CGG : 2023 Universal Registration Document

Universal Registration

DOCUMENT

2023 including the annual financial report

CONTENT

Message from CEO	04
CGG at a glance	06
Indicators	08
Our strategy	10
Business model	12
Governance	14
	PRESENTATION
1
OF THE CGG GROUP AND ITS
	ACTIVITIES	17
1.1	Objectives and strategy	18
1.2	Business description	24
1.3	Research and development	28
1.4	Investing activities	29
1.5	Selected financial data	30
1.6	CGG Organization	32
	RISK MANAGEMENT AND INTERNAL
2
	CONTROL	35

2.1 Internal control components leading to an

	integrated approach to risk management	36
2.2	Main risk factors and control measures	41
2.3	Insurance	58

3	STATEMENT
	ON NON-FINANCIAL PERFORMANCE	59
3.1	ESG strategy	60
3.2	Offer diversification strategy	63
3.3	Human Resources	66
3.4	Governance and societal issues	73

3.5 Customer satisfaction and intellectual

	property	78
3.6	Environmental performance	83
3.7	EU Green Taxonomy	88
3.8	Reporting scope and method	94
3.9	Indicators	95

3.10 Independent third party's report on

	consolidated non-financial statement
	presented in the management report	101
	CORPORATE GOVERNANCE	105
4
4.1	Governance bodies	106
4.2	Remuneration	136

5	OPERATING AND FINANCIAL
	REVIEW	175
5.1	Introduction	176
5.2	2023 Operating Results	177
5.3	CGG SA Statutory financial statements	183

5.4 Information on the use of financial

	instruments	184
	2023 FINANCIAL STATEMENTS -
6
	FINANCIAL INFORMATION
	ON THE COMPANY'S ASSETS,
	FINANCIAL POSITON AND RESULTS	185

6.1 2022-2023 CGG consolidated financial

statements

186

6.2 2022-2023 Statutory financial statements of

	CGG SA	259
	INFORMATION
7
	ON SHARE CAPITAL, SHAREHOLDERS
	AND GENERAL MEETINGS	263
7.1	Ownership of share capital	264
7.2	Distribution of earnings - dividends	266

7.3 General information on the Company's share

capital

267

7.4 General information on the Company's

	General Meetings	271
	ADDITIONAL INFORMATION	275
8
8.1	Information about the Company	276
8.2	Related party transactions	277
8.3	Statutory Auditors	277
8.4	Publicly available documents	277

8.5 Person responsible for this Universal

	Registration Document	278
8.6	Cross-reference tables	279
8.7	Glossary	290

UNIVERSAL REGISTRATION DOCUMENT 2023

A UNIQUE RANGE OF GEOSCIENCE

TECHNOLOGIES AND SOLUTIONS

This Universal Registration Document can be consulted and downloaded from the website

www.cgg.com

This Universal Registration Document was filed on March 14, 2024 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 Universal Registration Document is a reproduction of the official version which has been prepared in ESEF (European Single Electronic Format) and is available on the issuer's website (www.cgg.com).

This Document is a non-binding translation into English of the Universal Registration Document of the Company issued in French and is provided solely for information purposes. In case of discrepancies between the French and English versions of the Universal Registration Document, the French version shall prevail.

UNIVERSAL REGISTRATION DOCUMENT 2023 / 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 2022: Group consolidated financial statements for the year ended December 31, 2022 and the related Statutory Auditors' report, Company statutory financial statements and related Statutory Auditors' report, 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 16, 2023, under number D.23-0096;
• for fiscal year 2021: Group consolidated financial statements for the year ended December 31, 2021 and the related Statutory Auditors' report, Company statutory financial statements and related Statutory Auditors' report, 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 11, 2022, under number D.22-0087.

The information included in these two universal registration documents other than the ones mentioned above has been, where applicable, replaced and/or updated by the information included in this Universal Registration Document.

2 / UNIVERSAL REGISTRATION DOCUMENT 2023

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.

UNIVERSAL REGISTRATION DOCUMENT 2023 / 3

MESSAGE from the CEO

SOPHIE ZURQUIYAH

"We combine human ingenuity, data, and new technology to understand and solve the world's natural resource, digital environment and infrastructure challenges

for a more sustainable future."

HOW WOULD YOU SUMMARIZE 2023?

Let me start first by saying that our priorities in 2023 were focused on revenue growth, the development of our new businesses and cash generation. I was pleased to see that we made good progress towards these goals and are in an encouraging position, as we start 2024, to continue to strengthen our performance. Global upstream capex was up around 15% in 2023, driven mainly by increasing international activity, especially offshore, and in the Middle East. National oil companies (NOCs) continued to take a long-term view, with higher levels of exploration, while most other companies were more focused on production optimization and short-cycle exploration. It is important also to highlight the continued increase that we see in global activity that is dedicated to energy transition, including Carbon Storage and Minerals & Mining, in which we participate.

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MESSAGE FROM CEO

1. SOPHIE ZURQUIYAH I

Overall, 2023 was a year of solid growth for CGG, with revenue up 21% to US$1.12 billion, mainly driven by the strong growth of GEO, up 18% to US$335 million and SMO up 68% to US$453 million, both back to pre-covid levels. Demand for our technologies is increasing, especially for high-end imaging and ocean bottom nodes, two domains where CGG is a clear leader. Our EDA business was down 10% to US$337 million, as solid prefunding revenues of US$194 million with a 113% cash prefunding rate, were offset by lower year-end spending and after-sales.

The company organically delivered around US$32 million positive net cash flow in 2023, despite US$(66) million of penalty fees from vessel commitments, and investments in our new businesses.

As we focused on improving our financial performance, we also ensured that we progressed our excellence in ESG. In 2023, we continued to be recognized with the highest industry rating by MSCi and Sustainalytics, and we reduced, by half, our scope 1 & 2 emissions, down to 19 kt CO2 for 2023, a very low number, which we will continue to reduce as we move forward.

ARE THE NEW BUSINESSES DEVELOPING IN LINE WITH YOUR EXPECTATIONS?

In 2023, we continued to invest in the development of our new businesses, and I was pleased to see that in just two years along our strategic path, revenue from these new businesses was close to US$90 million. We are developing our capability and credentials, and I am increasingly confident in their future potential.

In the low carbon space, including Carbon Storage and Minerals & Mining, CGG completed its Earth Data airborne program in southeast Arizona, focused on mining exploration and development. We also started the prefunded westward expansion of the carbon storage Gulf

of Mexico study. In Geoscience, several significant imaging and multi-physics contracts were awarded for imaging and characterization, providing insights as to the value of our technology for those applications. We signed multiple collaboration agreements with industrial partners, specialized in the CO2 storage value chain.

In high performance computing (HPC), we made significant progress, with the signature of our first three commercial HPC services contracts. The first of which was the exclusive HPC cloud partnership with a pharma software company that uses artificial intelligence (AI) to accelerate drug development. In early October, we opened our new UK high- performance computing hub in Southeast England bringing CGG's global total to just over 500 petaflops.

In Infrastructure Monitoring (IM), our revenues in 2023 increased by around 30% year on year, mainly as we started to leverage our unique technology together with the extended footprint from our acquisition of Geocomp in 2022. Our technology is validated by large infrastructure management companies in the US, and we regularly perform diagnostic work on large bridges. At the end of 2023, we won a significant railway monitoring contract in Saudi Arabia.

Overall, in 2023, we gained visibility and are setting strong foundations to build significant new revenue streams for CGG.

WHAT ARE THE 2024-2026

PERSPECTIVES OF CGG?

Generally, our macro environment is favorable, with projected multi-year increases in Exploration & Production spend. We expect that moving forward we will continue to see moderate growth from our core markets. We ended the year 2023 with a solid cash position of US$327 million cash liquidity, excluding US$90 million of undrawn RCF.

CGG anticipates net cash flow generation to be similar in 2024, and then to significantly accelerate and represent around US$75-100 million per year during the period 2025-2026, based on the further development of our new businesses, together with continued operational optimization, including the end of our contractual vessel commitments and the positive fall through from the growth of our core activities.

CGG has both a market and technology leadership position. Demand for our technologies should remain strong, as high-end technology and data are increasingly required by our clients to meet their challenging E&P and ESG goals.

I also expect demand for all our new businesses to grow faster than our core businesses. Low carbon energy should accelerate, sustained by the strong push from regulators. We know there are not enough minerals produced to address the energy transition and this must accelerate going forward. HPC is increasingly required, especially as demand for AI/ generative AI continues to accelerate; and globally, aging structures and earthworks require technology that can effectively reduce the costs and risks associated with building, operating, and maintaining this critical infrastructure.

Going forward, our focus is to leverage the growth of the core businesses while optimizing their cash generation and accelerating the development of our new businesses.

Finally, I want to thank the 3,500 women and men of CGG that are committed to serving our clients to the highest standards and continuously advancing our technology to bring more value to our markets.

Sophie Zurquiyah

CEO

UNIVERSAL REGISTRATION DOCUMENT 2023 / 5

CGG AT A GLANCE

2023 KEY OPERATIONAL HIGHLIGHTS

❙ ❙ ❙ MARCH 1ST

❙ ❙ ❙ JULY 3

• ❙ ❙ NOVEMBER 6

SERCEL MAKES MAJOR WING SALE IN CHINA

Sercel completes a major sale of its WiNG nodal acquisition solution into the Chinese petroleum and natural gas market. The contract was awarded by Sinopec, a long-standing key customer, and includes four wireless land nodal acquisition systems for a total of 35,000 field units.

SERCEL WINS MULTIPLE MEGA CREW EQUIPMENT CONTRACTS IN THE MIDDLE EAST

Award to Sercel of multiple major equipment contracts by BGP. The contracts include the delivery of 54 Nomad 65 Neo vibrator trucks and 29,000 GPR300 seabed nodes. The equipment will be used on several major onshore and OBN seismic surveys conducted in the Middle East.

CGG AND LIGHTON COLLABORATE TO EVALUATE INDUSTRIAL HPC AND AI MODELS

CGG and LightOn, a pioneering artificial intelligence (AI) company, join forces to enable LightOn to optimally evaluate and test large language models (LLMs) to support the industrial deployment of AI.

• ❙ ❙ MAY 4

CGG AWARDED EXCLUSIVE CONTRACT TO PROVIDE HPC CLOUD SOLUTIONS TO BIOSIMULYTICS FOR AI-POWERED DRUG DEVELOPMENT

CGG to provide Biosimulytics with a fully customized HPC (high-performance computing), AI and cloud solution. Using CGG's algorithm and HPC expertise enables Biosimulytics to fully scale their breakthrough pharmatech platform which provides pharmaceutical companies worldwide with a powerful predictive simulation capability when developing new drug molecules.

• ❙ ❙ MAY 23

CGG AWARDED OMV CONTRACT FOR MULTI-YEAR DEDICATED CENTER

Award of a new contract by OMV to continue operating a dedicated center at its head office in Vienna for an initial three-year period. During this time, OMV will continue to benefit from in-house access to CGG's advanced seismic imaging and reservoir characterization technology, as well as the support of its multi-disciplinary geoscience expertise to support key energy transition areas.

• ❙ ❙ AUGUST 30

SERCEL EXTENDS ITS OBN PORTFOLIO TO OPERATE IN ALL SEABED SURVEY WATER DEPTHS

Sercel completes its portfolio of seabed nodal solutions for all water depths down to 6,000 m to meet growing industry demand for ocean bottom node (OBN) seismic surveys.

• ❙ ❙ OCTOBER 19

CGG OPENS NEW UK HPC HUB, INCREASING ITS GLOBAL TOTAL HPC CAPACITY TO 500 PETAFLOPS

The UK HPC hub leverages decades of expertise and innovation in energy efficient, industrial HPC design and operations.

• ❙ ❙ NOVEMBER 14

CGG LAUNCHES ITS OUTCOME- AS-A-SERVICE HPC OFFER

Launch of the outcome-as-a-service (OaaS) offering, designed to deliver customized, capability-focused HPC and AI solutions for scientific and engineering domains including generative AI and life sciences.

• ❙ ❙ NOVEMBER 14

CGG AND ECLAIRION JOIN FORCES TO MEET GROWING DEMAND FOR SUSTAINABLE HPC IN THE EU

CGG and Eclairion, France's first containerized supercomputer hosting center, announce a collaboration agreement to establish a state-of-the-art,energy-efficient infrastructure capable of hosting the high-power densities of next- generation servers.

• ❙ ❙ NOVEMBER 21

CGG SELLS ITS STAKE IN ARGAS TO TAQA

CGG entered into a definitive agreement with Industrialization and Energy Services Company ("TAQA") to sell its entire 49% stake in Arabian Geophysical and Surveying Company (ARGAS).

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CGG AT A GLANCE

I ACTIVITIES I

ACTIVITIES	CGG is a global technology and HPC leader that provides data, products, services and solutions
	in Earth science, data science, sensing and monitoring. Our unique portfolio supports our
	clients in efficiently and responsibly solving complex digital, energy transition, natural resource,
	environmental, and infrastructure challenges for a more sustainable future. CGG employs around
	3,500 people worldwide.

1 GEOSCIENCE

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, outstanding services and remarkable technology in every image. We provide integrated reservoir characterization services and innovative solutions for complex E&P challenges. Our comprehensive portfolio of geoscience services brings valuable insight to all aspects of natural resource exploration and development, helping to reduce drilling risk and build better reservoir models. We develop sophisticated algorithms to deliver powerful reservoir answers from geophysical data at every stage from exploration to production. We have a high market share and are highly differentiated.

Total production (in $m)

						398
2022	284		115
										474
2023			335		139
	External revenue		Internal production
Computing power (Pflops)
						350
2022
										510
2023
Total production/head (in $k)
								286
2022
									313
2023

2 EARTH DATA

We invest in a portfolio of geographical opportunities to build a geoscience database and thrive to achieve a high prefunding for our new projects. We typically invest in the range of US$150-200 million in our surveys. At the end of 2023, we had over 1.3 billion square kilometers of high-end offshore, in the most prolific 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	Earth Data revenue (in $m)
regional split									375
	2022			239			136
as of 31/12/2023										337
	2023	143	194
				After-sales		Prefunding
		Investment Earth Data surveys (in $m)
								205
			2022
						171
	North & South		2023
	63%
	America
	Europe - Africa	27%
	Others	10%

3 SENSING & MONITORING

Through its brand Sercel, CGG offers a full spectrum of systems, sensors, sources for seismic acquisition and structural health monitoring. Sercel sells its equipment and offers customer support services including training on a worldwide basis. Sercel manufactures in its six seismic equipment manufacturing facilities a wide range of geophysical equipment for land and marine seismic data acquisition, including seismic recording equipment, software and seismic sources, as well as equipment and solutions for infrastructure monitoring, including structural health and earthworks.

Total production (in $m)

				269
2022	144	72	52
								453
2023	153			230	71
	Land		Marine	Others

UNIVERSAL REGISTRATION DOCUMENT 2023 / 7

INDICATORS

as of 31/12/2023

KEY FINANCIAL INDICATORS

1,125Segment revenue (in million dollars)

928

in 2022

Net Debt	Adjusted* Segment EBITDAs
400in 2022
x2.4in 2022
Adjusted* Segment /EBITDAs	(in million dollars)
x2.4	395

Adjusted* Segment	Net Cash Flow
Operating Income	(in million dollars)
138in 2022	32in 2022
(in million dollars)
147	-3

• Adjusted indicators represent supplementary information adjusted for non-recurring charges and gains.

8 / UNIVERSAL REGISTRATION DOCUMENT 2023