CGG : PRESS RELEASE RELATING TO THE FILING OF A DRAFT SIMPLIFIED PUBLIC EXCHANGE OFFER

Non-binding unofficial English translation of French original, for information purposes only.

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN. THIS PRESS RELEASE DOES NOT CONSTITUTE OR FORM A PART OF ANY OFFER TO PURCHASE FOR SECURITIES OF CGG. THE OFFER DESCRIBED HEREIN SHALL NOT OPEN PRIOR TO THE ISSUE OF A STATEMENT OF COMPLIANCE BY THE FRENCH FINANCIAL AUTHORITY (AUTORITÉ DES MARCHÉS FINANCIERS)

CGG PRESS RELEASE

RELATING TO THE FILING OF A DRAFT SIMPLIFIED PUBLIC EXCHANGE OFFER

for bonds convertible into and/or exchangeable for new or existing CGG shares, due January 1, 2019 (the "2019 OCEANE")

Launched by

CGG

Public Limited Company (société anonyme) with a share capital of €70,826,076
Registered office: Tour Maine Montparnasse, 33 avenue du Maine, 75015 Paris
Paris Trade and Company Registry Number: 969 202 241

Presented by

HSBC

Copies of the draft offer document are available in French on the AMF website (www.amf-france.org:
http://www.amf-france.org) and the CGG website (www.cgg.com:
http://www.cgg.com/) and may be obtained free of charge from CGG, Tour Maine Montparnasse,, 33 avenue du Maine, 75015 Paris and HSBC, 109, avenue des Champs-Elysées 75419 Paris Cedex 08.

Pursuant to the provisions of Article 231-28 of the AMF General Regulations, legal, financial, accounting and other information relating to CGG will be made available to the public no later than the day before the exchange public offer opens, in the same manner. A press release will be published to inform the public of the conditions under which these documents will be made available.

1.         PRESENTATION OF THE SIMPLIFIED PUBLIC EXCHANGE OFFER

In accordance with Title III, Book II of the AMF General Regulations and Article 233-1 et seq. in particular, CGG, a société anonyme (French public limited company) with a share capital of €70,826,076 registered in the trade and companies register of Paris under number 969 202 241, having its registered office at Tour Maine Montparnasse, 33 avenue du Maine, 75015 Paris, whose shares are admitted for trading on the Euronext Paris regulated market under ISIN code FR0000120164 ("CGG" or the "Company" and, together with its consolidated subsidiaries, the "Group"), has made an irrevocable commitment to the AMF to carry out a simplified public exchange offer whereby the Company offers 2019 OCEANE holders (as defined below) to exchange their 2019 OCEANE for 2020 OCEANE (as defined below) issued for that purpose under the terms and conditions indicated below (the "Offer").

1.1          Purpose of the Offer and intentions of the Company

1.1.1       Purpose of the Offer

As part of the dynamic management of its debt characteristics and of its balance sheet structure, the Company has decided to launch a simplified exchange offer whereby the Company would propose to the current holders of its bonds convertible and/or exchangeable for new or existing shares issued on November 20, 2012 (ISIN code FR0011357664) (the "2019 OCEANE") to tender their 2019 OCEANE in exchange for new OCEANE due January 2020 (the "2020 OCEANE") to be issued for this purpose.

The purpose of the Offer is to extend the average maturity of the Group's debt at an optimal cost.

Furthermore, the probability of conversion will be strongly increased by the terms of the 2020 OCEANE, as they offer a more favorable conversion strike of approximately € 12.86 versus € 32.14 for the 2019 OCEANE and an increased coupon, in return for a one-year extension of the maturity date.

The Company's Board of Directors voted in favor of the Offer at its meeting of May 12, 2015. The Board of Directors' reasoned opinion is set out in Section 2.4 of this press release.

1.1.2       Intentions of the Company for the next 12 months

1.1.2.1   Industrial and financial strategy and politic

The Company intends to continue its businesses in compliance with its current strategy paying attention to opportunities and developments which may result from the overall economic context.

CGG is organized into three Divisions: Equipment, Acquisition and Geology, Geophysics and Reservoir ("GGR").

• The Company's strategy relating to the GGR Division, is, amongst others, to:

• Continue to invest in research and development and people to maintain the Company's lead in high end imaging and advance in Geosciences software offering;

• Reduce its gross multi-client investment from the high point in 2014, but continue to invest significantly around the world with a high prefinancing level;

• Expand its reservoir and geological operations through organic and external means.

• The Company's strategy relating to the Equipment Division, is, amongst others:

• Being able to provide for a complete and integrated range of seismic acquisition equipment with advanced technology, through continuous and intensive research and development efforts, combined with dedicated technology acquisitions;

• The Company's strategy relating to the Acquisition Division, is, amongst others:

• For Marine Acquisition business:

• Resizing of the Company's 3D vessels fleet as necessary to adjust to market conditions, while remaining a worldwide player in the high-technology market segment.

• For Land Acquisition business:

• Maintain and strengthen the Company's direct presence in certain geographic market niches and core markets where CGG has a competitive advantage;

• Serve the increasing demand for high-resolution land seismic acquisition and high-end technology specifically in the Middle East;

• In close partnership with our clients, continue to introduce new technologies that allow innovative and efficient high resolution acquisition and that leverage the Group's full geoscience portfolio:

• For Airbone Acquisition business :

• Finalize the implementation of its restructuring plan, to build a sustainable cost base adjusted to current market conditions;

• Continue its program of aircraft fleet rationalization, with the goal of reducing aircraft types in order to maximize efficiency and maintain consistent global standards;

• Grow oil and gas sector revenue by leveraging the market presence of other Group's business lines, offering a full spectrum of gravity technologies and providing interpretation services;

1.2.      Characteristics of the Offer

1.2.1     Targeted securities

The Offer covers all bonds convertible and/or exchangeable for new or existing shares issued by CGG on November 20, 2012 (the "2019 OCEANE") still outstanding and admitted for trading on the Euronext Paris regulated market  ("Euronext Paris") under ISIN code FR0011357664. The 2019 OCEANE are described in the prospectus approved by the AMF under No. 12-542 dated November 13, 2012.

The 2019 OCEANE not tendered to the Offer will remain transferable and listed on Euronext Paris.

1.2.2     Terms of the Offer

The purpose of the Offer is to exchange the 2019 OCEANE for similar securities (disregarding annual interest, nominal value and maturity), the 2020 OCEANE, having an identical allotment ratio (one share per 2019 OCEANE versus one share per 2019 OCEANE).

The Company is making an irrevocable offer to 2019 OCEANE holders to exchange their 2019 OCEANE at a parity of five (5) 2020 OCEANE for two (2) 2019 OCEANE presented (the "Exchange Parity").

In order to ensure sufficient liquidity for future 2020 OCEANE holders, the Company reserves the right not to proceed with the Offer if the 2019 OCEANE tendered to the Offer do not represent at least 50% of the corresponding line^[1]:
#_ftn1, it being specified that in any event, the Company will not proceed with the Offer if the 2019 OCEANE tendered to the Offer represent less than 40% of the corresponding line^[2]:
#_ftn2.

The characteristics of the 2020 OCEANE are described in Section 1.3 "Characteristics of the 2020 OCEANE offered in exchange" in the draft offer document.

1.2.3     Number of securities subject to the Offer held by the Company

The Company does not hold any 2019 OCEANE.

1.2.4     Number of securities that may be tendered to the Offer

On May 12, 2015, 11,200,995 2019 OCEANE, which may potentially result in the creation of 11,200,995 new shares in the Company if all 2019 OCEANE were converted into new shares (5.7 % of share capital on a fully diluted basis, taking into account the dilutive instruments issued as of March 31, 2015, including the 2019 OCEANE), are outstanding.

1.2.5     Conditions of the Offer

Pursuant to Articles 231-13 et seq. of the AMF General Regulations, HSBC, acting on behalf of the Company, filed the draft offer document with the AMF on May 13, 2015. In accordance with Article 231-13 of the AMF General Regulations, HSBC guarantees the content and irrevocable nature of the commitments made by the Company under the terms and conditions set out in the draft offer document.

This Offer and the draft offer document remain subject to AMF approval.

A notice of filing will be published by the AMF on its website and will be reproduced by Euronext Paris in a referenced notice. Pursuant to Article 231-16 of the AMF General Regulations, a press release containing the main elements of the draft offer document and specifying the terms and conditions of its availability will be published by the Company in a national financial newspaper on May 13, 2015.

After ensuring the Offer's compliance with applicable laws and regulations, the AMF will publish on its website a statement of compliance of the Offer, which will carry the approval of the offer document. The offer document having thus been filed with the AMF and the information relating to the judicial, financial and accounting features of the Company will be, according to Article 231-28 of the AMF General Regulations, freely available for the public at the Company's and HSBC's, no later than the day before the opening of the Offer. These documents will also be available on the website of the AMF.

A notice relating to the features of the availability of those documents will be published no later than the day before the Offer opens.

Before the Offer opens, the AMF will publish a notice of the opening and of the Offer calendar, and Euronext Paris will publish a notice announcing the terms and conditions and the calendar of this transaction.

1.2.6     Condition precedent for the Offer

In accordance with the provisions of Article 231-12 of the AMF General Regulations, the Company's Board of Directors, at its meeting of April 22, 2015, decided to propose a resolution at the extraordinary shareholders' meeting convened on May 29, 2015 to delegate its authority to the Board of Directors to issue 2020 OCEANE that would be offered in exchange for 2019 OCEANE tendered to the Offer. For this purpose, a notice of meeting was published by the Company on May 6, 2015 in the official gazette (Bulletin des annonces légales obligatoires, "BALO"), as well as a financial notice in a national financial newspaper on May 6, 2015^[3]:
#_ftn3.

 IFP Energies Nouvelles, holding, as of the date thereof, 6,346,610 shares, representing 3.58 % of CGG's share capital, made an irrevocable commitment to the Company in a letter dated May 12, 2015, to vote in favor of the proposed resolution relating to the 2020 OCEANE issue, which will be submitted to the shareholders at the aforementioned shareholders' meeting.

The exact number of 2020 OCEANE to be issued will depend on the number of 2019 OCEANE tendered to the Offer and will be decided by the Chief Executive Officer with authority delegated by the Board of Directors, after the AMF has published the Offer notice of results.

The adoption of this resolution by the Company's extraordinary shareholders' meeting is a condition precedent to the Offer. Should the meeting not adopt the resolution required for the 2020 OCEANE issue, the Offer will become null and void.

1.2.7     Risk factors relating to the Offer

Similarly to the 2019 OCEANE, the principal risk factors connected with the 2020 OCEANE issue are as follows:

• The 2020 OCEANE are complex financial securities comprising a bond component and an optional component related to the Company's shares. The 2020 OCEANE are not necessarily suitable for all investors.
• The terms and conditions of the 2020 OCEANE could be changed with the consent of the  2020 OCEANE holders.
• It is not certain that a market for the 2020 OCEANE will develop. If such a market were to develop, the market price of the 2020 OCEANE could be subject to considerable volatility.
• The price of the 2020 OCEANE will depend on numerous factors (such as the Company's share price, volatility, interest rates, credit risk, and dividend levels).
• 2020 OCEANE holders will have limited anti-dilution protection.
• The ranking of the 2020 OCEANE allows the Company, in certain circumstances, to freely dispose of its assets or grant security interests in respect of such assets.
• The Company will not be required to pay additional amounts to offset any withholding taxes that may be implemented with respect to payments made on the 2020 OCEANE.
• The 2020 OCEANE are covered by limited financial restrictions.
• A downgrading of the Company's credit rating could affect the market price of the 2020 OCEANE and/or their negotiability. Furthermore, such a downgrading could result in additional borrowing costs in the future.
• The Company may not be able to pay the interest on the 2020 OCEANE or redeem them at maturity.
• Certain 2020 OCEANE holders may be exposed to exchange rate risk.
• The terms applicable to the 2020 OCEANE could be disregarded under French bankruptcy law applicable to the Company.

Moreover, following the Offer, the liquidity of the outstanding 2019 OCEANE may be significantly limited.

Finally, the Offer may not be carried out if the tendering rate for the 2019 OCEANE is not enough.

1.2.8     Procedure for tendering securities to the Offer

2019 OCEANE holders whose securities are registered in an account held at a financial intermediary (credit institution, investment company, etc.) and wishing to tender their securities to the Offer must submit to the financial intermediary through which their securities are held a tender order using the form provided by that financial intermediary, no later than the Offer closing date. The financial intermediary will transfer said securities to the Euronext Paris account in accordance with the procedure defined in the opening notice published by Euronext Paris.

2019 OCEANE holders whose securities are registered in an account held in pure registered form ("nominatif pur") in the Company's register and wishing to tender their securities to the Offer must submit to BNP Paribas Securities Services, the Company's financial agent, a tender order using the form sent to them by BNP Paribas Securities Services.

2019 OCEANE holders whose securities are held in pure registered form must request that they be reregistered in "administrated registered" form to be able to tender their 2019 OCEANE to the Offer, unless they have already requested conversion to bearer form.

2019 OCEANE tendered to the Offer must be free of all liens, pledges, and restrictions of any kind on the unencumbered transfer of ownership. The Company reserves the right to ignore any securities presented in the Offer that do not meet this condition.

The exchange of the 2019 OCEANE tendered to the Offer is not subject to any stock exchange tax and will not, in principle, incur any brokerage fees for their owners. No sale commission will be allocated to financial intermediaries. No payment will be allocated to financial intermediaries if the Offer is declared void for any reason whatsoever.

In accordance with Article 232-2 of the AMF General Regulations, tender orders for the Offer may be revoked at any time up to and including the day on which the Offer closes. After the closing date, orders will be irrevocable.

1.2.9     Centralisation

Each financial intermediary and the institution holding registered accounts for 2019 OCEANE must, on the date indicated in the Euronext Paris notice, transfer to Euronext Paris the 2019 OCEANE for which they have received a tender order. Once Euronext Paris has received all the tender orders for the Offer under the terms and conditions described above, Euronext Paris will clear all those orders and determine the results of the Offer.

1.2.10   Publication of Offer results and settlement

The AMF will publish the final result of the Offer no later than 6 trading days after the Offer closing date and Euronext Paris will indicate the settlement date of the Offer in a notice.

Settlement will take place following centralisation of the Offer by Euronext Paris and after the securities offered in exchange for the 2019 OCEANE tendered to the Offer have been issued.

Based on the indicative timetable presented above, settlement and listing of the 2020 OCEANE for trading are expected on July 1^st, 2015.

The 2019 OCEANE holders tendering their 2019 OCEANE to the Offer will be entitled to payment of the total amount of interests in respect of the period from January 1^st, 2015 to July 1^st, 2015.

1.2.11   Indicative Offer timetable

Before the Offer opens, the AMF will publish a notice of opening and the Offer timetable, and Euronext Paris will publish a notice announcing the terms and conditions and timetable of the Offer. The indicative timetable is as follows:

1.2.12   Intentions of the 2019 OCEANE holders

The Company is not aware of the intentions of any 2019 OCEANE holders.

1.2.13   Restrictions on the Offer outside France

The Offer has not been submitted for registration or approval to any securities authority apart from the AMF. Consequently, 2019 OCEANE holders located outside France may not validly tender their securities to this Offer unless the laws in their country of residence allow them to do so. It should be noted that some countries may place restrictions on the circulation of the draft offer document, the Offer itself, the Offer acceptance, and the delivery of the resulting securities.

Consequently, the Offer is not intended directly or indirectly for anyone subject to such restrictions, and it may not be accepted if coming from a country where the Offer is subject to such restrictions. It is the responsibility of 2019 OCEANE holders located outside France to be aware of, and comply with, any restrictions that may apply to them. The draft offer document and any other document related to the Offer do not constitute an offer to sell or an invitation to buy securities in any jurisdiction in which such an offer or invitation is illegal. Any person in possession of the draft offer document is required to inquire about any applicable legal restrictions and to comply with them. Non-compliance with such restrictions may constitute a violation of securities laws and regulations in such countries. The Company disclaims any liability should anyone located outside France violate any local laws applicable.

United States of America

This Offer is not aimed at United States residents, directly or indirectly, by postal or any other means of communication (including, but not limited to, communication by fax, telex, telephone or email) or through any securities broker or trading facility in the United States. Consequently, no copy of the draft offer document, and no other document relating to the draft offer document or to the Offer, may be mailed, communicated or circulated in the United States in any way.

No 2019 OCEANE holder may tender his securities in the Offer unless he can state that (i) he did not receive a copy of the draft offer document or any other document relating to the Offer in the United States, and did not send such documents to the United States, (ii) he did not use, directly or indirectly, postal or telecommunications services or any other securities trading facility in the United States in relation to the Offer, (iii) he was not physically in the United States when he accepted the Offer terms or submitted his tender order, and (iv) he is not an agent or representative of a United States resident. Approved intermediaries may not accept tender orders that do not comply with the above provisions.

The draft offer document does not constitute an offer or solicitation to buy or sell negotiable securities in the United States and has not been submitted for approval to the United States Securities and Exchange Commission. The 2020 OCEANE that will be remitted in exchange for the 2019 OCEANE, and the new shares issued at the conversion of the 2020 OCEANE, have not been and will not be registered under the U.S. Securities Act of 1933 as amended (the "Securities Act") and are offered only outside the United States to non-U.S. persons and only in an "offshore transaction" in accordance with Regulation S of the Securities Act. Consequently, 2020 OCEANE may not be offered for sale, or sold, in the United States, or for the benefit of U.S. persons ("U.S. persons" as defined by Regulation S of the Securities Act), unless an exemption from the registration requirements of the Securities Act is available.

For the purposes of the preceding three paragraphs, the United States means the United States of America and its territories and possessions, including all its States and the District of Columbia.

European Economic Area

With respect to the Member States of the European Economic Area which have implemented the Prospectus Directive (the "Relevant Member States"), no action has been undertaken or will be undertaken to make an offer to the public of the 2020 OCEANE requiring the publication of a prospectus in any Relevant Member State. As a result, the 2020 OCEANE may only be offered in Relevant Member States:

(a)        to any legal entity which is a qualified investor as defined in the Prospectus Directive;
(b)        to fewer than 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive) per Member State; or
(c)        in any other circumstances falling within Article 3(2) of the Prospectus Directive.

For the purposes of this paragraph, (i) the expression "offer to the public of 2020 OCEANE" in relation to any 2020 OCEANE in any Relevant Member States, means any communication, to individuals or legal entities, in any form and by any means, of sufficient information on the terms and conditions of the offering and on the 2020 OCEANE to be offered, thereby enabling an investor to decide to purchase or subscribe for the 2020 OCEANE, as the same may be varied in that Member State, (ii) the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and (iii) the expression "2010 PD Amending Directive" means Directive 2010/73/EU.

These selling restrictions with respect to Member States apply in addition to any other selling restrictions which may be applicable in the Member States who have implemented the Prospectus Directive.

1.3 Main characteristics of the 2020 OCEANE offered in exchange for 2019 OCEANE

1.4 Exchange parity assessment factors

Summary of the implicit premium / discount in the Offer appears below:

The terms of the Offer reveal a premium/discount on the market price of the 2019 OCEANE observed as of May 5, 2015 (i.e. at the last closing price prior to the announcement of the Offer) of between -2.3% and +4.0% (based on theoretical implied credit margins of 600bps to 800bps to determine the theoretical value of the 2020 OCEANE).

Based on (i) the price of the CGG share at the closing of May 12, 2015, (ii) an implied volatility of 40%, (iii) a theoretical value of the 2019 OCEANE based on an implied credit margin of 550 bps, and assuming a credit margin spread between the 2019 OCEANE and the 2020 OCEANE of between 0 bps to 150 bps, the premium is between +0.4% and +5.3%.

If the current CGG share price were to fluctuate between -50% and +50% compared to the closing price on May 12, 2015, the premium/discount would be between -5.2% and +14.7% based on (i) a volatility of 40%, (ii) the theoretical value of the 2019 OCEANE based on a credit margin of 600 bps and (iii) the theoretical value of the 2020 OCEANE based on a credit margin of 700 bps.

2. IMPACT OF THE OFFER ON THE SITUATION OF CGG SHAREHOLDERS

2.1 Impact of the Offer on the breakdown of shareholding and voting rights of the Company

Based on the breakdown of the shareholding and voting rights of the Company at May 6, 2015, the following table shows the impact of the Offer on the breakdown of the share capital and voting rights in the event where the maximum number of 2019 OCEANE were tendered to the Offer and all 2020 OCEANE offered in exchange were converted into new shares:

(1) Not taking into account the exercise of the other currently outstanding dilutive securities.
(2) In the event where the maximum number of 2019 OCEANE were tendered to the Offer.

2.2 Impact of the Offer on the percentage of capital held by shareholders

In the event where (i) the maximum number of 2019 OCEANE were tendered to the Offer and (ii) all the 2020 OCEANE offered in exchange were converted into new shares, the impact of the Offer on the shareholding in the share capital of one shareholder holding 1% of the Company's share capital at May 6, 2015, compared to the maximum dilution which he would incur were all the 2019 OCEANE be converted into new shares (excluding the impact of the exercise of all outstanding dilutive securities) would be the following:

(1) Not taking into account the exercise of the other currently outstanding dilutive securities
(2) In the event where the maximum number of 2019 OCEANE were tendered to the Offer

2.3 Impact of the Offer on shareholders' equity

In the event where (i) the maximum number of 2019 OCEANE were tendered to the Offer and (ii) all the 2020 OCEANE offered in exchange were converted into new shares, the impact of the Offer on the shareholding in the shareholders' equity of a shareholder holding one share of the Company, based on the consolidated shareholders' equity at March 31, 2015 compared to the impact on the shareholders' equity if all 2019 OCEANE were converted into new shares (excluding the impact of the exercise of all outstanding dilutive securities) would be the following:

(1) Not taking into account the exercise of the other currently outstanding dilutive securities
(2) In the event where the maximum number of 2019 OCEANE were tendered to the Offer

2.4 CGG Board of Directors' reasoned opinion

On May 12, 2015, the Company's Board of Directors issued the following reasoned opinion on the Offer:

"The Company's Board of Directors has considered the proposed simplified public exchange offer for the 2019 OCEANE issued by the Company and the proposed issue of the 2020 OCEANE to be offered in consideration for the securities tendered to this offer.

In light of the foregoing, the Board of Directors unanimously decides in favor of the proposed simplified public exchange offer, the conditions of which it deems consistent with the interests of the Company, its employees and its shareholders. The Board of Directors consequently decides to unanimously recommend 2019 OCEANE holders to tender their securities to the simplified public exchange offer launched by the Company"

PRESS CONTACT

IMPORTANT NOTICE

This press release has been prepared for information purpose only. This press release is not an offer to the public, and shall not be distributed in any jurisdictions, except France. The distribution of this press release, the Offer and its acceptance, may be subject to legal and regulatory restrictions in certain jurisdictions. Consequently, any person in possession of this press release is required to inform him or herself about any applicable legal restrictions and to comply with them. The Company disclaims any liability should anyone located outside France violate any local laws applicable.

European Economic Area

With respect to the Member States of the European Economic Area which have implemented the Prospectus Directive (the "Relevant Member States"), no action has been undertaken or will be undertaken to make an offer to the public of the 2020 OCEANE  requiring a publication of a prospectus in any Relevant Member State. As a result, the 2020 OCEANE may only be offered in Relevant Member States:

(a)   to any legal entity which is a qualified investor as defined in the Prospectus Directive;
(b)   to fewer than 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive) per Member State; or
(c)   in any other circumstances falling within Article 3(2) of the Prospectus Directive.

For the purposes of this paragraph, (i) the expression "offer to the public of 2020 OCEANE" in relation to any 2020 OCEANE in any Relevant Member States, means any communication, to individuals or legal entities, in any form and by any means, of sufficient information on the terms and conditions of the offering and on the 2020 OCEANE to be offered, thereby enabling an investor to decide to purchase or subscribe for the 2020 OCEANE, as the same may be varied in that Member State, (ii) the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and (iii) the expression "2010 PD Amending Directive" means Directive 2010/73/EU.

These selling restrictions with respect to Member States apply in addition to any other selling restrictions which may be applicable in the Member States who have implemented the Prospectus Directive.

United Kingdom

This press release is addressed only (i) to persons located outside the United Kingdom, (ii) to investment professionals as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"), (iii) to people designated by Article 49(2) (a) to (d) of the Order or (iv) to any other person to whom this press release could be addressed pursuant to applicable law (the persons mentioned in paragraphs (i), (ii), (iii) and (iv) all deemed relevant persons ("Relevant Persons"). The 2020 OCEANE and, if applicable, the shares of CGG to be delivered upon exercise of the conversion rights (the "Financial Instruments") are intended only for Relevant Persons and any invitation, offer of contract related to the subscription, tender, or acquisition of the Financial Instruments may be addressed and/or concluded only with Relevant Persons. All persons other than Relevant Persons must abstain from using or relying on this document and all information contained therein.

This press release is not a prospectus which has been approved by the Financial Services Authority or any other United Kingdom regulatory authority for the purposes of Section 85 of the Order.

United States of America

This press release does not constitute or form a part of any offer or solicitation to purchase for securities in the United States of America and has not been submitted to the Securities and Exchange Commission of the United States of America. The 2020 OCEANE (and the underlying shares) may not be offered or sold in the United States of America or for the account or benefit of U.S. persons, except pursuant to an exemption from, or a transaction not subject to, the registration requirements of the Securities Act or the law of the above states. CGG does not intend to register any portion of the proposed offering in the United States of America and no public offering will be made in the United States of America.

Canada, Australia and Japan

The 2020 OCEANE may not and will not be offered, sold or purchased in Canada, Australia or Japan.

The distribution of this press release in certain countries may constitute a breach of applicable law. The information contained in this press release does not constitute an offer of securities for sale in Canada, Australia or Japan.