Obligation CGM CMA 8.875% ( XS0618662562 ) en EUR

CGM CMA

100 % ▼

France

XS0618662562 ( en EUR )

8.875% par an ( paiement annuel )

15/04/2019 - Obligation échue

Prospectus brochure de l'obligation CMA CGM XS0618662562 en EUR 8.875%, échue

100 000 EUR

325 000 000 EUR

CMA CGM est un groupe français de transport maritime, leader mondial du transport de conteneurs.

L'Obligation émise par CGM CMA ( France ) , en EUR, avec le code ISIN XS0618662562, paye un coupon de 8.875% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 15/04/2019

LUXEMBOURG LISTING PARTICULARS

CMA CGM S.A.
$475,000,000 8.500% Senior Notes due 2017
325,000,000 8.875% Senior Notes due 2019

We are offering $475,000,000 aggregate principal amount of our 8.500% Senior Notes due 2017 (the "dollar-denominated notes") and
325,000,000 aggregate principal amount of our 8.875% Senior Notes due 2019 (the "euro-denominated notes"). The dollar-denominated
notes and the euro-denominated notes are collectively referred to herein as the "notes," unless the context requires otherwise.

The dollar-denominated notes will bear interest at a rate of 8.500% per year and the euro-denominated notes will bear interest at a rate of
8.875% per year. Interest on the notes is payable on April 15 and October 15 of each year, beginning on October 15, 2011. The dollar-
denominated notes will mature on April 15, 2017. Prior to April 15, 2014, we may redeem all or part of the dollar-denominated notes by
paying a "make-whole premium." We may redeem all or part of the dollar-denominated notes at any time on or after April 15, 2014 at the
redemption prices as described under the caption "Description of Notes--Optional Redemption." The euro-denominated notes will mature
on April 15, 2019. Prior to April 15, 2015, we may redeem all or part of the euro-denominated notes by paying a "make-whole premium."
We may redeem all or part of the euro-denominated notes at any time on or after April 15, 2015 at the redemption prices as described
under the caption "Description of Notes--Optional Redemption." In addition, until April 15, 2014, we may redeem up to 35% of the euro-
denominated notes and up to 35% of the dollar-denominated notes, in each case, with the proceeds of certain equity offerings at the
redemption prices as described under the caption "Description of Notes--Optional Redemption."

The notes will be our unsecured senior obligations and will rank equal 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.

The net proceeds of the offering of the notes will initially be deposited into designated escrow accounts with The Bank of New York Mellon,
London Branch, together with additional amounts in cash necessary to redeem the dollar-denominated notes at the Dollar Escrow
Redemption Price and the euro-denominated notes at the Euro Escrow Redemption Price, each as set forth in this Luxembourg listing
particulars, until the earlier of (i) the date that is 60 days after issuance of the notes (the "Escrow Redemption Date") and (ii) the
date on which the escrowed funds are released to the Issuer, see "Description of Notes--Escrow Arrangements." In the event that the
conditions for release from escrow are not met by the Escrow Redemption Date or if we elect to exercise the special optional redemption
provisions, the funds in the escrow accounts will be released to redeem the notes at 101% of the issue price of the notes plus accrued
interest. See "Description of Notes--Special Redemption."

Application has been made to list the notes on the Official List of the Luxembourg Stock Exchange and to trading on the Euro MTF market
of the Luxembourg Stock Exchange.

Investing in the notes involves risks. See "Risk Factors" beginning on page 19.

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 in reliance on Rule 144A under the Securities Act.
Prospective purchasers that are qualified institutional buyers 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 under the Securities Act.

Dollar-denominated notes price: 100%, plus accrued interest if any
Euro-denominated notes price: 100%, plus accrued interest if any

Interest on the notes will accrue from April 21, 2011 to the date of delivery.

We expect that the notes will be delivered in book-entry form through The Depository Trust Company ("DTC"), Euroclear System
("Euroclear") and Clearstream Banking, société anonyme ("Clearstream") on or about April 21, 2011.

Joint Book Running Managers
BNP PARIBAS
Deutsche Bank
Société Générale
Corporate & Investment Banking

Citi
Natixis
The date of this Luxembourg listing particulars is May 16, 2011

You should rely only on the information contained in this Luxembourg listing particulars. We have not, and
none of the initial purchasers has, authorized anyone to provide you with different information. We are not, and
none of the initial purchasers is, making an offer of these securities in any jurisdiction where the offer is not
permitted. You should not assume that the information contained in this Luxembourg listing particulars is
accurate as of any date other than the date on the front of this Luxembourg listing particulars.

TABLE OF CONTENTS

Page
CERTAIN TERMS AND CONVENTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . vi
PRESENTATION OF FINANCIAL AND OTHER DATA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . viii
INFORMATION REGARDING FORWARD-LOOKING STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . .
x
SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
19
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
43
CAPITALIZATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
44
SELECTED HISTORICAL FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
45
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
47
INDUSTRY OVERVIEW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
74
BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
89
REGULATORY MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
111
MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
119
RELATED PARTY TRANSACTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
123
PRINCIPAL SHAREHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
125
DESCRIPTION OF CERTAIN FINANCING ARRANGEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
126
DESCRIPTION OF NOTES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
139
BOOK ENTRY, DELIVERY AND FORM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
188
CERTAIN TAX CONSIDERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
194
PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
198
NOTICE TO INVESTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
201
LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
204
INDEPENDENT AUDITORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
204
SERVICE OF PROCESS AND ENFORCEMENT OF LIABILITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
204
GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
205

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. 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 DTC, Euroclear and Clearstream, as currently in effect. In
addition, this Luxembourg listing particulars 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
Luxembourg Paying Agent.

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

i

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 reserve the right to withdraw this offering at any time, and we and the initial purchasers reserve the right
to reject all or a part of any offer to purchase the notes, for any reason. We and the initial purchasers also reserve
the right to sell less than all of the notes offered by this Luxembourg listing particulars or to sell to any purchaser
less than the amount of notes it has offered to purchase.

The Issuer is offering 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 is accurate or complete. Any representation to the contrary is a criminal offense.

It is expected that delivery of the notes will be made against payment therefore on or about the date of the
settlement of this offering, which will be the fifth business day following the date of pricing of the notes (such
settlement being referred to as "T+5"). You should note that trading of the notes on the date of pricing or the next
succeeding business day may be affected by the T+5 settlement. See "Plan of Distribution--Initial Settlement".

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.

Interests in the notes will be available initially in book-entry form only. We expect the notes sold pursuant
to this Luxembourg listing particulars will be issued in the form of one or more global notes in registered form
without interest coupons attached. The global notes will be 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 DTC,
Euroclear and Clearstream. Transfers of interests in the global notes will be effected through records maintained
by DTC, 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 DTC, Euroclear and Clearstream currently in effect.
While we accept responsibility for accurately summarizing the information concerning DTC, Euroclear and
Clearstream, we accept no further responsibility in respect of such information.

ii

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 any note may be relying on the exemption from the provisions of Section 5 of the Securities Act
provided by Rule 144A. 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 this offering of notes will be made
pursuant to an exemption, under the Prospectus Directive as implemented in member states of the European
Economic Area ("EEA"), from the requirement to produce and publish a prospectus which is compliant with the
Prospectus Directive, as so implemented, for offers of the notes. Accordingly, any person making or intending to
make any offer within the EEA or any of its member states (each a "Relevant Member State") of the notes which
are the subject of the placement referred to in this Luxembourg listing particulars must only do so in
circumstances in which no obligation arises for the Issuer or any of the initial purchasers to produce and publish a
prospectus which is compliant with the Prospectus Directive, including Article 3 thereof, as so implemented for
such offer. For EEA jurisdictions that have not implemented the Prospectus Directive, all offers of notes must be
in compliance with the laws of such jurisdictions. Neither the Issuer nor the initial purchasers have authorized,
nor do they authorize, the making of any offer of the notes through any financial intermediary, other than offers
made by the initial purchasers, which constitute a final placement of the notes.

Notes may not be offered and will not be offered to the public in any Relevant Member State except that
notes may be offered:

(i) to legal entities which are authorized or regulated to operate in the financial markets or, if not so
authorized or regulated, whose corporate purpose is solely to invest in securities;

(ii) to any legal entity which has two or more of (1) an average of at least 250 employees during the last
financial year, (2) a total balance sheet of more than 43,000,000 and (3) an annual net turnover of
more than 50,000,000, as shown in its last annual or consolidated accounts or, if the Relevant Member
State has implemented the relevant provisions of the 2010 PD Amending Directive, two or more of
(1) a total balance sheet of more than $20,000,000, (2) an annual net turnover of more than
$40,000,000 and (3) an equity of more than $2,000,000, on an individual basis;

(iii) to fewer than 100 natural or legal persons or, if the Relevant Member State has implemented the
relevant provisions of the 2010 PD Amending Directive, 150 natural or legal persons (other than
qualified investors as defined in the Prospectus Directive), in any Relevant Member State, subject to
obtaining the prior consent of the initial purchasers; or

(iv) in any other circumstances falling within Article 3(2) of the Prospectus Directive;

iii

provided that no such offer of the notes shall result in a requirement for the publication by the Issuer or
the initial purchasers of a prospectus pursuant to Article 3 of the Prospectus Directive.

For the purposes of this provision, the expression an "offer of notes to the public" in relation to any notes in
any Relevant 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
for the notes, as such expression may be varied in the Relevant Member State by any measure implementing the
Prospectus Directive in that Relevant Member State. For the purposes of this provision, the expression
"Prospectus Directive" means Directive 2003/71/EC, including that Directive as amended by the 2010 PD
Directive to the extent implemented in the Relevant Member State in question, and includes any relevant
implementing measure in the Relevant Member State in question; and the expression "2010 PD Amending
Directive" means Directive 2010/73/EU.

France
No prospectus (including any amendment, supplement or replacement thereto) has been prepared in
connection with the offering of the notes that has been approved by the Autorité des marchés financiers or by the
competent authority of another state that is a contracting party to the Agreement on the European Economic Area
and notified to the Autorité des marchés financiers; no notes have been offered or sold or will be offered or sold,
directly or indirectly, to the public in France except to qualified investors (investisseurs qualifiés), other than
individuals, acting for their own account, with "qualified investors" having the meaning ascribed to it in articles
L. 411-2, D. 411-1, D. 411-2, D. 734-1, D. 744-1, D. 754-1 and D. 764-1 of the French Code Monétaire et
Financier and applicable regulations thereunder; none of this Luxembourg listing particulars or any other
materials related to the offer or information contained therein relating to the notes has been released, issued
or distributed to the public in France except to such qualified investors; and the direct or indirect resale to the
public in France of any notes acquired by any such qualified investors may be made only as provided by articles
L. 411-1, L. 411-2, L.412-1 and L. 621-8 t L. 621-8-3 of the French Code Monétaire et Financier and
applicable regulations thereunder.

United Kingdom
This Luxembourg listing particulars is directed only at persons ("Relevant Persons") who (i) fall within
Article 19(5) (investment professionals) of the Financial Services and Markets Act 2000 (Financial Promotion)
Order 2005, (ii) fall within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations,
etc.) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 or (iii) 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.

Germany
The offering of the notes is not a public offering in the Federal Republic of Germany. The notes may be
offered and sold in the Federal Republic of Germany only in accordance with the provisions of the Securities
Prospectus Act of the Federal Republic of Germany (Wertpapierprospektgesetz) (the "German Securities
Prospectus Act") and any other applicable German law. Consequently, in Germany the notes will only be
available to, and this Luxembourg listing particulars and any other offering material in relation to the notes is
directed only at, persons who are qualified investors (qualifizierte Anleger) within the meaning of Section 2 No. 6
of the German Securities Prospectus Act. Any resale of the notes in Germany may only be made in accordance
with the German Securities Prospectus Act and other applicable laws. The Issuer has not, and does not intend to,
file a securities prospectus with the German Federal Financial Supervisory Authority (Bundesanstalt für
Finanzdienstleistungsaufsicht) ("BaFin") or obtain a notification to BaFin from another competent authority of a
Member State of the European Economic Area, with which a securities prospectus may have been filed, pursuant
to Section 17 Para. 3 of the German Securities Prospectus Act.

Italy
The offering of the notes has not been cleared by the Commissione Nazionale per la Società e la Borsa
("CONSOB") (the Italian Securities Exchange Commission), pursuant to Italian securities legislation and,

iv

accordingly, in the Republic of Italy the notes may not be offered, sold or delivered, nor may copies of this
Luxembourg listing particulars or of any other document relating to the notes be distributed in the Republic of
Italy, except:
(i) to qualified investors (operatori qualificati), as defined in Article 31, second paragraph, of CONSOB
Regulation No. 115522 of July 1, 1998 ("Regulation 115522"), as amended; or
(ii) in circumstances which are exempted from the rules on solicitation of investments pursuant to Article
100 of Legislative Decree No. 58 of February 24, 1998 (the "Financial Services Act") and Article 33,
first paragraph, of CONSOB Regulation No. 11971 of 14th May, 1999, as amended.

Any offer, sale or delivery of the notes or distribution of copies of this Luxembourg listing particulars or any
other document relating to the notes in the Republic of Italy under (i) or (ii) above must be:
(i) made by an investment firm, bank or financial intermediary permitted to conduct such activities in the
Republic of Italy in accordance with Legislative Decree No. 385 of September 1, 1993, the Financial
Services Act, Regulation 11522 and any other applicable laws and regulations; and
(ii) in compliance with any and all other applicable laws and regulations.

Luxembourg
This offering of the notes does not constitute a public offering of securities within the Grand Duchy of
Luxembourg. This Luxembourg listing particulars constitutes a prospectus in accordance with Articles 5 and 30
of the Law of July 10, 2005 on prospectuses for securities.

Spain
The notes may not be offered or sold in Spain except in accordance with the requirements of the Spanish
Securities Market Law (Ley 24/1988, de 28 de Julio del Mercado de Valores) as amended and restated and Royal
Decree 291/1992 on Issues and Public Offering of Securities (Real Decreto 291/1992 de 27 de Marzo, sobre
Emisiones y Ofertas Públicas de Venta de Valores) as amended and restated ("R.D. 291/92"), and subsequent
legislation. This Luxembourg listing particulars is neither verified nor registered in the administrative registries of
the Comisión Nacional del Mercado de Valores, and therefore a public offer for subscription of the notes will
not be carried out in Spain. Notwithstanding that and in accordance with Article 7 of R.D. 291/92, a private
placement of the notes addressed exclusively to institutional investors (as defined in Article 7.1(a) of R.D.
291/92) may be carried out in accordance with the requirements of R.D. 291/92.

The Netherlands
The notes may not be offered or sold to individuals or legal entities in The Netherlands unless a prospectus
relating to the offer is available to the public which is approved by the Dutch Authority for the Financial Markets
(Autoriteit Financiële Markten) or by a supervisory authority of another member state of the EU. Article 5:3 of
the Financial Supervision Act (the "FSA") and article 53 paragraphs 2 and 3 of the Exemption Regulation FSA
provide for several exceptions to the obligation to make a prospectus available such as an offer to qualified
investors within the meaning of article 5:3 FSA.

STABILIZATION
IN CONNECTION WITH THIS OFFERING, REGARDING THE EURO-DENOMINATED
NOTES, BNP PARIBAS (OR PERSONS ACTING ON BEHALF OF BNP PARIBAS) (THE "EURO
STABILIZING MANAGER") AND, REGARDING THE DOLLAR-DENOMINATED NOTES,
DEUTSCHE BANK AG, LONDON BRANCH (THE "DOLLAR STABILIZING MANAGER" AND,
TOGETHER WITH THE EURO STABILIZING MANAGER, THE "STABILIZING MANAGERS"),
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 MANAGERS 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 MANAGERS DO NOT
INTEND TO DISCLOSE THE EXTENT OF ANY STABILIZING TRANSACTIONS OR THE AMOUNT
OF ANY LONG OR SHORT POSITION.

v

CERTAIN TERMS AND CONVENTIONS

As used in this Luxembourg listing particulars:

· "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;

· "CdP Financing" means vessel financings with respect to the Boreal and Austral cruise vessels ordered by
CdP without recourse to the Issuer and on the basis of a LTV ratio in line with the then current market
practice, in accordance with our current financing arrangements;

· "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;

· 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 and all of its subsidiaries as of the
date discussed, unless otherwise specified or the context suggests otherwise;

· "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;

· "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;

· "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;

· "main lines" means shipping lines that traverse oceans;

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

· "notes" means the notes issued hereunder;

· "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 2,644,590 subordinated bonds redeemable in preference shares of the Issuer issued
in connection with the Yildirim Investment;

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

· "Restructuring Principles" means that certain set of guidelines and principles for the amendments to our
financing arrangements, dated January 12, 2011, by and between us and the steering committee

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representing certain of our creditors;

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

· "Senior Notes due 2012" means the 500 million 5 1/ 2% Senior Notes due 2012, issued by the Issuer in
June 2007, of which 268.4 million were outstanding as of December 31, 2010;

· "Senior Notes due 2013" means the $300 million 7 1/4% Senior Notes due 2013 issued by the Issuer in
February 2006, of which $143.5 million were outstanding as of December 31, 2010;

· "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;

· "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; and

· "Yildirim Investment" means the issuance on January 27, 2011 of the ORA to Yildirim Asset
Management Holding BV for $500 million, pursuant to an investment agreement, dated November 25,
2010, among us, Merit Corporation and Yildirim Holding, to which Yildirim Asset Management
Holding BV acceded.

vii

PRESENTATION OF FINANCIAL AND OTHER DATA

Financial Data

Our audited consolidated financial statements for the years ended December 31, 2008 and 2007 are
incorporated by reference herein and available at the specified office of the Luxembourg Paying Agent.

Our audited consolidated financial statements for the years ended December 31, 2010 and 2009 included
elsewhere in this Luxembourg listing particulars have been prepared in accordance with IFRS. The auditors'
report included elsewhere in this Luxembourg listing particulars was prepared for the purpose of the offering of
the notes.

Changes in accounting policies during periods presented are disclosed in note 2.2 to the consolidated
financial statements included in the F-pages of this Luxembourg listing particulars. None of these changes
materially affected our financial performance or positions.

Since June 30, 2009, the Company has been in breach of certain of its financial covenants under the
provisions of certain of its financial debt agreements. Our creditors were able to declare the related indebtedness
for these financial debts to be immediately repayable.

As of December 31, 2009, as no agreement had been reached with our creditors, the portion of our financial
debts for which a breach of covenant was identified was classified as current in our consolidated balance sheet.
As these events might give rise to material uncertainties regarding the Company's ability to continue as a going
concern, our auditors, without qualifying their audit opinion, included an emphasis of matter on this subject in
their audit report on our consolidated financial statements as of December 31, 2009.

As disclosed elsewhere in this Luxembourg listing particulars, to date in 2011 we have (i) agreed to new
terms and conditions applicable to our financial debts with certain of our principal creditors and substantially all
past breaches of covenants were waived or cured and (ii) secured financing for most of our future vessels to be
delivered in 2011 and 2012. We believe that these new facts and circumstances alleviated the material
uncertainties surrounding the Company's ability to continue as a going concern.

We have presented certain financial data on a pro forma basis after giving effect to the Yildirim Investment,
our amendments to our financing arrangements, the issuance of the notes offered hereby, the application of the
net proceeds therefrom and the satisfaction of the Escrow Release Conditions Precedent. Such pro forma
financial data does not reflect the impact of the CdP Financing.

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 operating profit/(loss), plus depreciation and amortization of
non-current assets, impairment of assets and risks associated to vessels and negative goodwill, less amortization
of NPV benefit related to assets and share of profit/(loss) of associates and joint ventures. 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 present our net debt and certain ratios based on net debt for certain periods. We define net debt as
total financial debt (including financial debt associated with assets held for sale) less cash, cash equivalents,
financial assets at fair value through profit and loss and LTV deposits made under our financing agreements. Net
debt is provided as additional information because we believe it provides useful information regarding our
financial position.

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Because EBITDA and net debt are not calculated identically by all companies, our presentation of EBITDA
and net debt may not be comparable to other similarly titled measures of other companies. Our discretionary use

ix