Agreement in principle on financial restructuring plan

Paris, France | Jun 2, 2017

CGG announces that it has reached an agreement in principle on a financial restructuring plan (the “Agreement in Principle”) which meets the Company’s objectives of (i) full equitization of the existing unsecured debt, (ii) extension of the maturity of the secured debt and (iii) financial flexibility to confront various business scenarios through, inter alia, additional new money (the “New Money”) and has garnered the support of the majority of its secured lenders, the majority of the holders of its Senior Notes and DNCA (in its capacity as a long-standing institutional shareholder, bondholder and convertible bondholder of the Company).

Status of the Financial Restructuring Process

On March 3rd, 2017, CGG S.A (“CGG” or the “Company”) entered into a financial restructuring process with the aim of significantly reducing debt levels and related cash interest costs and more broadly addressing its capital structure constraints.

Following its announcement dated May 12th, 2017, under the aegis of the mandataire ad hoc, the Company has re-engaged in discussions with certain of its main creditors and DNCA and their respective advisers, under non-disclosure agreements.

Those discussions led to the Agreement in Principle supported by (i) the Company, (ii) the Secured Lenders Coordinating Committee (representing approximately 52.7 % of the aggregate principal amount of the secured debt), (iii) DNCA (representing c. 7.9% of the share capital and 7.7% of the voting rights as well as 5.5% of the aggregate principal amount of the Senior Notes and 18.7% of the aggregate principal amount of the Convertible Bonds), as well as (iv) the members of the ad hoc Committee of the Senior Notes (representing c. 52.4% of the aggregate principal amount of the Senior Notes (the “ad hoc Committee of Senior Notes”). The representative of the masses of holders of Convertible Bonds has not supported the Agreement in Principle. The two other shareholders holding more than 5% of the Company’s share capital, Bpifrance Participations and AMS Energie, who participated in the previous discussions leading to May 12th 2017 announcement have not participated in the negotiations of the Agreement in Principle.

The Agreement in Principle is based on the same objectives as the proposal published on May 12th, 2017 (the “May 12th Proposal”): it is in line with the Company’s corporate interest, preserves the Group’s integrity, provides a framework for long-term sustainability for the Company’s businesses, employees and customers, and offers its current shareholders an opportunity to participate in the Company’s recovery.