Obligation CGM CMA S.A 6.5% ( XS1647100848 ) en EUR

CGM CMA S.A

100 % ▼

France

XS1647100848 ( en EUR )

6.5% par an ( paiement semestriel )

15/07/2022 - Obligation échue

Prospectus brochure de l'obligation CMA CGM S.A XS1647100848 en EUR 6.5%, échue

100 000 EUR

650 000 000 EUR

CMA CGM S.A. est une société de transport maritime conteneurisé française, l'un des principaux acteurs mondiaux du secteur, offrant des services de transport maritime, logistique et transport terrestre.

L'Obligation émise par CGM CMA S.A ( France ) , en EUR, avec le code ISIN XS1647100848, paye un coupon de 6.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/07/2022

OFFERING MEMORANDUM
NOT FOR GENERAL DISTRIBUTION
IN THE UNITED STATES

CMA CGM S.A.
650,000,000 6.500% Senior Notes due 2022
CMA CGM S.A. ("we," "us," the "Company" or the "Issuer") are offering 650,000,000 aggregate principal amount of our 6.500%
Senior Notes due 2022 (the "notes"). Interest on the notes is payable on January 15 and July 15, beginning on January 15, 2018.
The notes will mature on July 15, 2022. Prior to July 15, 2019, we may redeem all or part of the notes by paying a "make-whole premium."
We may redeem all or part of the notes at any time on or after July 15, 2019 at the redemption prices described under the caption
"Description of Notes--Optional Redemption of Notes." In addition, until July 15, 2019, we may redeem up to 40% of the notes with
the proceeds of certain equity offerings at the redemption price as described under the caption "Description of Notes--Optional
Redemption of Notes." We may also redeem the notes upon the occurrence of certain changes in applicable tax law. Upon the occurrence
of certain events constituting a change of control, we may be required to make an offer to repurchase the notes.
The notes will be our unsecured senior obligations and will rank pari passu in right of payment to all our existing and future senior
indebtedness. The notes will be effectively subordinated in right of payment to all our existing and future secured indebtedness to the
extent of the assets securing such indebtedness and structurally subordinated to all of the existing and future indebtedness of all our
subsidiaries.
We have applied to list the notes on the Official List of the Luxembourg Stock Exchange and for admission to trading on the Euro MTF
market of the Luxembourg Stock Exchange. This offering memorandum constitutes a prospectus for the purpose of Luxembourg law
dated July 10, 2005 on prospectuses for securities, as amended.
This offering memorandum includes information on the terms of the notes, including redemption prices, covenants and transfer
restrictions.
Investing in the notes involves a high degree of risk. See "Risk Factors" beginning on page 51.
The notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"). In the
United States, the offering is being made only to qualified institutional buyers ("QIBs") in reliance on Rule 144A ("Rule 144A")
under the Securities Act. Prospective purchasers that are QIBs are hereby notified that the sellers of the notes may be relying on
an exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. Outside the United States, the offering
is being made in reliance on Regulation S ("Regulation S") under the Securities Act. See "Notice to Investors" and "Plan of
Distribution" for additional information about eligible offerees and restrictions on transfers of the notes.
Price: 100.000%, plus accrued interest if any.
Interest on the notes will accrue from July 13, 2017 to the date of delivery of the notes.

We expect that the notes will be delivered in book-entry form through the Euroclear System ("Euroclear") and Clearstream Banking,
société anonyme ("Clearstream") on or about July 13, 2017.
Joint Global Coordinators and Bookrunners
BNP PARIBAS
HSBC
Joint Bookrunners
Crédit Agricole CIB
Société Générale
UniCredit Bank
Joint Lead Managers
CM-CIC Market Solutions
ODDO BHF

The date of this offering memorandum is July 7, 2017

TABLE OF CONTENTS
NOTICE TO U.S. INVESTORS ............................................................................................................................ 6
NOTICE TO CERTAIN EUROPEAN INVESTORS ............................................................................................ 7
STABILIZATION .................................................................................................................................................. 8
AVAILABLE INFORMATION ............................................................................................................................ 8
CERTAIN TERMS AND CONVENTIONS .......................................................................................................... 9
PRESENTATION OF FINANCIAL AND OTHER DATA ................................................................................ 14
INFORMATION REGARDING FORWARD-LOOKING STATEMENTS ....................................................... 17
SUMMARY ......................................................................................................................................................... 20
CORPORATE AND FINANCING STRUCTURE .............................................................................................. 33
THE OFFERING .................................................................................................................................................. 36
SUMMARY FINANCIAL AND OPERATING INFORMATION ..................................................................... 41
RISK FACTORS .................................................................................................................................................. 51
DESCRIPTION OF THE ISSUER ....................................................................................................................... 90
USE OF PROCEEDS ........................................................................................................................................... 92
CAPITALIZATION ............................................................................................................................................. 93
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION ............................................ 95
SELECTED HISTORICAL FINANCIAL INFORMATION ............................................................................ 106
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS ................................................................................................................................................... 108
INDUSTRY OVERVIEW .................................................................................................................................. 163
BUSINESS ......................................................................................................................................................... 191
REGULATORY MATTERS.............................................................................................................................. 225
MANAGEMENT ............................................................................................................................................... 238
RELATED PARTY TRANSACTIONS ............................................................................................................. 244
PRINCIPAL SHAREHOLDERS ....................................................................................................................... 246
DESCRIPTION OF CERTAIN FINANCING ARRANGEMENTS ................................................................. 248
DESCRIPTION OF NOTES .............................................................................................................................. 263
BOOK ENTRY, DELIVERY AND FORM ....................................................................................................... 317
CERTAIN TAX CONSIDERATIONS .............................................................................................................. 322
PLAN OF DISTRIBUTION ............................................................................................................................... 326
NOTICE TO INVESTORS ................................................................................................................................ 330
LEGAL MATTERS ........................................................................................................................................... 333
INDEPENDENT AUDITORS ........................................................................................................................... 333
SERVICE OF PROCESS AND ENFORCEMENT OF LIABILITIES ............................................................. 333
GENERAL INFORMATION ............................................................................................................................. 335
INDEX TO FINANCIAL STATEMENTS ........................................................................................................ 337

We are responsible for the information contained in this offering memorandum. We have not authorized
anyone to provide you with information that is different from the information contained in this offering
memorandum. This offering memorandum may only be used where it is legal to sell the notes. The information
in this offering memorandum may only be accurate on the date of this document. The offering of the notes is being
made on the basis of this offering memorandum, and we cannot provide you with assurance regarding the accuracy
or completeness of any other source of information. Any decision to purchase the notes must be based on the
information contained in this offering memorandum.
The Initial Purchasers make no representation or warranty, express or implied, as to the accuracy or
completeness of the information set forth in this offering memorandum. The Issuer, and not the Initial Purchasers,
has ultimate authority over the statements contained in this offering memorandum, including their content and
whether and how to communicate them. Nothing contained in this offering memorandum is or should be relied
upon as a promise or representation by any of the Initial Purchasers as to the past or the future.
We confirm to the best of our knowledge, information and belief, having made all reasonable inquiries,
that the information contained in this offering memorandum regarding us and the notes is true and accurate in all
material respects, and is not misleading. We additionally confirm, except as provided below, that the opinions and
intentions expressed herein are honestly held and that there are no other material facts, the omission of which
would make this offering memorandum as a whole or any of such information or the expression of any such
opinions or intentions misleading in any material respect. We accept responsibility accordingly. However, the
information set out in this offering memorandum describing clearing arrangements, including the section entitled
"Book Entry, Delivery and Form," is subject to any change in or reinterpretation of the rules, regulations and
procedures of Euroclear and Clearstream, as currently in effect. In addition, this offering memorandum contains
summaries believed to be accurate with respect to certain documents, but reference is made to the actual
documents for complete information. All such summaries are qualified in their entirety by such reference. Copies
of documents referred to herein will be made available to prospective investors upon request to us, or any of the
Initial Purchasers or the Paying Agent.
We are providing this offering memorandum only to prospective purchasers of the notes. You should
read this offering memorandum before making a decision whether to purchase any notes. You must not use this
offering memorandum for any other purpose or disclose any information in this offering memorandum to any
other person.
This offering memorandum does not constitute an offer to sell or an invitation to subscribe for or purchase
any of the notes in any jurisdiction in which such offer or invitation is not authorized or to any person to whom it
is unlawful to make such an offer or invitation. No action has been, or will be, taken to permit a public offering
in any jurisdiction where action would be required for that purpose. Accordingly, the notes may not be offered or
sold, directly or indirectly, and this offering memorandum may not be distributed, in any jurisdiction except in
accordance with the legal requirements applicable to such jurisdiction. You must comply with all laws that apply
to you in any place in which you buy, offer or sell any notes or possess this offering memorandum. You must also
obtain any consents or approvals that you need in order to purchase, offer or sell any notes or possess or distribute
this offering memorandum. We and the Initial Purchasers are not responsible for your compliance with any of the
foregoing legal requirements. See "Plan of Distribution."
None of us, the Initial Purchasers or any of our or the Initial Purchasers' respective representatives are
making an offer to sell the notes in any jurisdiction except where such an offer or sale is permitted. We are relying
on exemptions from registration under the Securities Act for offers and sales of securities that do not involve a
public offering. By purchasing notes, you will be deemed to have made the acknowledgments, representations,
warranties and agreements set forth under "Notice to Investors" in this offering memorandum. You should
understand that you will be required to bear the financial risks of your investment for an indefinite period of time.
This offering memorandum is based on information provided by us and by other sources that we believe
are reliable. The Initial Purchasers named in this offering memorandum, the Trustee, the Paying Agent, the
Registrar and the Transfer Agent make no representation or warranty, express or implied, as to the accuracy or
completeness of such information, and nothing contained in this offering memorandum is, or shall be relied upon
as, a promise or representation by the Initial Purchasers with respect to the Company or the notes as to the past or
the future.
By purchasing the notes, you will be deemed to have acknowledged that you have reviewed this offering
memorandum and have had an opportunity to request, and have received all additional information that you need
from us. No person has been authorized in connection with any offering made by this offering memorandum to
provide any information or to make any representations other than those contained in this offering memorandum.

4

You should carefully evaluate the information provided by us in light of the total mix of information available to
you, recognizing that we can provide no assurance as to the reliability of any information not contained in this
offering memorandum.
The information contained in this offering memorandum is presented as of the date hereof. Neither the
delivery of this offering memorandum at any time after the date of publication nor any subsequent commitment
to purchase the notes shall, under any circumstances, imply that there has been no change in the information set
forth in this offering memorandum or in our business since the date of this offering memorandum.
None of us, the Initial Purchaser, the Trustee, the Paying Agent, the Registrar, the Transfer Agent or any
of our or the Initial Purchasers' respective representatives or affiliates are making any representation to you
regarding the legality of an investment in the notes by you under any legal, investment or similar laws or
regulations. You should not consider any information in this offering memorandum to be legal, financial, business,
tax or other advice. You should consult your own attorney, business advisor and tax advisor for legal, financial,
business and tax and related aspects of an investment in the notes. You are responsible for making your own
examination of the Company and our business and your own assessment of the merits and risks of investing in the
notes.
Neither the U.S. Securities and Exchange Commission (the "SEC") nor any state securities commission
has approved or disapproved of these securities or determined if this offering memorandum is truthful or complete.
Any representation to the contrary is a criminal offense.
This communication is only being distributed to and is only directed at (i) persons who are outside the
United Kingdom or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth companies, and other persons to
whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons
together being referred to as "relevant persons"). The notes are only available to, and any invitation, offer or
agreement to subscribe, purchase or otherwise acquire such notes will be engaged in only with, relevant persons.
Any person who is not a relevant person should not act or rely on this document or any of its contents.
In addition, the notes are subject to restrictions on transferability and resale, which are described under
the captions "Plan of Distribution" and "Notice to Investors." By possessing this offering memorandum or
purchasing any notes, you will be deemed to have represented and agreed to all of the provisions contained in
those sections of this offering memorandum.
It is expected that delivery of the notes will be made against payment thereof on or about the date of the
settlement of this offering, which will be the fourth business day following the date of pricing of the notes (such
settlement being referred to as "T+4"). See "Plan of Distribution--Initial Settlement."
The notes will be issued in the form of one or more global notes, all of which will be deposited with or
on behalf of, Euroclear and Clearstream. Beneficial interests in the global notes will be shown on, and transfers
of beneficial interests in the global notes will be effected only through, records maintained by Euroclear and
Clearstream or their respective participants. See "Book-Entry, Delivery and Form."
We will not, nor will any of our agents, have responsibility for the performance of the obligations of
Euroclear and Clearstream or their respective participants under the rules and procedures governing their
operations, nor will we or our agents have any responsibility or liability for any aspect of the records relating to,
or payments made on account of, book-entry interests held through the facilities of any clearing system or for
maintaining, supervising or reviewing any records relating to these book-entry interests. Investors wishing to use
these clearing systems are advised to confirm the continued applicability of their rules, regulations and procedures.
We reserve the right to withdraw this offering of the notes at any time. We and the Initial Purchasers also
reserve the right to reject any offer to purchase the notes in whole or in part for any reason or no reason and to
allot to any prospective purchaser less than the full amount of the notes sought by it. The Initial Purchasers and
certain of their related entities may acquire, for their own accounts, a portion of the notes.

5

NOTICE TO U.S. INVESTORS
Each purchaser of notes will be deemed to have made the representations, warranties and
acknowledgements that are described in this offering memorandum under "Summary--The Offering--Transfer
Restrictions" and "Notice to Investors." The notes have not been and will not be registered under the Securities
Act or the securities laws of any state of the United States, and may not be offered or sold, directly or indirectly,
within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an exemption from,
or in a transaction not subject to, the registration requirements of the Securities Act or such state securities laws.
In the United States, the offering of the notes is being made only to "qualified institutional buyers" (or "QIBs")
(as defined in Rule 144A under the Securities Act). Prospective purchasers that are qualified institutional buyers
are hereby notified that the Initial Purchasers of the notes may be relying on an exemption from the provisions of
Section 5 of the Securities Act provided by Rule 144A. Outside the United States, the offering is being made only
to non-U.S. persons in offshore transactions (as defined in and in accordance with Regulation S).
In addition, until 40 days after the commencement of the offering, an offer or sale of notes within the
United States by a dealer (whether or not it is participating in the offering) may violate the registration
requirements of the Securities Act.
Neither the SEC, any state securities commission nor any non-U.S. securities authority has approved or
disapproved of these securities or determined that this offering memorandum is accurate or complete. Any
representation to the contrary is a criminal offense.

6

NOTICE TO CERTAIN EUROPEAN INVESTORS
European Economic Area
In relation to each Member State of the European Economic Area which has implemented the Prospectus
Directive (each, a "Member State"), each Initial Purchaser has represented and agreed that it has not made and
will not make an offer of notes which are the subject of the offering contemplated by this offering memorandum
to the public in that Member State other than offers:
(a) to any legal entity which is a qualified investor as defined in the Prospectus Directive;
(b) to fewer 150 natural or legal persons (other than qualified investors as defined in the Prospectus
Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the
Initial Purchasers for any such offer; or
(c) in any other circumstances falling within Article 3(2) of the Prospectus Directive,
provided that no such offer of notes shall result in a requirement for the publication by the Issuer or any
Initial Purchasers of a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus
pursuant to Article 16 of the Prospectus Directive.
For the purposes of this provision, the expression an "offer to the public" in relation to any notes in any
Member State means the communication in any form and by any means of sufficient information on the terms of
the offer and the notes to be offered so as to enable an investor to decide to purchase or subscribe the notes, as the
same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member
State and the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including
Directive 2010/73/EU), and includes any relevant implementing measure in the relevant individual Member States.
France
Each Initial Purchaser has represented and agreed that it has not offered or sold and will not offer or sell,
directly or indirectly, any notes to the public in France and it has not distributed or caused to be distributed and
will not distribute or cause to be distributed any notes to the public in France, within the meaning of Article L.411-
1 of the French Code monétaire et financier and Title I of Book II of the Règlement Général of the Autorité des
Marchés Financiers (the French financial markets authority) (the "AMF"). Consequently, the notes have not been
offered or sold and will not be offered or sold, directly or indirectly, to the public in France (offre au public de
titres financiers), and neither this offering memorandum nor any offering or marketing materials relating to the
notes must be made available or distributed in any way that would constitute, directly or indirectly, an offer to the
public in France.
This offering memorandum or any other offering material relating to the notes and such offers, sales and
distributions have been and will be made in France only to (a) investment services providers authorized to engage
in portfolio management for the account of third parties (personnes fournissant le service d'investissement de
gestion de portefeuille pour compte de tiers) and/or (b) qualified investors (investisseurs qualifiés) acting for their
own account as defined in, and in accordance with, Articles L.411-2 and D.411-1 of the French Code monétaire
et financier.
Prospective investors are informed that:
(i)
neither this offering memorandum nor any other offering material relating to the notes has
been or will be submitted for clearance to the AMF;
(ii)
in compliance with Articles L.411-2 and D.411-1 of the French Code monétaire et financier,
any qualified investors subscribing for the notes should be acting for their own account; and
(iii)
the direct and indirect distribution or sale to the public of the notes acquired by those
investors to whom offers and sales of the notes may be made as described above may only
be made in compliance with Articles L.411-1 to L.411-4, L.412-1 and L.621-8 to L.621-8-3
of the French Code monétaire et financier and applicable regulations thereunder.

7

United Kingdom
Each Initial Purchaser has represented and agreed that:
(a) it has only communicated or caused to be communicated and will only communicate or cause to be
communicated an invitation or inducement to engage in investment activity (within the meaning of
Section 21 of the Financial Services and Markets Act 2000 ("FSMA")) received by it in connection
with the issue or sale of the notes in circumstances in which Section 21(1) of the FSMA does not
apply to the Issuer; and
(b) it has complied and will comply with all applicable provisions of the FSMA with respect to anything
done by it in relation to the notes in, from or otherwise involving the United Kingdom.
Notice to investors in other jurisdictions
The distribution of this offering memorandum and the offer and sale or resale of the notes may be
restricted by law in certain jurisdictions. Persons into whose possession this offering memorandum (or any part
hereof) comes are required by us and the Initial Purchasers to inform themselves about, and to observe, any such
restrictions.
STABILIZATION
IN CONNECTION WITH THE ISSUE OF THE NOTES, BNP PARIBAS (THE "STABILIZING
MANAGER") (OR PERSONS ACTING ON BEHALF OF THE STABILIZING MANAGER) MAY
OVER-ALLOT NOTES OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE
MARKET PRICE OF THE NOTES AT A LEVEL HIGHER THAN THAT WHICH MIGHT
OTHERWISE PREVAIL. HOWEVER, THERE IS NO ASSURANCE THAT THE STABILIZING
MANAGER (OR PERSONS ACTING ON BEHALF OF THE STABILIZING MANAGER) WILL
UNDERTAKE STABILIZATION ACTION. ANY STABILIZATION ACTION MAY BEGIN ON OR
AFTER THE DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE OF THE FINAL TERMS OF
THE OFFER OF THE NOTES IS MADE AND, IF BEGUN, MAY BE ENDED AT ANY TIME, BUT IT
MUST END NO LATER THAN THE EARLIER OF 30 DAYS AFTER THE ISSUE DATE OF THE
NOTES AND 60 DAYS AFTER THE DATE OF THE ALLOTMENT OF THE NOTES. ANY
STABILIZATION ACTION OR OVER ALLOTMENT MUST BE CONDUCTED BY THE
STABILIZING MANAGER (OR PERSONS ACTING ON BEHALF OF THE STABILIZING
MANAGER) IN ACCORDANCE WITH ALL APPLICABLE LAWS AND RULES.
AVAILABLE INFORMATION
Each purchaser of notes from the Initial Purchasers will be furnished with a copy of this offering
memorandum and, to the extent provided to the Initial Purchasers by us, any related amendment or supplement to
this offering memorandum. So long as any notes are outstanding and are "restricted securities" within the meaning
of Rule 144 under the Securities Act, we will, upon request, furnish to any holder or beneficial owner of the notes
the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to permit
compliance with Rule 144A in connection with resales of the notes if, at the time of the request, we are neither a
reporting company under Section 13 or 15(d) of the U.S. Securities Exchange Act of 1934, as amended (the
"Exchange Act"), nor exempt from reporting pursuant to Rule 12g 3-2(b) thereunder. Any such request should be
directed to the Company's Investor Relations team at [email protected], attention: Investor Relations
team. Telephone: +33 (0)4 88 91 90 21.
Additionally, so long as any of the notes are listed on the Luxembourg Stock Exchange and its rules so
require, copies of this offering memorandum and other information relating to such issuance of notes will be
available in the specified offices of the Issuer at the address listed on the inside of the back cover of this offering
memorandum. This offering memorandum will also be available on the website of the Luxembourg Stock
Exchange (www.bourse.lu). See "General Information."

8

CERTAIN TERMS AND CONVENTIONS
In this offering memorandum, "we," "us," "our" and "our group" refer to CMA CGM S.A. and its
consolidated subsidiaries, unless the context otherwise requires, and the "Company" and "Issuer" refer to CMA
CGM S.A.
In this offering memorandum, unless indicated otherwise, references to "euros" or "" are to the euro,
the official currency of the Member States of the European Union participating in the third stage of the economic
and monetary union pursuant to the Treaty on the Functioning of the European Union, as amended or
supplemented from time to time, references "U.S. dollars," "dollars," "U.S.$" and "$" are to the United States
dollar, the official currency of the United States of America, and references to "sterling," "pounds sterling" or "£"
are to the British pound sterling, the official currency of the United Kingdom.
In addition, unless indicated otherwise, or the context otherwise requires, references in this offering
memorandum to:
"2018 Senior Notes" means the 300.0 million 8.750% Senior Notes due 2018 issued by the
Company on December 16, 2013;
"2021 Senior Notes" means the 725.0 million 7.750% Senior Notes due 2021 issued by the
Company on June 8 and June 12, 2015;
"Additional Yildirim ORA" means the 528,918 12.0% subordinated bonds mandatorily redeemable
in B Preferred Shares subscribed to by Yildirim AM for $100.0 million on January 31, 2013, which
automatically converted into newly-issued preferred shares of the Company upon maturity on
December 31, 2015;
"Adjusted EBITDA" means EBITDA less gains / (losses) on disposal of property and equipment
and subsidiaries;
"Adjusted equity" means total equity less reserves for currency translation adjustments plus the
portion of bonds and preferred shares redeemable in shares that are accounted for as financial debt
under IFRS;
"Adjusted net debt" means net debt less the amount of bonds and preferred shares redeemable in
shares (ORA) that are accounted for as debt under IFRS, less liabilities associated with assets
classified as held for sale, plus restricted cash (such as cash allotted as collateral for margin loans);
"Agility" means our global efficiency plan rolled out in July 2016, which is designed to improve our
operating results by improving our operational efficiency and leveraging our global presence, scale
and resources to generate significant cost savings; the announced targets for the Agility program are
(i) to reduce our cost base by delivering a $1 billion reduction in standalone operating expenses by
the end of 2017, calculated as described herein and excluding the effects of bunker price variations
since Q3 2015, exchange rate variations and the purchase price allocation in connection with the
NOL Acquisition, and (ii) to achieve an additional approximately $500 million in annual run-rate
cost and revenue synergies related to the NOL Acquisition by 2018; for further discussion, see
"Management's Discussion and Analysis of Financial Condition and Results of Operations--Agility
Cost Efficiency Program," "Risk Factors--We could be unable to continue reducing costs
sufficiently to support our profitability or achieve the benefits targeted by our Agility cost savings
program" and "Risk Factors--We may not succeed in smoothly and timely integrating NOL into our
existing business and we may fail to achieve the synergies targeted from the acquisition of NOL";
"ANL Singapore" means ANL Singapore Pte Ltd;
"APL 2024 Senior Notes" means the U.S.$150.0 million notes issued by American President
Companies, Ltd. (now APL Ltd.) in January 1994 and due in January 2024;
"Board of Directors" means the board of directors of the Company;
"BPI" means Bpifrance Participations (formerly known as the Fonds Stratégique d'Investissement);

9

"BPI ORA" means the 793,378 12.0% subordinated bonds mandatorily redeemable in shares
subscribed to by BPI for $150.0 million on June 28, 2013;
"bunker" and "bunker fuel" mean the heavy fuel oil we generally use to power our ships;
"cascade" or "cascaded," in relation to vessels, means the practice of shifting vessels from one trade
to another as they are replaced by newer vessels, with larger vessels typically replacing smaller
vessels in order to take advantage of economies of scale;
"calls" means stopping at a port to load and discharge cargo;
"capacity," unless otherwise specified, means the maximum number of containers as measured in
TEU that could theoretically be loaded onto a container ship without taking into account operational
constraints (including, but not limited to, the actual weight of any loaded containers); with reference
to a fleet, a carrier or the container shipping industry, capacity is the total TEU capacity of all ships
in the fleet, the carrier or the industry, as applicable;
"capital expenditures" means our expenditures in respect of investments in vessels, containers and
other intangible and other fixed assets either owned or held under finance leases, acquired directly
or through a business combination;
"carrier," unless otherwise specified, means a company providing container shipping services;
"CFIUS" means the Committee on Foreign Investment in the United States;
"charter," with respect to ships, means the lease of a ship for a specified period of time at a fixed
price, with the ship owner typically also providing the ship's crew, insurance and maintenance;
"Cheng Lie Navigation" or "CNC" means Cheng Lie Navigation Co. Ltd;
"CMA Terminals" means CMA Terminals Holding S.A.S.;
"CMA CGM standalone" means the relevant figure excluding the contribution of NOL from the
NOL Acquisition Date to December 31, 2016 or March 31, 2017, as applicable, as set forth in the
2016 CMA CGM Audited Consolidated Financial Statements and the CMA CGM Unaudited
Interim Condensed Consolidated Financial Statements;
"CMHI" means China Merchants Holdings (International) Company Limited;
"cold ironing" means the practice of ships turning off their auxiliary engines and instead sourcing
electric power from shore while at berth;
"Core EBIT" means EBIT less gains / (losses) on disposal of property and equipment and
subsidiaries and adding back other income and expenses as well as impairment reported in share of
profit/(loss) of the associates and joint ventures;
"Core EBIT margin" means Core EBIT divided by revenue;
"CSG" means China Shipping (Group) Company;
"demurrage" means the fee we charge for each day that an importer maintains possession of a
container beyond the scheduled or agreed date of return;
"dominant leg" means the leg of the service from net exporting regions to net importing regions, and
"non-dominant leg" means the return leg of such services from net importing regions to net exporting
regions;
each of "own," "to own" or "owned," with respect to our vessels or containers, means vessels or
containers to which we have title or that we have financed through lease arrangements that transfer
substantially all the risks and rewards of ownership to us;
each of "U.S. dollars," "dollars," "U.S.$" and "$" means the lawful currency of the United States of
America;

10

each of the "Company," "we," "us" and "our" means CMA CGM S.A. and all of its subsidiaries as
of the date discussed, unless otherwise specified or the context suggests otherwise;
"East-West lines" or "East-West trades" means the four main east-west intercontinental trades for
the container shipping industry: Asia-Europe, Transpacific (Asia-North America), Transatlantic
(Europe-North America) and Asia-Middle East;
"EBIT" corresponds to a measure equivalent to an operating profit/loss; it is equal to the sum of the
following income statement captions as presented in our consolidated financial statements for the
relevant period: "Revenues," "Gains/(losses) on disposal of property and equipment and
subsidiaries," "Depreciation and amortization of non-current assets," "Other income and (expenses),"
"Net present value (NPV) benefits related to assets financed by tax leases" and "Share of
income/(loss) from associates and joint ventures";
"EBITDA" means the sum of the following income statement captions as presented in our
consolidated financial statements for the relevant period: "EBITDA before gains / (losses) on
disposal of property and equipment and subsidiaries" and "Gains on disposal of property and
equipment and subsidiaries";
"EBITDA margin" means EBITDA divided by revenue;
"EEA" means the European Economic Area;
"EQT Infrastructure" means EQT Infrastructure III;
"feeder line" means a non-intercontinental service that calls at smaller ports, operates with smaller
vessels and operates to transport most of its cargo to and from secondary ports to connect with main
lines at primary ports (as opposed to short sea lines, which operate to provide an independent
shipping service for most of their cargo);
"freight forwarders" means intermediaries between carriers and direct shippers which consolidate
cargo and prepare customs documentation;
"FRS" means Singapore Financial Reporting Standards;
"GGS" means Global Gateway South, a container terminal located in the Port of Los Angeles in the
San Pedro Bay, United States;
"GGS Disposal" means the expected sale by NOL Liner of a 90% interest in APL Ltd. (which
indirectly holds the GGS terminal) to a consortium composed of the infrastructure fund EQT
Infrastructure and the port operator P5 Infrastructure, pursuant to a stock purchase agreement dated
as of June 30, 2017 (see "Recent Developments" and "Management's Discussion and Analysis of
Financial Condition and Results of Operations--Acquisitions and Disposals--Sale of the GGS
Terminal");
"IFRS" means International Financial Reporting Standards, as adopted for use in the European
Union by the European Commission;
"Initial Purchasers" means BNP Paribas, HSBC Bank plc, Crédit Agricole Corporate and Investment
Bank, Société Générale, UniCredit Bank AG, Crédit Industriel et Commercial S.A. and ODDO BHF
SCA;
"Initial Yildirim ORA" means the 2,644,590 12.0% subordinated bonds mandatorily redeemable in
B Preferred Shares subscribed to by Yildirim AM for $500.0 million on January 27, 2011, which
automatically converted into newly-issued preferred shares of the Company upon maturity on
December 31, 2015;
"Kingston Container Terminal" or "KCT" means the container terminal in Kingston, Jamaica, with
respect to which our wholly-owned subsidiary Kingston Freeport Terminal Limited took a 30-year
concession pursuant to a concession agreement with the Port Authority of Jamaica signed April 7,
2015;

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