Obbligazione CGM CMA S.A 7.75% ( XS1244815111 ) in EUR

CGM CMA S.A

100 EUR ▲

Francia

XS1244815111 ( in EUR )

7.75% per anno ( pagato 2 volte l'anno)

14/01/2021 - Obbligazione è scaduto

Prospetto opuscolo dell'obbligazione CMA CGM S.A XS1244815111 in EUR 7.75%, scaduta

100 000 EUR

725 000 000 EUR

CMA CGM S.A. è una compagnia di navigazione francese, tra i principali operatori globali nel settore del trasporto marittimo di container.

Analizziamo un'obbligazione emessa da CMA CGM S.A., un gigante francese e uno dei principali attori mondiali nel settore del trasporto marittimo di container e della logistica, le cui attività coprono una vasta rete globale di rotte marittime e servizi intermodali essenziali per il commercio internazionale. Questa specifica emissione, identificata dal codice ISIN XS1244815111 e denominata in Euro (EUR), presentava un tasso d'interesse fisso annuo del 7,75%, un rendimento significativo che ha caratterizzato il titolo fino alla sua naturale scadenza e al conseguente rimborso avvenuto in data 14 gennaio 2021. Con un ammontare complessivo dell'emissione pari a 725.000.000 EUR e un taglio minimo di acquisto stabilito a 100.000 EUR, l'obbligazione era orientata principalmente a investitori istituzionali. La frequenza dei pagamenti degli interessi era semestrale, garantendo agli obbligazionisti due erogazioni di cedole all'anno. Al momento della scadenza, il titolo è stato rimborsato integralmente al 100% del suo valore nominale, confermando l'adempimento dell'emittente ai propri obblighi finanziari e la completa chiusura di questa posizione obbligazionaria.

LUXEMBOURG LISTING PARTICULARS

NOT FOR GENERAL DISTRIBUTION IN

THE UNITED STATES

CMA CGM S.A.

725,000,000 7.75% Senior Notes due 2021

CMA CGM S.A. ("we," the "Company" or the "Issuer") offered 725,000,000 aggregate principal amount of our 7.75%
Senior Notes due 2021, comprising 550,000,000 aggregate principal amount of 7.75% Senior Notes due 2021, issued on
June 8, 2015 ("initial notes") and 175,000,000 aggregate principal amount of 7.75% Senior Notes due 2021, issued on
June 12, 2015 (the "additional notes", and together with the initial notes, the "notes" ). Interest on the notes is payable on
January 15 and July 15, beginning on January 15, 2016.

The notes were issued under the indenture entered into by the Company, among others, dated June 8, 2015 (the
"Indenture"). The notes will be treated as a single class for all purposes of the Indenture, including with respect to
waivers, amendments, redemptions and offers to purchase, except as otherwise specified with respect to the notes, and
will be fully fungible. The additional notes sold pursuant to Regulation S (as defined below) will have different ISINs
and common codes than, and will not trade fungibly with, the initial notes sold pursuant to Regulation S during the
period prior to and including the 40th day following the date upon which the additional notes were delivered. After the
40th day following the date of delivery of the additional notes, certain selling restrictions with respect to the additional
notes sold pursuant to Regulation S will terminate and the additional notes sold pursuant to Regulation S will become
fully fungible with, and have the same ISINs and common codes as, the initial notes sold pursuant to Regulation S.
Please see "Plan of Distribution."

The notes will mature on January 15, 2021. Prior to January 15, 2018, 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 January 15, 2018 at the
redemption prices as described under the caption "Description of Notes--Optional Redemption." In addition, until
January 15, 2018, we may redeem up to 40% of the notes with the proceeds of certain equity offerings at the redemption
prices as described under the caption "Description of Notes--Optional Redemption." 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 are our unsecured senior obligations, and the notes rank pari passu in right of payment to all our existing and
future senior indebtedness. The notes are 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 to admission to trading on
the Euro MTF market of the Luxembourg Stock Exchange. This Luxembourg listing particulars constitutes a prospectus
for the purpose of Luxembourg law dated July 10, 2005 on prospectuses for securities, as amended.

Investing in the notes involves risks. See "Risk Factors" beginning on page 18.

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 for the initial notes: 98.871%, plus accrued interest if any
Price for the additional notes: 99.500%, plus accrued interest if any

703021.5

Interest on the notes will accrue from June 8, 2015 to the date of delivery of the notes.

The initial notes and the additional notes were delivered in book-entry form through the Euroclear System ("Euroclear")
and Clearstream Banking, société anonyme ("Clearstream") on June 8, 2015 and June 12, 2015, respectively.

The date of this Luxembourg listing particulars is June 29, 2015
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703021.5

We are responsible for the information contained in this Luxembourg listing particulars. We have not
authorized anyone to provide you with information that is different from the information contained in this
Luxembourg listing particulars. This Luxembourg listing particulars may only be used where it is legal to sell the
notes. The information in this Luxembourg listing particulars may only be accurate on the date of this document.
The offering of the notes is being made on the basis of this Luxembourg listing particulars, 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 Luxembourg listing particulars.

TABLE OF CONTENTS

Page

CERTAIN TERMS AND CONVENTIONS ...................................................................................................

v
PRESENTATION OF FINANCIAL AND OTHER DATA ...........................................................................
viii
INFORMATION REGARDING FORWARD-LOOKING STATEMENTS ..................................................

x
SUMMARY .....................................................................................................................................................

1
CORPORATE AND FINANCING STRUCTURE .........................................................................................

8
THE OFFERING .............................................................................................................................................

9
SUMMARY FINANCIAL AND OPERATING INFORMATION ................................................................

13
RISK FACTORS .............................................................................................................................................

18
DESCRIPTION OF THE ISSUER ..................................................................................................................

44
USE OF PROCEEDS ......................................................................................................................................

45
CAPITALIZATION ........................................................................................................................................

46
SELECTED HISTORICAL FINANCIAL INFORMATION..........................................................................

47
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS ............................................................................................................................................

49
INDUSTRY OVERVIEW ...............................................................................................................................

78
BUSINESS ......................................................................................................................................................

96
REGULATORY MATTERS ...........................................................................................................................
119
MANAGEMENT ............................................................................................................................................
129
RELATED PARTY TRANSACTIONS ..........................................................................................................
134
PRINCIPAL SHAREHOLDERS ....................................................................................................................
136
DESCRIPTION OF CERTAIN FINANCING ARRANGEMENTS ...............................................................
138
DESCRIPTION OF NOTES ...........................................................................................................................
151
BOOK ENTRY, DELIVERY AND FORM ....................................................................................................
197
CERTAIN TAX CONSIDERATIONS ...........................................................................................................
201
PLAN OF DISTRIBUTION ............................................................................................................................
205
NOTICE TO INVESTORS .............................................................................................................................
208
LEGAL MATTERS .........................................................................................................................................
211
INDEPENDENT AUDITORS ........................................................................................................................
211
SERVICE OF PROCESS AND ENFORCEMENT OF LIABILITIES ...........................................................
211
GENERAL INFORMATION ..........................................................................................................................
213
INDEX TO FINANCIAL STATEMENTS .....................................................................................................
F-1

The initial purchasers make no representation or warranty, express or implied, as to the accuracy or completeness
of the information set forth in this Luxembourg listing particulars. The issuer, and not the initial purchasers, has ultimate
authority over the statements contained in this Luxembourg listing particulars, including their content and whether and
how to communicate them. Nothing contained in this Luxembourg listing particulars 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 Luxembourg listing particulars regarding us and the notes is true and accurate
in all material respects. 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 Luxembourg listing particulars as a whole or any of such information or the expression of any such opinions
or intentions misleading. We accept responsibility accordingly. However, the information set out in this
Luxembourg listing particulars 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, these listing particular contain 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

i

703021.5
herein will be made available to prospective investors upon request to us, or any of the initial purchasers or the
Paying Agent.

This Luxembourg listing particulars has been prepared by us solely for use in connection with the offering of the
notes. This Luxembourg listing particulars is personal to each offeree and do not constitute an offer to any other person
or to the public generally to subscribe for or otherwise acquire notes.

The initial purchasers will provide you with a copy of this Luxembourg listing particulars and any related
amendments. By receiving this Luxembourg listing particulars, you acknowledge that you have had an opportunity to
request from us for review, and that you have received, all additional information you deem necessary to verify the
accuracy and completeness of the information contained in this Luxembourg listing particulars. You also acknowledge
that you have not relied on any of the initial purchasers in connection with your investigation of the accuracy of this
information or your decision whether to invest in the notes.

Neither we nor the initial purchasers nor any of our or their respective representatives or affiliates are making any
representation to you regarding the legality of an investment in the notes by you, and you should not construe anything in
this Luxembourg listing particulars as legal, business or tax advice. You should consult your own advisors as to legal,
tax, business, financial and related aspects and implications of an investment in the notes. You must comply with all laws
applicable in any jurisdiction in which you buy, offer or sell the notes or possess or distribute this Luxembourg listing
particulars, and you must obtain all applicable consents and approvals. Neither we nor the initial purchasers shall have
any responsibility for any of the foregoing legal requirements.

We offered the notes in reliance on exemptions from the registration requirements of the Securities Act. These
exemptions apply to offers and sales of securities that do not involve a public offering. The notes have not been
registered with, recommended by or approved by the U.S. Securities and Exchange Commission (the "SEC") or any
other securities commission or regulatory authority. Neither the SEC nor any state or foreign securities regulator has
approved or disapproved of these securities or determined that this Luxembourg listing particulars are accurate or
complete. Any representation to the contrary is a criminal offense.

The notes are subject to restrictions on transferability and resale, which are described under "Plan of Distribution"
and "Notice to Investors." By purchasing any notes, you will be deemed to have represented and agreed to all of the
provisions contained in those sections of this Luxembourg listing particulars. You should be aware that you may be
required to bear the financial risks of this investment for an indefinite period of time.

It is expected that delivery of the notes will be made against payment therefor on or about the date of the settlement
of this offering, which will be the third business day following the date of pricing of the notes (such settlement being
referred to as "T+3"). See "Plan of Distribution--Initial Settlement."

Interests in the notes will be available initially in book-entry form only. The notes sold pursuant to this
Luxembourg listing particulars were issued in the form of one or more global notes in registered form without interest
coupons attached. The global notes were deposited with, or on behalf of, a common depositary and registered in the name
of the nominee of the common depositary for the accounts of Euroclear and Clearstream. Transfers of interests in the
global notes will be effected through records maintained by Euroclear and Clearstream and their participants. After the
initial issue of the global notes, the notes will not be issued in definitive registered form except under the circumstances
described in the section "Book-Entry, Delivery and Form."

The information set out in relation to sections of this Luxembourg listing particulars describing clearing
arrangements, including the section entitled "Book Entry, Delivery and Form," is subject to any changes in, or
reinterpretation of, the rules, regulations and procedures of Euroclear and Clearstream currently in effect. While we
accept responsibility for accurately summarizing the information concerning Euroclear and Clearstream, we accept no
further responsibility in respect of such information.

ii

703021.5
NOTICE TO NEW HAMPSHIRE RESIDENTS ONLY

NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A
LICENSE HAS BEEN FILED UNDER RSA 421-B WITH THE STATE OF NEW HAMPSHIRE NOR THE
FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE
OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF NEW
HAMPSHIRE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT
MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS
AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS
PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN
APPROVAL TO, ANY PERSON, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR
CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY
REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.

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 Luxembourg listing particulars under "Summary--The Offering--Transfer Restrictions." 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 are subject to certain restrictions on transfer. Prospective purchasers are hereby notified that the seller of the notes
may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. 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 Luxembourg listing particulars is accurate or complete. Any representation to the
contrary is a criminal offense. For a description of certain further restrictions on resale or transfer of the notes, see
"Summary--The Offering--Transfer Restrictions."

NOTICE TO CERTAIN EUROPEAN INVESTORS

European Economic Area

This Luxembourg listing particulars has been prepared on the basis that any offer of notes in any member state of
the European Economic Area (each a "Member State") will be made pursuant to an exemption under the Prospectus
Directive from the requirement to produce a prospectus for offers of the notes. Accordingly, any person making or
intending to make any offer of notes within that Member State, which are the subject of the offering contemplated in this
Luxembourg listing particulars, may only do so in circumstances in which no obligation arises for either of the Issuer or
the initial purchasers to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus
pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer. None of the Issuer or the initial
purchasers has authorized, nor do they authorize, the making of any offer of notes in circumstances in which an
obligation arises for the Issuer or the initial purchasers to publish a prospectus or supplement a prospectus for such offer.
The expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD
Amending Directive, to the extent implemented in the Member State), and includes any relevant implementing measure
in the Member State and the expression "2010 PD Amending Directive" means Directive 2010/73/EU.

France

This Luxembourg listing particulars has not been prepared and is not being distributed in the context of a public
offering of financial securities in France (offre au public de titres financiers) within the meaning of Article L. 411-1 of
the French Monetary and Financial Code 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 may not be, directly or
indirectly, offered or sold to the public in France, and neither this Luxembourg listing particulars 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. The notes may only be offered or sold in France to qualified investors
(investisseurs qualifiés) acting for their own account and/or to providers of investment services relating to portfolio
management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille
pour le compte de tiers), all as defined in and in accordance with Articles L. 411-1, L. 411-2, D. 411-1 through D. 411-4,
D. 744-1, D. 754-1 and D. 764-1 of the French Monetary and Financial Code and applicable regulations thereunder.

Prospective investors are informed that:

(i)
this Luxembourg listing particulars has not been and will not be submitted for clearance to the AMF;

iii

703021.5

(ii) in compliance with Articles L. 411-2, D. 411-1, D. 744-1, D. 754-1 and D. 764-1 of the French Monetary
and Financial Code, 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 them may only be made in
compliance with Articles L. 411-1, L. 411-2, L. 412-1 and L. 621-8 through L. 621-8-3 of the French
Monetary and Financial Code.

United Kingdom

This Luxembourg listing particulars is directed only at persons ("Relevant Persons") who (i) are outside the
United Kingdom, (ii) have professional experience in matters relating to investments and fall within Article 19(5)
(investment professionals) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as
amended (the "Order"), (iii) fall within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations,
etc.) of the Order or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the
meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any notes
may otherwise lawfully be communicated or caused to be communicated.

This Luxembourg listing particulars must not be acted on or relied on by persons who are not Relevant Persons.
Any investment or investment activity to which this Luxembourg listing particulars relates is available only to Relevant
Persons and will be engaged in only with Relevant Persons. Recipients of this Luxembourg listing particulars are not
permitted to transmit it to any other person. The notes are not being offered to the public in the United Kingdom.

STABILIZATION

IN CONNECTION WITH THIS OFFERING, BNP PARIBAS (THE "STABILIZING MANAGER") MAY
OVER-ALLOT OR EFFECT TRANSACTIONS FOR A LIMITED PERIOD OF TIME WITH A VIEW TO
SUPPORTING THE MARKET PRICES OF THE NOTES AT A LEVEL HIGHER THAN THAT WHICH
MIGHT OTHERWISE PREVAIL. HOWEVER, THERE IS NO ASSURANCE THAT 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 MUST
END NO LATER THAN THE EARLIER OF 30 CALENDAR DAYS AFTER THE ISSUE DATE OF THE
NOTES AND 60 CALENDAR DAYS AFTER THE DATE OF THE ALLOTMENT OF THE NOTES. THE
STABILIZING MANAGER DOES NOT INTEND TO DISCLOSE THE EXTENT OF ANY STABILIZING
TRANSACTIONS OR THE AMOUNT OF ANY LONG OR SHORT POSITION.

iv

703021.5
CERTAIN TERMS AND CONVENTIONS

As used in this Luxembourg listing particulars:

"2012 Restructuring Principles" means the revised restructuring principles agreed to on December 19, 2012,
pursuant to which we and the steering committee of relevant creditors agreed to a set of restructuring
principles and guidelines to serve as the basis for restructuring substantially all of our bank and asset
financing arrangements;

"2017 Senior Notes" means the $475.0 million 8.5% Senior Notes due 2017 issued by the Company on
April 21, 2011;

"2018 Senior Notes" means the 300.0 million 8.750% Senior Notes due 2018 issued by the Company on
December 16, 2013;

"2019 Senior Notes" means the 325.0 million 8.875% Senior Notes due 2019 issued by the Company on
April 21, 2011;

"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;

"ANL Singapore" means ANL Singapore Pte Ltd;
"additional notes" means the 175,000,000 aggregate principal amount of 7.75% Senior Notes due 2021,
issued on June 12, 2015 pursuant to the Indenture;

"Board of Directors" means the board of directors of the Company;

"BPI" means Bpifrance Participations (formerly known as the Fonds Stratégique d'Investissement);

"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;

"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;

"carrier," unless otherwise specified, means a company providing container shipping services;

"CdP" means Compagnie du Ponant;

"Cheng Lie Navigation" means Cheng Lie Navigation Co. Ltd;

"CMA Terminals" means CMA Terminals Holding S.A.S.;

"CMHI" means China Merchants Holdings (International) Company Limited;

"Core EBIT" means EBIT less gains/losses from asset disposals and adding back other income and expenses;

"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;

"direct calls" mean ports called by vessels deployed on main lines;

each of "euro" and "" means the single 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;

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703021.5

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;

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;

"EBIT" means a measure equivalent to the Company's operating profit/loss;

"excluded zone" means areas excluded from our basic war insurance policy because such areas involve high
risk of, among other things, losses due to war, acts of terrorism or piracy;

"existing notes" means, collectively, the 2017 Senior Notes, the 2018 Senior Notes and the 2019 Senior
Notes;

"feeder line" means a shipping line connecting a secondary port to a primary port;

"freight forwarders" means intermediaries between carriers and direct shippers which consolidate cargo and
prepare customs documentation;

"IFRS" means International Financial Reporting Standards, as adopted for use in the European Union by the
European Commission;

"initial notes" means the 550,000,000 aggregate principal amount of 7.75% Senior Notes due 2021, issued
on June 8, 2015 pursuant to the Indenture;

"Indenture" means the indenture dated June 8, 2015, between, inter alios, the Company and the Trustee;

"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;

"Issuer" means CMA CGM S.A., excluding its consolidated subsidiaries;

"LTV" means loan-to-value, or the ratio of the amount borrowed to the fair market value of an asset,
including in the case of vessel financing arrangements, a vessel;

"MacAndrews" means MacAndrews & Company Limited;

"main lines" means shipping lines that traverse oceans;

"Malta Freeport" means Malta Freeport Terminals Ltd.;

"Member States" means states which are members of the European Union;

"Merit" means Merit Corporation, a corporation (société anonyme libanaise) organized under the laws of
Lebanon formerly known as Merit S.A.L., and the principal shareholder of the Issuer;

"mother lines," a synonym for "main lines," also means shipping lines that traverse oceans;

"notes" means the notes issued hereunder;

"Ocean 3 alliance" means our global alliance with CSG and UASC covering the Asia-Northern Europe trade,
the Asia-Mediterranean trade and Transpacific trades;

"OECD" means the Organization for Economic Co-operation and Development, a group of 30 Member
States focused on developing the international market economy;

"ORA" means the 12.0% subordinated bonds mandatorily redeemable in shares, or obligations
remboursables en actions, of the Company consisting of the Yildirim ORA and the BPI ORA;

"primary port" means ports which are called by main lines;

"reefer" means refrigerated transport;

"secondary port" means ports which are called by feeder lines and not by main lines;

vi

703021.5

"short-term" charters and "long-term" charters means charters for a term of (i) up to and including two years
and (ii) more than two years, respectively, except that "long-term chartering" for purposes of the 2012
Restructuring Principles means charters with an original charter agreement term of five years or more;

"slot" means the space required for one TEU on board a ship;

"slot swap" means an exchange of container capacity between us and another carrier;

"sterling" means the lawful currency of the United Kingdom of Great Britain and Northern Ireland;

"TEU" means a 20-foot equivalent unit, the standard unit of measurement of volume used in the container
shipping industry;

"Terminal Link" means our joint venture arrangement with CMHI that holds investments in 14 ports
worldwide;

"trades" means regular routes assigned to ships;

"UASC" means United Arab Shipping Company;

"Yildirim" means Yildirim AM and Yildirim Holding;

"Yildirim AM" means Yildirim Asset Management Holding BV, a private company with limited liability
(besloten vennootschap) organized under the laws of the Netherlands;

"Yildirim Holding" means Yildirim Holding, a joint stock company (AS¸) organized under the laws of
Turkey; and

"Yildirim ORA" means the Initial Yildirim ORA, together with the Additional Yildirim ORA.

vii

703021.5
PRESENTATION OF FINANCIAL AND OTHER DATA

Financial Data

The free English language translation of our audited consolidated financial statements as of and for the years ended
December 31, 2014 and 2013 (respectively the "2014 Audited Consolidated Financial Statements" and the "2013
Audited Consolidated Financial Statements," and together the "Audited Consolidated Financial Statements"), our
unaudited interim condensed consolidated financial statements as of and for the three months ended March 31, 2015 (the
"Unaudited Interim Condensed Consolidated Financial Statements"), and, in each case, the related notes thereto are
included elsewhere in this Luxembourg listing particulars. The Audited Consolidated Financial Statements have been
prepared in accordance with International Financial Reporting Standards as endorsed by the European Union ("IFRS")
and our Unaudited Interim Condensed Consolidated Financial Statements have been prepared in accordance with IAS 34
the standard of IFRS as adopted by the European Union applicable to interim financial statements.

Changes in accounting policies during periods presented are disclosed in Note 2.2 to the Audited Consolidated
Financial Statements, a free English translation of which is included elsewhere in this Luxembourg listing particulars,
and in Note 2.2 to the Unaudited Interim Condensed Consolidated Financial Statements, included elsewhere in this
Luxembourg listing particulars. None of these changes materially affected our financial performance or positions during
the periods presented.

The unaudited financial information presented for the twelve months ended March 31, 2015 included herein is
derived by adding the unaudited condensed consolidated interim financial information for the three months ended
March 31, 2015 and the audited consolidated financial information for the year ended December 31, 2014, as presented
in the 2014 Audited Consolidated Financial Statements, and subtracting the unaudited condensed consolidated interim
financial information for the three months ended March 31, 2014, as presented in the Unaudited Interim Condensed
Consolidated Financial Statements.

Certain amounts and percentages included in this Luxembourg listing particulars have been rounded. Accordingly,
in certain instances, the sum of the numbers in a column may not exactly equal the total figure for that column.

Percentages and amounts reflecting changes over time periods relating to financial and other information set forth
in "Management's Discussion and Analysis of Financial Condition and Results of Operations" are calculated using the
numerical data in the consolidated financial statements or the tabular presentation of other information (subject to
rounding) contained in this Luxembourg listing particulars, as applicable, and not using the numerical data in the
narrative description thereof.

Use of Non-IFRS Financial Measures

In this Luxembourg listing particulars, we present our EBITDA and certain ratios and margins based on EBITDA
for certain periods. EBITDA represents the sum of the following income statement captions, as presented in the Audited
Consolidated Financial Statements included elsewhere in this Luxembourg listing particulars: "Operating profit/(loss)
before gains on disposal of property and equipment and subsidiaries, depreciation & amortization etc" and "Gains on
disposal of property and equipment and subsidiaries." EBITDA is not a substitute for operating profit/(loss), profit/(loss)
for the year or net cash generated from operating activities as determined in accordance with IFRS. EBITDA is presented
as additional information because we believe that it is widely used as a measure to evaluate a company's operating
performance and financial requirements. We also use a metric which we call "Adjusted EBITDA," which represents
EBITDA less gains/(losses) on disposal of property and equipment and subsidiaries. Neither EBITDA nor Adjusted
EBITDA is a substitute for operating profit/(loss) for the year or net cash generated from operating activities as
determined in accordance with IFRS.

We also present our "EBIT" in this Luxembourg listing particulars. EBIT is equivalent to our operating
profit/(loss) after share of profit/(loss) of associates and joint ventures. We also present a measure which we call "Core
EBIT" that we believe is a particularly useful indicator of our operating performance. It is calculated as EBIT less
gains/(losses) on disposal of property and equipment and subsidiaries and less other income and expenses. We believe
this measure enables better comparison against our competitors given our strategy in terms of fleet ownership: the cost of
our ships held under operating leases is accounted for under our chartering expenses, and therefore affects EBITDA,
whereas our owned fleet costs are capitalized and amortized thus affecting EBIT. We also refer in this Luxembourg
listing particulars to our "adjusted operating margin," which represents our Core EBIT divided by our revenue.

We also present our net debt and certain ratios based on net debt for certain periods. Net debt includes current and
non-current financial debt, plus financial debt associated with assets classified as held for sale, less cash and cash
equivalents, securities and LTV deposits. Net debt is provided as additional information because we believe it provides
useful information regarding our financial position. We also present an "adjusted net debt" measure calculated as our net
debt less the amount of the ORA that is accounted for as debt under IFRS, less unavailable cash (such as cash allotted as
collateral for margin loans).

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