking institution, or an entity controlled by
such an institution within the meaning of Article L.  233-3 of the ● to retain or remit, immediately or in the future, shares in

French Commercial Code, made at the Company’s request; exchange for shares in connection with mergers, spin-offs or
contributions, or in exchange, as payment or otherwise in the
● to cancel the shares through a capital reduction, in the
framework of external growth transactions, within the limit of
framework of the authorization in place to reduce the share
5% of the share capital;
capital granted by the General Meeting; and
● to allocate or sell shares thus acquired to employees and/or
● generally, to implement any market practice that may be
corporate officers (under the terms and conditions provided for by
admitted by the French Autorité des marchés financiers and,
law), in particular with a view to the allocation of performance
more generally, to carry out any other transaction in
shares pursuant to the provisions of Articles L. 22-10-59 et seq. of
accordance with applicable regulations (in such a case, the
the French Commercial Code, the allocation or sale of shares to
Company will inform its shareholders by means of a press
employees in connection with their profit-sharing scheme or the
release).
implementation of any Company or Group savings plan (or similar
In accordance with these objectives (save for liquidity contracts), plan) under the terms and conditions provided for by law and in
the treasury shares so acquired may be either cancelled, sold or particular Articles L. 3332-1 et seq. of the French Labor Code, and
otherwise transferred. The shares may be acquired, sold or in general, to meet obligations related to stock option plans or
transferred, on one or several occasions, by any means, including other share allocations to employees or corporate officers of the
by individual agreement or market purchase, by an offer to buy, or Company or an associated company, or to cover a shareholding
in a block of shares and at any moment, but not during a take-over offer structured by a banking institution, or an entity controlled by
bid. The maximum amount of share capital that can be purchased such an institution within the meaning of Article L.  233-3 of the
or transferred as block of shares can be up to the total authorized French Commercial Code, made at the Company’s request;
amount under this program. ● to cancel the shares through a capital reduction, in the

The General Meeting approved a maximum purchase price of framework of the authorization in place to reduce the share
€4.02 per share. capital granted by the General Meeting; and

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General information on the Company’s share capital

● generally, to implement any market practice that may be The maximum purchase price proposed to the General Meeting is
admitted by the French Autorité des marchés financiers and, set at €4.02 per share.
more generally, to carry out any other transaction in
accordance with applicable regulations (in such a case, the The maximum number of shares that we are entitled to hold is
Company will inform its shareholders by means of a press 10% of our share capital as at the time of the purchase, less any
release). shares acquired under previous authorizations. Notwithstanding
the above, pursuant to Article  L.  22-10-62, paragraph  6 of the
In accordance with these objectives (save for liquidity contracts), French Commercial Code, the number of shares that may be
the treasury shares so acquired could either be cancelled, sold or acquired and retained for possible use for payment or exchange in
otherwise transferred. The shares could be acquired, sold or the context of a merger, demerger or contribution may not exceed
transferred, on one or several occasions, by any means, including 5% of the share capital.
by individual agreement or market purchase, by an offer to buy, or
This authorization would be granted for an 18-month period from
in a block of shares and at any moment, but not during a take-over
the date of the General Meeting approving the program.
bid. The maximum amount of share capital that can be purchased
or transferred as block of shares could be up to the total
authorized amount under this program.

7.3.4 Delegations of powers granted to the Board of Directors

in force in the course of 2021
The tables below summarize the various delegations granted by the General Meeting to the Board of Directors, which are currently in
force.

Authorizations in force in 2021

Use of the
Resolution number Maximum authorized authorization
– General Meeting Period amount in 2021
STOCK-OPTIONS AND PERFORMANCE SHARES
Stock-options* 17th – GM 06.16.2020: 26 months 0.60% of the share capital 06.24.2021:
Allocation to the employees on 06.16.2020, with a sub- allocation of 1,910,920
and senior executive officers ceiling of 0.11% of the share stock-options,
capital on 06.16.2020 for i.e. 0.269% of the share
senior executive officers capital on 06.16.2020
No discount
Performance shares* 16th – GM 06.16.2020: 26 months 0.634% of the share capital 06.24.2021:
Allocation to the employees 06.16.2020, with a sub- allocation of 2,427,905
and senior executive officers ceiling of 0.071% of the performance shares,
share capital on 06.16.2020 i.e. 0.342% of the share
for senior executive officers capital on 06.16.2020
SHARE CAPITAL INCREASES
By incorporation of reserves, 16th – GM 05.12.2021 26 months €711,394 (a), i.e. 10% of the None
profits, premiums or other Company’s share capital as
of the date of convening of
the General Meeting
With preferential subscription 17th –  GM 05.12.2021 26 months €3,556,968 (b), i.e. 50% of the None
right Company’s share capital as
of the date of convening of
the General Meeting
Without preferential 18th –  GM 05.12.2021 26 months €711,394 (a), i.e. 10% of the None
subscription right, within the Company’s share capital as
scope of public offerings other of the date of convening of
than the ones referred to in the General Meeting
Article L. 411-2 of the French
Monetary and Financial Code
Without preferential 19th –  GM 05.12.2021 26 months €711,394 (a), i.e. 10% of the None
subscription right, within the Company’s share capital as
scope of public offerings of the date of convening of
referred to in Article L. 411-2 1° the General Meeting
of the French Monetary and
Financial Code

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Authorizations in force in 2021
Use of the
Resolution number Maximum authorized authorization
– General Meeting Period amount in 2021
Increase of the number of 21 –  GM 05.12.2021
st
26 months 15% of the initial issue None
securities to be issued by the
Company in the event of a
share capital increase with or
without preferential
subscription right
Increase of capital, reserving 22nd –  GM 05.12.2021 26 months 2% of the Company’s share None
the subscription of the shares capital as of the date of the
to be issued to members of a General Meeting
Company savings plan (plan
d’épargne entreprise)* (c)
In consideration of 23rd –  GM 05.12.2021 26 months €711,394 (a), i.e. 10% of the None
contributions in kind Company’s share capital as
of the date of convening of
the General Meeting
SHARE BUY-BACK PROGRAM
Share repurchase* 15th – GM 05.12.2021 18 months 10% of the share capital None
Maximum amount:
€4.02 per share
CAPITAL REDUCTIONS
Share cancellation 24th – GM 05.12.2021 26 months 10% of the share capital None
(a) To be deducted from the aggregate ceiling of €3,556,967,51 set forth in the 17  resolution of the General Meeting held on May 12, 2021 (see (b) below).
th

(b) Aggregate ceiling for share capital increases, any operations considered, with the exception of stock-options and performance shares allocations. 7
(c) Category of persons under Article L. 225-138 of the French Commercial Code.
* Renewal proposed at the the 2022 General Meeting.

7.3.5 Securities not giving access to the share capital

Secured bonds due 2027 these notes, CGG SA, as issuer, and certain of its subsidiaries, as
guarantors, and The Bank of New York Mellon, London Branch, as
On April 1, 2021, CGG SA issued 2027 secured bonds at 8.75% for trustee, among others, executed an indenture dated April 1, 2021
a nominal amount of 500 million US dollars and 2027 secured (for more information on the 2027 Bonds, please refer to Note 2
bonds at 7.75% for a nominal amount of 585 million euros and 13 of our 2021 Consolidated Financial Statements).
(together , the “2027 Bonds”). In connection with the issuance of

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7.4 GENERAL INFORMATION ON THE COMPANY’S

GENERAL MEETINGS
7.4.1 Convening (Articles 14.2 and 14.3 of the articles
of association)
The General Meeting is convened and makes decisions under the conditions set forth by law. The General Meeting meets at the head
office or at any other place as may be indicated in the notice of convening.

7.4.2 Conditions to attend and vote at General Meetings

(Article 14.6 of the articles of association)
Subject to the provisions of Articles L.  225-104 et  seq. of the The General Meeting is composed of all the shareholders,
French Commercial Code, the conditions for shareholders to whatever the number of shares they hold.
attend the General Meetings of the Company are described in
Articles 14, 15 and 16 of the articles of association. Shareholders may participate in General Meetings in accordance
with the terms and conditions provided for by the regulations in
force.

7.4.3 Double voting rights (Article 14.6 of the articles

of association)
As from May  22, 1997, a double voting right is allocated to all The double voting right ceases ipso jure for any share having been
registered and fully paid-up shares registered in the name of the subject to a conversion to bearer form or a transfer of ownership
same holder for at least two years. subject to exceptions provided for by law.
In the event of an increase in capital by incorporation of reserves, In accordance with Article L.  225-99, paragraph  2, of the French
profits or paid in capital, this double voting right is granted to Commercial Code, the Extraordinary General Meeting cannot
registered shares allocated free to a shareholder as soon as they withdraw the double voting rights without a prior authorization
are issued, at the rate of the former shares for which he benefits granted by a special meeting of the holders of these double voting
from this right. rights.

7.4.4 Threshold crossings to be notified to the Company

(Article 7.2 of the articles of association)
Any shareholder who directly or indirectly (as per the provisions of Failure to comply with these notification requirements may result,
Article L.  233-7 of the French Commercial Code) acquires at the request, recorded in the minutes of the General Meeting, of
ownership or control of shares representing 1% or any multiple one or several shareholders holding at least 1% of the capital, in
thereof of the share capital or voting rights, or whose the shares in excess of the relevant threshold being deprived of
shareholding falls below any such limit, must inform us within five voting rights for all Shareholder Meetings until the end of a two-
trading days of the crossing of the relevant threshold, of the year period following the date on which the owner thereof has
number of shares then owned by such shareholder. complied with such notification requirements.

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General information on the Company’s General Meetings 7
7.4.5 Legal threshold crossings in 2021 and as of the date of this
Document
The table below shows all the legal threshold crossings reported during fiscal year 2021 and as of the date of this Document.

Number of
Date of the Date of the Threshold shares after the In % of the In % of the
notification transaction crossed Above/Below crossing share capital voting rights
By River & Mercantile
02.25.22 02.22.22 5% Below 14,282,168 2.01 2.00
By FIL Limited
02.21.22 02.15.22 5% Above 37,082,385 5.21 5.21
By BlackRock Inc.
03.26.21 03.25.21 5% Below 35,162,372 4.94 4.94
03.23.21 03.19.21 5% Above 37,838,316 5.32 5.32
03.19.21 03.18.21 5% Below 31,964,758 4.49 4.49
03.18.21 03.17.21 5% Above 36,022,921 5.06 5.06
By Norges Bank
01.13.21 01.08.21 5% Below 33,796,572 4.75 4.75
01.12.21 01.07.21 5% Above 37,341,358 5.25 5.25

7
7.4.6 Titres au porteur identifiables (Article 7.1 of the articles
of association)
The Company may avail itself of the legal procedure known as nationality, address and the number of shares held by holders of
titres au porteur identifiables, according to which the Company is those of the Company's securities which have, or which may in the
entitled to request Euroclear France to disclose the name, future acquire, voting rights.

7.4.7 Legal entity or natural person which/who may control

the Company
As of the date of this Document, no natural person nor any legal entity has control over the Company. As of the date of this document, there
is no specific measure in place to prevent a potential attempt to take over the Company. Aside from the legal and regulatory threshold
crossing notification requirements, the only existing control over the interest owned by each of our shareholders in our share capital is the
notification imposed by the Company's articles of association when crossing the threshold of 1% of the share capital or the voting rights.

7.4.8 Changes in the share capital and voting rights

There are no specific rules in the Company’s articles of association relating to the change in the share capital or the rights attached to
the securities constituting the share capital. As a consequence, these changes shall be carried out in accordance with legal
requirements.

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7.4.9 Items likely to have an influence in the event of a take-over bid

Pursuant to Article L. 22-10-11 of the French Commercial Code, you will find below the elements which are likely to have an influence in
case of a take-over bid.

Capital structure of the Company List of holders of any security with special
Notice of crossing of a statutory threshold
control rights and related description
Pursuant to Article  7.2 of the Company's articles of association, There is no holder of securities with special rights.
any shareholder holding directly or indirectly a portion amounting
to 1% of the stock capital or of the voting rights or a multiple of
this percentage, within the meaning of Article L.  233-7 of the
Control mechanism included in a potential
French Commercial Code, shall give notice to the Company of the system of employee share ownership, when
number of shares or voting rights he holds, within five trading control rights are not exercised by them
days from the date on which one of these thresholds was
exceeded. Not applicable
In the event of failure to comply with this notification requirement,
and upon request of one or several shareholders holding at least Agreements between shareholders which
1  percent of the capital, such request being recorded in the the Company is aware of and which are likely
minutes of the General Meeting, those shares in excess of the
fraction that should have been declared shall be deprived of their
to restrict share transfers and the exercise
voting rights from the date of said General Meeting and for any of voting rights
other subsequent General Meeting to be held until the expiry of a
two-year period following the date on which the required As of December  31, 2021, no agreements between shareholders
notification of the passing of the threshold has been complied were notified to the Company.
with.
Similarly, any shareholder whose shareholding is reduced below Rules applicable to the appointment and
one of these thresholds shall give notice thereof to the Company replacement of members of the Board
within the same five-day period. of Directors as well as the modification
Double voting right
of the articles of association
As from May 22, 1997, a double voting right has been allocated to The rules applicable to the appointment and replacement of
all registered and fully paid-up shares registered in the name of Board of Directors’ members are described in Article  14 of the
the same holder for at least two years. articles of association. The rules applicable to the modification of
articles of association are described in Article L.  225-96 of the
French Commercial Code.
Statutory restrictions concerning the
None of these rules is likely to have an influence in case of a take-
exercise of voting rights and share transfers over bid.
or clauses of agreements which the
Company is aware of, in compliance with Powers of the Board of Directors,
Article L. 233-11 of the French Commercial in particular the issuance or re-purchase
Code of shares
There is no statutory restriction to the exercise of voting rights
The Board of Directors does not have any specific power likely to
and share transfers. The Company is not aware of any agreement
have an influence in case of a take-over bid. The delegations of
in application of Article L. 233-11 of the French Commercial Code.
competence currently in force (presented under section 7.3.4 of
this Document) cannot be used by the Board of Directors in case
Direct or indirect shareholding in the share of a take-over bid.
capital of the Company notified pursuant
to sections L. 233-7 and L. 233-12
of the French Commercial Code
See sections 7.1.2 and 7.1.3 of this Document.

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Agreements entered into by the Company Agreements providing for severance
and modified or terminated in the event of payments to corporate officers or employees
change of control over the Company who resign or who are dismissed without
The indentures governing the Company's outstanding senior notes
cause or whose employment is terminated in
and certain of its credit facilities provide for an early redemption the event
of the loans, at the option of the lenders, in the event of a change of a take-over bid
of control, pursuant to the terms specified in each agreement.
In addition to the agreements referred to section  4.2.1.2.b)xi. of
this Document with respect to the Company’s corporate officers,
we inform you that certain executives of the Group benefit from a
protection letter providing for a severance payment in the event of
dismissal or change of control. The amount of such severance
payment depends upon the positions and classifications of each of
the concerned persons.

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266
 8
ADDITIONAL INFORMATION
8.1 INFORMATION ABOUT 8.4 STATUTORY AUDITORS 269
THE COMPANY 268
8.1.1 Registered name 268 8.5 PUBLICLY AVAILABLE
8.1.2 Place and number of registration/APE code 268 DOCUMENTS 269
8.1.3 Date of registration and duration of the
Company (Article 5 of the articles of association) 268 8.6 PERSONS RESPONSIBLE FOR THIS
8.1.4 Registered address and phone number –  UNIVERSAL REGISTRATION
Legal form – Applicable law – Country of origin 268 DOCUMENT 270
8.1.5 Corporate object (Article 2 of the articles
of association) 268
8.7 CROSS-REFERENCE TABLES 271
8.1.6 Fiscal year (Article 18 of the articles
of association) 268 8.7.1 Cross-reference table for the Universal
8.1.7 Legal entity identifier (LEI) 268 Registration Document 271
8.1.8 Website 268 8.7.2 Cross-reference table for the management
report/report on corporate governance 276
8.7.3 Cross-reference table for the annual financial
8.2 MATERIAL CONTRACTS 269 report 278
8.7.4 Universal Registration Document/Cross-
8.3 RELATED PARTY reference table Non-Financial Performance
TRANSACTIONS 269 Statement 278

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8 ADDITIONAL INFORMATION
Information about the Company

8.1 INFORMATION ABOUT THE COMPANY

8.1.1 Registered name
Registered name: CGG

8.1.2 Place and number of registration/APE code

The Company is registered with the Évry Commercial court registry under registration number 969 202 241 RCS Évry.
APE code: 7490B

8.1.3 Date of registration and duration of the Company

(Article 5 of the articles of association)
The Company was incorporated in on March  27, 1931 for a 99-year duration, i.e.  until March  26, 2030 –  unless earlier dissolution or
extension approved by the General Meeting.

8.1.4 Registered address and phone number – 

Legal form – Applicable law – Country of origin
The registered address of the Company is located at 27  avenue The Company is a French société anonyme (Article  1 of the
Carnot, 91300 Massy, France. articles of association).
Phone number is +33 (0)1 64 47 30 00. The Company is governed by the French Commercial Code and,
more generally, by French laws and regulations, as its has been
registered in France since its incorporation in 1931.

8.1.5 Corporate object (Article 2 of the articles of association)

The corporate object of the Company is as follows: ● direct or indirect participation in any business, firm or Company
● Development and operation in any form and under any
whose object would be likely to promote the corporate
conditions whatsoever, of all and any business relating to the object; and
identifying, assessing, understanding and/or solving the Earth’s ● generally, any business, industrial, mining, financial, personal
natural resource, environmental and infrastructure challenges, or real property operations relating directly or indirectly to the
through different techniques, including but not limited to the above object without limitation or reserve.
data, technology, services and equipment that are required to
understand and monitor these challenges, in any and all
countries, on behalf of third parties or on its own behalf;

8.1.6 Fiscal year (Article 18 of the articles of association)

The Company’s fiscal year starts on January 1 and ends on December 31.

8.1.7 Legal entity identifier (LEI)

The Company’s Legal Entity Identifier is 969500FCVQ5SLAAUJV59.

8.1.8 Website
The Company’s website is www.cgg.com.

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 ADDITIONAL INFORMATION
Publicly available documents 8
8.2 MATERIAL CONTRACTS
The following material contracts were concluded in the course of The Step-In Agreements will not impact CGG’s financial
the past two years: statement of position unless a trigger event occurs. In that event,
our obligations under the Capacity Agreement would be
Agreements entered into between CGG and terminated and replaced by our obligations under the Step-In
Shearwater in the context of the Group’s exit from Agreements, representing a lower amount of commitment
the Contractual Data Acquisition segment: compared to the Capacity Agreement.

Capacity Agreement: Idle Vessels Compensation Please refer to section 1.1.3.1 “Exit of Contractual Data Acquisition
and off-market component business” of this Document for more details.

On January  8, 2020, the Capacity Agreement between CGG and Agreements entered into in connection with
Shearwater became effective. The main terms and conditions of the Financial Restructuring
the agreement are set out in section  1.1.3.1 “Exit of Contractual
Data Acquisition business” of this Document. The following contracts were entered into in connection with the
implementation of the financial restructuring plan, which was
Step-In Agreements finalized on April 1, 2021 and are reported here for information:
CGG is required under the Payment Instructions Agreement to pay ● secured bonds due in 2027 issued by CGG SA (for more

amounts due under the Capacity Agreement directly to the GSS information, please refer to Note 2 and 13 of the consolidated
subsidiaries to cover Shearwater CharterCo’s obligations under its accounts);
bareboat charter agreements. ● a super senior revolving credit agreement due in 2025 signed
by CGG SA (for more information, please refer to Note 2 and 13
of the consolidated accounts).

8.3 RELATED PARTY TRANSACTIONS

Please refer to note 27 to the 2021 consolidated financial statements in section 6.1 of this Document for more details.
8

8.4 STATUTORY AUDITORS

Ernst & Young et autres Mazars
Member of the Compagnie nationale des Commissaires aux Member of the Compagnie nationale des Commissaires aux
Comptes de Versailles et du Centre Comptes de Versailles et du Centre
Tour First, 1, place des Saisons, TSA 14444, 92037 Paris – Tour Exaltis, 61, rue Henri-Régnault, 92400 Courbevoie
La Défense Cedex
Represented by Jean-Louis SIMON
Represented by Claire CESARI-WALCH
Date of the last renewal: May 15, 2019
Date of the last renewal: May 15, 2019
Duration: until the end of the Ordinary General Meeting convened
Duration: until the end of the Ordinary General Meeting convened to approve the 2024 financial statements
to approve the 2024 financial statements

8.5 PUBLICLY AVAILABLE DOCUMENTS

The articles of association, reports, mail and other documents of the Company, as well as its historical financial data and those of its
subsidiaries for the last two years prior to the disclosure of this document, may be consulted directly at the Company’s registered office.

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8 ADDITIONAL INFORMATION
Persons responsible for this Universal Registration Document

8.6 PERSONS RESPONSIBLE FOR THIS UNIVERSAL

REGISTRATION DOCUMENT

Name and function of persons responsible

Sophie ZURQUIYAH, Chief Executive Officer
Yuri BAIDOUKOV, Chief Financial Officer

Statement of the persons responsible

“We hereby testify that the information contained in this Universal Registration Document is, to our knowledge, consistent with the facts
and does not omit anything likely to affect its significance.
We declare that, to the best of our knowledge, the financial statements have been prepared in accordance with applicable accounting
standards and give a true and fair view of the assets and liabilities, financial position and results of the Company and all the companies
included in the consolidation, and that the management report referred to in the cross-reference table presented in section 8.7.2 of this
Universal Registration Document presents a true and fair view of changes in the business, the results and financial position of the
Company and all the companies included in the consolidation together with a description of the main risks and uncertainties the
companies face.”

Made on March 11, 2022

Sophie ZURQUIYAH Yuri BAIDOUKOV

Chief Executive Officer Chief Financial Officer

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 ADDITIONAL INFORMATION
Cross-reference tables 8
8.7 CROSS-REFERENCE TABLES
8.7.1 Cross-reference table for the Universal Registration
Document
The table below lists the references to the information required by
Annexes 1 and 2 of Commission Delegated Regulation (EU) 2019/
980 of March 14, 2019, in accordance with the format of the URD.

Section of the Universal

Registration Document
1- Persons responsible, third party information, experts’ reports and competent authority approval
1-1 Identity of persons responsible 8.6
1-2 Declaration of persons responsible 8.6
1-3 Name, address, qualifications of persons acting as experts n.a.
1-4 Confirmation relating to information sourced from a third party n.a.
1-5 Statement relating to the competent authority p. 1 – AMF insert
2- Statutory Auditors
2-1 Identity of the Statutory Auditors 8.4
2-2 Any changes n.a.
3- Risk factors 2.2
Chapter 3
4- Information about the Company
4-1 Legal and commercial name 8.1.1
4-2 Place of registration, registration number and LEI 8.1.2
8.1.7
8
4-3 Date of incorporation and length of life 8.1.3
4-4 Domicile and legal form, legislation governing operations, country of origin, 8.1.4
address and telephone number of the registered office, website with a disclaimer 8.1.8
5- Business overview
5-1 Principal activities 1.2
1.2.1
1.2.2
5-1-1 Nature of operations 1.2.1
1.2.2
6.1.5 Note 19
5-1-2 New products and services 1.1.4
1.2.1
1.2.2
5-2 Principal markets 1.1
1.1.1
1.2
1.2.1
1.2.2
6.1.5 Note 19
5-3 Important events 1.1.3
6.1.5 Note 2
6.2.4 Note 2 (in French only)

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8 ADDITIONAL INFORMATION
Cross-reference tables

Section of the Universal

Registration Document
5-4 Strategy and objectives 1.1
3.2
3.3
3.4
3.5
5-5 Dependence on patents, licenses, contracts and manufacturing processes 2.2.2
3.4.3
5-6 Statement regarding competitive position 1.2.1
1.2.2
5-7 Investments 1.4
6.1.5 Notes 7 & 8
5-7-1 Material investments 1.4
6.1.5 Notes 7 & 8
5-7-2 Material investments in progress or pending 1.4
6.1.5 Notes 7 & 8
5-7-3 Information on joint ventures and associates 1.2.2
5.1
6.1.5 Note 27
6.2.4 Note 23 (in French only)
5-7-4 Environmental issues that may affect the use of property, plant and equipment 3.5
6- Organizational structure
6-1 Brief description of the Group 1.1
1.6
5.1.1
6-2 List of significant subsidiaries 1.6.1
6.1.5 Note 31
7- Operating and financial position review
7-1 Financial condition 1.5
Chapter 5
Chapter 6
7-1-1 Development of performance and financial position including financial and, where appropriate, 1.5
non-financial key performance indicators 3.7
5.1
5.1.3
6.1
6.2
7-1-2 Indication of future development and activities in the field of research and development 1.3
3.4.1
3.4.3
6.1.5 Note 20
6.2.4 Note 1 (in French only)
7-2 Operating results 1.5
5.1
6.1
6.2 (in French only with the
exception of 6.2.5 and 6.2.6)
7-2-1 Significant factors, unusual or infrequent events or new developments 1.1.3
5.1.2
7-2-2 Reasons for material changes in net sales or revenues n.a.

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 ADDITIONAL INFORMATION
Cross-reference tables 8
Section of the Universal
Registration Document
8- Capital resources
8-1 Information concerning capital resources 5.1
6.1.2
6.1.4
6.2.1 (in French only)
8-2 Cash flows 5.1.4
6.1.3
6.1.5 Note 28
6.2.3 (in French only)
8-3 Borrowing requirements and funding structure 2.2.5.1
5.1.3
6.1.5 Note 13
6.2.4 Note 9 (in French only)
8-4 Restrictions on the use of capital resources 2.2.5.1
8-5 Anticipated sources of funds n.a.
9- Regulatory environment
Description of the regulatory environment that may affect the Company’s business 2.2.6
2.5
10- Trend information
10-1 Description of the most significant trends and any significant change in the financial 1.1.4
performance of the Group since the end of the last fiscal year 1.7
6.1.5 Note 30
6.2.4 Note 24 (in French only)
10-2 Events likely to have a material effect on prospects 1.1.3
1.7
2.2.1
6.1.5 Note 30
6.2.4 Note 24 (in French only) 8
11- Profit forecasts or estimates
11-1 Published profit forecasts or estimates 1.1.5
11-2 Statement setting out the principal forecast assumptions 1.1.5
11-3 Statement of comparability with the historical financial information and consistency 8.6
with the accounting methods
12- Administrative, management and supervisory bodies and senior management
12-1 Information about members 4.1.2.1
4.1.2.2
4.1.3
12-2 Conflicts of interest 4.1.3
4.1.6
4.2.1.1
13- Remuneration and benefits
13-1 Remuneration paid and benefits in kind 4.2.1
4.2.2
6.1.5 Note 26
6.2.4 Note 22 (in French only)
13-2 Provisions for pension, retirement or similar benefits 4.2.1
4.2.2
6.1.5 Note 16
6.2.4 Notes 1 and 8 (in French only)

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Section of the Universal

Registration Document
14- Board practices
14-1 Date of expiration of terms of office 4.1.3.1
14-2 Service agreements between members of administrative, management or supervisory bodies 4.1.6
and the Company
14-3 Information about the Audit Committee and Remuneration Committee 4.1.3.3. b
14-4 Statement of compliance with the applicable corporate governance regime 4.1.1
4.2.1
14-5 Potential future changes in corporate governance n.a.
15- Employees
15-1 Number of employees 1.1
6.1.5 Note 25
6.2.4 Note 21 (in French only)
15-2 Shareholdings and stock options 4.2.2
6.1.5 Note 15
6.2.4 Note 7 (in French only)
15-3 Arrangements for involving the employees in the capital 4.2.2
16- Major shareholders
16-1 Shareholders holding more than 5% of the capital 7.1.2
16-2 Existence of different voting rights 7.4.3
7.4.8
6.1.5 Note 15
16-3 Direct or indirect control 7.4.7
16-4 Arrangements the operation of which may result in a change in control 7.4.9
17- Related party transactions 8.3
6.1.5 Note 27
18- Financial information concerning the Company’s assets and liabilities, financial position and profits and losses
18-1 Historical financial information Chapter 5
Chapter 6
18-1-1 Audited historical financial information covering the latest three financial years and audit 6.1
report 6.2 (in French only with the
exception of 6.2.5 and 6.2.6)
18-1-2 Change of accounting reference date n.a.
18-1-3 Accounting standards 5.1.1
6.1.5 Notes 1 and 19
6.2.4 Note 1 (in French only)
18-1-4 Change of accounting framework n.a.
18-1-5 Balance sheet, income statement, change in equity, cash flow statement, accounting 5.1.3
methods and explanatory notes 6.1
6.2 (in French only with the
exception of 6.2.5 and 6.2.6)
18-1-6 Consolidated financial statements 6.1
18-1-7 Age of financial information 6.1
6.2 (in French only with the
exception of 6.2.5 and 6.2.6)
18-2 Interim and other financial information (audit or review reports, where applicable) n.a.

274
 ADDITIONAL INFORMATION
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Section of the Universal
Registration Document
18-3 Auditing of historical annual financial information 6.1.6
6.2.7 (in French only)
18-3-1 Independent audit of historical annual financial information n.a.
18-3-2 Other audited information 3.9
18-3-3 Unaudited financial information n.a.
18-4 Pro forma financial information n.a.
18-5 Dividend policy 2.2.6.2
7.2.1
18-5-1 Description of the policy on dividend distributions and any restrictions 2.2.6.2
7.2.1
18-5-2 Amount of the dividend per share 6.2.4 Note 7
7.2.2
18-6 Legal and arbitration proceedings 1.1.3.3
2.2.2.3
2.4
6.1.5 Notes 2, 3, 17 and 24
6.2.4 Note 15 (in French only)
18-7 Significant change in the financial position n.a.
19- Additional information
19-1 Share capital information 7.1.2
7.3
19-1-1 Amount of subscribed capital, number of shares issued and fully paid 7.1.2
and par value per share, number of shares outstanding 7.3
6.1.5 Note 15
6.2.4 Note 7 (in French only)
19-1-2 Information about shares not representing capital 7.3.5
19-1-3 Number, carrying amount and face value of shares held by the Company 7.1.2 8
7.3.3
19-1-4 Convertible securities, exchangeable securities or securities with warrants 6.1.5 Note 15
6.2.4 Note 7 (in French only)
7.1.2
7.3.2
19-1-5 Terms of any acquisition rights and/or obligations oversubscribed capital not paid up, 4.2
or an undertaking to increase the capital 6.1.5 Note 15
6.2.4 Note 7 (in French only)
7.3.1
19-1-6 Option or conditional or unconditional agreement of any member of the Group 4.2
6.1.5 Note 15
6.2.4 Note 7 (in French only)
7.3.2
19-1-7 History of share capital 7.1.2
7.3.1
19-2 Memorandum and articles of association 8.1.3
19-2-1 Register and corporate purpose 8.1.5
19-2-2 Rights, preferences and restrictions attaching to each share class 7.4.3
7.4.9
19-2-3 Provisions having the effect of delaying, deferring or preventing a change in control 7.4.9
20- Material contracts 8.2
21- Documents available 8.5

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Cross-reference tables

8.7.2 Cross-reference table for the management report/report

on corporate governance
The table below lists the references to sections of the Universal Registration Document corresponding to the required disclosures in the
Board of Directors’ management report and particularly those set out in Articles L. 225-100 et seq., L. 232-1 II and R. 225-102 et seq. of
the French Commercial Code, as well as those disclosures required in the corporate governance report (information referred to in Article
L.  225-37 et  seq. of the French Commercial Code and contained in the specific section  of the management report on corporate
governance).

Section of the Universal

Registration Document
ACTIVITY
Position and activity of the Company and, as applicable, its subsidiaries and controlled companies 1.1
during the previous fiscal year and of all the companies within the scope of consolidation
Analysis of changes in business, results and the financial situation of the Company and the Group 5.1
Key financial and non-financial performance indicators 1.5 / 3
Branches 1.6.1
Research and development activities 1.3
Company and Group foreseeable trends and outlook 1 / 1.1.4 / 1.1.5
Significant events occurring between the fiscal year closing date and the management report 1.7
preparation date
INTERNAL CONTROL AND RISK MANAGEMENT
Main risks and uncertainties 2.2 / 3
Financial risks relating to the impact of climate change 2.2.1.4 / 2.2.1.5 / 2.2.6.1
Exposure to price risk, credit risk, liquidity and cash-flow risks 2.2.5
Internal control and risk management procedures 2.1
Anti-corruption measures 2.2.6.2 / 2.2.6.3 / 3.3.1
CORPORATE GOVERNANCE
Reference to a Code of Corporate Governance 4.1.1.a
Composition, preparation and organization of the works of the Board of Directors 4.
List of all terms of office and functions held in any company by the corporate officers during the 4.1.2.1.b
fiscal year
Diversity policy applicable to the Board of Directors 4.1.3.e
General Management organization 4.1.1
Potential limits on Chief Executive Officer’s powers 4.1.1.e
Description of the assessment procedure for agreements relating to usual operations and entered 4.1.4
into under normal conditions
Delegations of authority currently in force relating to capital increase and use of these delegations 7.5.4
during the last financial year
Conditions for shareholders' participation at the General Meeting or related provisions of the 7.6.2
articles of association
Items likely to have an influence in the event of a take-over bid:
– Share ownership and capital 7 / 7.1
– Direct or indirect participating interests in the Company’s share capital, of which it is aware 7.4.4
pursuant to Articles L. 233-7 and L. 233-12 of the French Commercial Code
– Restrictions on the exercise on voting rights and transfers of shares provided for in Company 7.4.9
articles or agreements brought to the notice of the Company pursuant to Article L. 233-11 of the
French Commercial Code
– Owners of any securities conferring special rights of control and description of these securities 7.4.9
– Control procedure provided in the event of potential employee shareholdings with control rights 7.4.9
not exercised by the latter

276
 ADDITIONAL INFORMATION
Cross-reference tables 8
Section of the Universal
Registration Document
– Agreements between shareholders of which the Company is aware and which may give rise to 7.4.9
restrictions on share transfers
– Rules governing the appointment and replacement of Board members and the amendment of the 7.4.9
articles of association
– Powers of the Board of Directors and in particular – concerning the issuance or buyback of shares 7.4.9
– Agreements entered into by the Company which are amended or terminated in the event of a 7.4.9
change of control of the Company, unless such disclosure, other than in cases where disclosure
is required by law, would seriously prejudice its interests
– Agreements providing for compensation for members of the Board of Directors or employees, if 7.4.9
they resign or are dismissed without real and serious cause or if their employment is terminated
due to a takeover or exchange offer
Agreements entered into between an agent or a shareholder holding more than 10% of the voting 4.1.5 / 4.1.6
rights and a controlled company within the meaning of Article L. 233.3 of the French Commercial
Code (excluding agreements relating to usual operations and entered into under normal conditions)
Remuneration policy of corporate officers (including, but not limited to, the relative proportion of 4.2.1
fixed and variable compensation, the possibility of claiming back variable compensation,
commitments of any kind made in favor of corporate officers when taking up, terminating or
changing their functions)
Report on the corporate officers’ remuneration for the last financial year (including, but not limited 4.2.2
to, the remuneration granted or paid by a company included in the scope of consolidation, the
annual evolution in remuneration, the way in which the vote of the last General Meeting was taken
into account, any potential deviations from the procedure for implementing the remuneration policy,
any potential suspension of the payment of Directors’ remuneration in the event of failure to
comply with the gender diveristy policy within the Board of Directors)
Ratio of the compensation of each executive corporate officer to the average and median 4.2.2.1.A.f. / 4.2.2.1.B.f.
compensation of Company employees
Stock options and performance share grants 4.2.2.2
INFORMATION ABOUT SHARE CAPITAL
Share ownership and capital 7 / 7.1
8
Acquisition and disposal by the Company of treasury shares 7.1.2
Share buyback programs 7.3.3
Employee share ownership in the Company on the last day of the fiscal year 7.1.2
Grant to and retention by corporate officers of performance shares and/or stock option 4.2.2.1 B.c.vii
Transactions on the Company’s shares by the corporate officers or their close relatives 7.1.3
ACCOUNTING AND FINANCIAL INFORMATION
Modifications to accounts presentation method 5.1
Table of Company results over the past five fiscal years 6.2.6
Indication of the use of financial instruments 5.2
Dividend distributions during the last three fiscal years 5.1.3 (section Statutory financial
statements of CGG SA)/7.2.2
Information on suppliers and customers payment terms 6.2.5
STATEMENT OF NON FINANCIAL PERFORMANCE 3 / See cross-reference table
below
MISCELLANEOUS
Terms of office of Statutory Auditors 8.4
Litigation and arbitration 2.4

277
8 ADDITIONAL INFORMATION
Cross-reference tables

8.7.3 Cross-reference table for the annual financial report

The table below lists the references to sections of the Universal Registration Document corresponding to the information which
constitutes the annual financial report that must be published by listed companies in accordance with Article L. 451-1-2 of the French
Monetary and Financial Code and Article 222-3 of General Regulations of the French Autorité des marchés financiers.

Section of the Universal

Registration Document
Annual financial statements 6.2 (in French only)
6.2.6
Statutory Auditors’ report on the Company’s annual financial statements 6.2.7 (in French only)
Consolidated financial statements 6.1
Statutory Auditors’ report on the Company’s consolidated financial statements 6.1.6
Management report See cross-reference table above
Report on corporate governance See cross-reference table above
Statement of the persons assuming responsibility for the annual financial report 8.6
Statutory Auditors’ fees 6.1.5 Note 32

French Monetary and Financial Code and Article 222-3 of General Regulations of the French Autorité des marchés financiers.

8.7.4 Universal Registration Document/Cross-reference table

Non-Financial Performance Statement
The table below refers to the aspects of the Non-Financial Performance to be found notably in the chapter “Statement on Non-Financial
Performance” that are required by Article L. 225-102-1 and Article L. 22-10-36 of the French Commercial Code.

Section of the Universal

Items Registration Document
Business model Pages 12-13
Description of the main non-financial risks related to the Group’s business 3.1
Results of the implementation of the policies, including key performance indicators 3.1 to 3.8
Respect for Human Rights 3.2.2 / 3.3.2
Fight against corruption and tax evasion 3.3.1
Consequences of the Company’s business on climate change Our withdrawal from Acquisition activities has
significantly reduced the impact of the Company's
activities on climate change. Risks related to energy
transition and market transformation are dealt with in
2.2.1.4. Our environmental performance in 3.5 and
since this year the European green taxonomy in 3.6.
Circular economy Given the nature of our business, this subject was
not considered as material and does not justify
being developed in this report.
Food waste Given the nature of our business, this subject was
not considered as material and does not justify
being developed in this report.
Fight against food insecurity Given the nature of our business, this subject was
not considered as material and does not justify
being developed in this report.
Collective agreements 3.1
Fight against discrimination and promotion of diversity 3.2.1
Societal commitments 3.3
Respect for animal well-being, fair and sustainable responsible nutrition Given the nature of our business, these subjects
were not considered as material and do not justify
being developed in this report.
Report from the ndependent third party on non-financial statement 3.9

278
 ADDITIONAL INFORMATION
Cross-reference tables 8
Cross-reference table Global Compact, SDG, GRI, OECD
OECD
Table of contents Global Compact SDG GRI/G4 principles
Overview of the Group 102 1.6
103
CSR Strategy 102 1.10.15
103
Respecting Ethical 1-2-4-5-6-10 10 200 2.5
Principes
12
Innovating for Society 8-9 9 200 3.7.12.13.14
12 400
Managing Talent 1-2-3-4-5-6 5-8-10 400 4.5.8.9
200
Protecting the 7-8-9 6-11-12-13-14-15 100 5.12
environnement
300

279
280
A French Société Anonyme with a share capital of €7,116,702
Registered office: 27 avenue Carnot, 91300 Massy
France
969 202 241 RCS Évry

This Universal Registration Document, prepared in accordance with Article 212-13 of the General Regulations of the  Autorité des
marchés financiers (French Market Authority), constitutes the 2021 annual report of CGG.
It may be used in support of a financial transaction only if supplemented by a prospectus which received approval from the Autorité des
marchés financiers.
Photo credits: CGG photo library, Sercel photo library, Shutterstock, Patrick Gaillardin.
www.cgg.com